Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c) a letter of transmittal (which shall be in customary form and 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 Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration.
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Exchange Procedures. Promptly As soon as practicable after the Effective Time, the Surviving Corporation Parent shall use its reasonable best efforts to cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at record holder of a certificate or certificates which immediately prior to the Effective Time, a holder of record Time represented outstanding shares of Company Common Stock and whose shares are being converted into in the Per Share Merger Consideration pursuant to Section 2.1(c(the "Certificates") a letter of transmittal (which shall be in customary form and form, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent Exchange Agent, and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing contain instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter and cash in lieu of Transmittal”fractional shares). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon Upon surrender for cancellation to the Paying Exchange Agent of a Certificate, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor either (i) the Cash Consideration, or Certificates and Letter (ii) a certificate representing that number of Transmittal duly executed and completed whole shares of Parent Common Stock into which the shares represented by the surrendered Certificate shall have been converted at the Effective Time pursuant to this Article I, cash in lieu of any fractional share in accordance with the instructions thereto (together with such Section 1.8 and certain dividends and other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 distributions in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicableSection 1.7. Until surrendered as contemplated by this Section 2.2(b)1.6 hereof, each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by the Merger Consideration, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article 1, certain dividends or other distributions in accordance with Section 2.11.7 hereof and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.8 hereof. No interest will shall be paid or will accrue on any cash payable as Per Share Merger Consideration.to holders of Certificates pursuant to the provisions of this Article 1. SECTION 1.7
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Samples: Agreement and Plan of Merger (Dura Automotive Systems Inc)
Exchange Procedures. Promptly after the Effective TimeTime (and in any event within five (5) Business Days thereafter), the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(cShares represented by a Certificate (other than holders of Excluded Shares) or Uncertificated Shares (i) a letter of transmittal (which shall be in customary form and specify 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 of the Certificates as provided in Section 3.2(e)) or Uncertificated Shares to the Paying Agent and shall otherwise Exchange Agent, such letter of transmittal to be in a such form and have such other provisions as Parent and the Surviving Corporation Company may reasonably specifyagree, and (ii) containing instructions for use by holders surrendering the Certificates (or affidavits of Company Common Stock to effect loss in lieu of the exchange of their shares of Company Common Stock for the Per Share Merger Consideration Certificates as provided herein in Section 3.2(e)) or Uncertificated Shares (each including instructions for sending an “agent’s message” in customary form (or such other evidence, if any, as the Exchange Agent may reasonably request)) to the Exchange Agent. Upon surrender of a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 3.2(e)) to the Exchange Agent in accordance with the terms of such letter of transmittal or with respect to Uncertificated Shares receipt of an “Letter agent’s message” in customary form (or such other evidence, if any, as the Exchange Agent may reasonably request) by the Exchange Agent, the holder of Transmittal”such Certificate or Uncertificated Share shall be entitled to receive in exchange therefor an amount in cash and CVRs pursuant to Section 3.1(a)(i), less any required Tax withholdings as provided in Section 3.2(f). As soon as reasonably practicable The Certificate or Uncertificated Share so surrendered shall forthwith be cancelled. Until due surrender of the Certificates or Uncertificated Share, each Certificate and Uncertificated Share shall be deemed, from and after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive cash and CVRs pursuant to Section 3.1(a)(i). In the product event of a transfer of ownership of Shares that is not registered in the transfer records of the Per Share Company, the applicable portion of Merger Consideration multiplied to be exchanged upon due surrender of the Certificate or Uncertificated Share pursuant to Section 3.1(a) may be issued and paid to such transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the number Person requesting such payment shall pay any transfer Taxes required by reason of shares the transfer or establish to the reasonable satisfaction of Company Common Stock represented by Parent that such Certificate upon such surrender as contemplated by Section 2.1. No interest will be Taxes have been paid or will accrue on any cash payable as Per Share Merger Considerationare not applicable.
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Samples: Agreement and Plan of Merger (Satsuma Pharmaceuticals, Inc.)
Exchange Procedures. Promptly after following the Effective Time, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and whose (the “Certificates”) or of non-certificated shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(cof Company Stock represented by book-entry (“Book-Entry Shares”) (a) a letter of transmittal (in customary form, which shall be in customary form and specify that delivery shall be effected, and risk of loss and title subject to the Certificates shall pass, only upon delivery reasonable approval of the Certificates Parties prior to the Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder and (b) instructions for use in effecting the surrender of an outstanding Certificate Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of Certificates shall(or affidavits of loss and appropriate bonds in lieu thereof), or in the case of Book-Entry Shares, upon surrender adherence to the Paying applicable procedures set forth in the letter of transmittal, for cancellation to the Exchange Agent together with such letter of such Certificate or Certificates transmittal, properly completed and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with thereto, and such other documents as the Paying Agent may be reasonably request) and acceptance thereof required by the Paying Exchange Agent (oror pursuant to such instructions, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a bookCertificates or Book-entry account statement (it being understood that any references herein to “Certificates” Entry Shares shall be deemed entitled to include references receive in exchange therefor the Merger Consideration, without interest, allocable to booksuch Certificates or Book-entry account statements relating to Entry Shares, and the Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to Stock which is not registered in the product transfer records of the Per Share Company, the Merger Consideration multiplied by may be issued to a transferee if the number of Certificate representing such shares of Company Common Stock represented is presented to the Exchange Agent (or in the case of Book-Entry Shares, upon adherence to the applicable procedures set forth in the letter of transmittal), accompanied by all documents required to evidence and effect such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 by evidence that the Person requesting such exchange shall pay to the Paying Agent any applicable stock transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has Taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b)3.3, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1the Merger Consideration allocable to such Certificates or Book-Entry Shares. No interest dividends or other distributions with respect to Parent Common Stock issued in the Merger having a record date after the Effective Time and payable to the holders of record thereof after the Effective Time will be paid to Persons entitled by reason of the Merger to receive Parent Common Stock until such Persons surrender their Certificates (or will accrue in the case of Book-Entry Shares, upon adherence to the applicable procedures set forth in the letter of transmittal) as provided in this Section 3.2.2. Upon such surrender, there shall be paid to the Person in whose name the Merger Consideration is issued any dividends or other distributions having a record date after the Effective Time and payable with respect to such Parent Common Stock between the Effective Time and the time of such surrender. After such surrender, at the appropriate payment date, there shall be paid to the Person in whose name the Merger Consideration is issued any dividends or other distributions on any cash payable as Per Share Merger Considerationsuch Parent Common Stock with a payment date after such surrender which shall have a record date after the Effective Time. In no event shall the Persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions.
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Exchange Procedures. Promptly after (a) Pursuant to the Effective TimeInitial Agreement, the Surviving Corporation shall cause the Paying Agent to mail Company has mailed, or deliver otherwise delivered, a Transmittal Letter to each Person (as hereinafter defined) who was, at the Effective Time, a registered holder of record of Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c) a letter of transmittal (which shall be in customary form and 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 Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)). Prior to or promptly following the date of this Agreement, the Company shall mail, or otherwise deliver, a Supplement to Transmittal Letter to each registered holder of Company Common Stock. Each such holder who delivers a Properly Completed Transmittal Letter shall be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share applicable Merger Consideration (net of the amount to be paid to the Escrow Agent and any applicable withholding pursuant to Section 3.03(c)) with respect to the Shares subject to such Stockholder's Properly Completed Transmittal Letter on the Closing Date as provided in Section 2.02. Each such holder that is not a Person Signatory Stockholder that delivers a Properly Completed Transmittal Letter to the Purchaser shall become a party hereto as an "Additional Stockholder" and as a "Stockholder" and shall be bound by all covenants, agreements, representations and warranties made by the Stockholders hereunder as if, unless otherwise specifically provided herein, such holder was an original party hereto as a "Stockholder." Each holder of Shares shall submit one Transmittal Letter and one Supplement to Transmittal Letter for all Shares beneficially owned by such holder and shall make, if available, a Stock Election for all of such Shares or make no Stock Election for all of such Shares; provided that a Signatory Stockholder may deliver a Transmittal Letter and a Supplement to Transmittal Letter with respect to all Shares beneficially owned (other than Shares acquired upon the registered holder exercise of options subsequent to the date of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration.Initial Agreement) by
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Samples: Amended and Restated Agreement and Plan of Merger (Newfield Exploration Co /De/)
Exchange Procedures. Promptly At the Effective Time, Parent shall deposit with the Exchange Agent (as defined below) funds which are sufficient to pay the amounts required to be paid to the Stockholders pursuant to Section 1.7(a). At or promptly after the Effective Time and in any event within five (5) business days after the Effective Time, Parent shall, or shall cause the Surviving Corporation shall cause the Paying Agent to to, mail or deliver cause to be mailed to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of shares of Outstanding Company Common Capital Stock (the certificates evidencing such shares being referred to herein as a “Certificate” and, collectively, as “Certificates”), at the address set forth opposite each such holder’s name on the Payment Spreadsheet, (i) a notice of merger, (ii) an information statement and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c(iii) a letter of transmittal in substantially the form attached hereto as Exhibit B (which shall be in customary form compliance with Delaware Law and specify that delivery of the Merger Consideration shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to Continental Stock Transfer and Trust Company (the Paying Agent and shall otherwise be in “Exchange Agent”)). Upon surrender of a form and have Certificate for cancellation to the Exchange Agent, or such other provisions agent or agents as the Surviving Corporation may reasonably specify) containing instructions for use be appointed by holders Parent, together with such letter of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Timetransmittal, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates duly completed and Letter of Transmittal duly validly executed and completed in accordance with the instructions thereto (together with such other documents as thereto, the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificate shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an receive from the Exchange Agent in exchange therefor, a cash payment equal to the Merger Consideration to which such holder is entitled pursuant to Section 1.7(a), less the amounts withheld and disbursed in accordance with such Section 1.7(a) and less the amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted deposited into the Escrow Fund on such holder’s behalf pursuant to a Person other than the Person in whose name the Certificate 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 Sections 1.7(a) and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate 1.8(b). Until so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time each Certificate outstanding after the Effective Time, each Certificate shall Time will be deemed for all corporate purposes to represent evidence only the right to receive the product Merger Consideration set forth in Section 1.7(a). Any portion of the Per Share Merger Consideration multiplied by which remains undistributed to the number Stockholders six months after the Effective Time shall be delivered to Parent upon demand, and any Stockholders that have not complied with this Section 1.8(a) at that time shall thereafter look only to Parent for payment of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share their claim for the Merger Consideration. Neither Parent nor the Surviving Corporation shall be liable to any Stockholder for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by Stockholders three (3) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity (as defined in Section 3.2(a)) shall become, to the extent permitted by applicable law, the property of the Surviving Corporation, free and clear of any claims or interest of any person previously entitled thereto.
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Exchange Procedures. Promptly Prior to, on or promptly after the Effective TimeClosing Date (but in no event more than two (2) Business Days thereafter), the Surviving Corporation shall Parent will cause the Paying Exchange Agent to mail or deliver (which may be by e-mail) a Letter of Transmittal to each Person (as hereinafter defined) who was, at Company Stockholder and Optionholder. At the Effective Time, a holder of record of Parent will instruct the Exchange Agent, in accordance with the Optionholder Spreadsheet and the Consideration Allocation, to (i) with respect to any Company Common Stock and whose shares are being converted into the Per Share for which Merger Consideration is issuable pursuant to Section 2.1(c3.3(a)(i), deliver to the holder of such Company Share such portion of the Merger Consideration set forth in the Consideration Allocation with respect to such Company Share (other than to those holders of Appraisal Shares not entitled to payment and holders of Company Shares referred to in Section 3.1(b)) by delivery to such Company Stockholder evidence of book-entry notations evidencing such Merger Consideration, duly executed by Parent, along with the payment of any applicable Cash Payment in Lieu of Fractional Shares, without interest, by check or wire transfer at the direction of such Company Stockholder and (ii) with respect to any In-the-Money Option, deliver to the holder of such In-the-Money Option the Option Consideration with respect to such In-the-Money Option by delivery to such Optionholder evidence of book-entry notations evidencing such Option Consideration, duly executed by Parent, along with the payment of any applicable Cash Payment in Lieu of Fractional Shares, without interest, payable, (A) if such Optionholder is a current or former employee of the Company or any of its Subsidiaries, through the Surviving Company’s or its applicable Subsidiary’s payroll or accounts payable system check or, (B) if such Optionholder is not a current or former employee of the Company or any of its Subsidiaries, by check or wire transfer at the direction of such Optionholder, in each case as promptly as practicable, and with respect to Company Stockholders or Optionholders (other than any Optionholder that is a current or former employees of the Company or any of its Subsidiaries), in any event within five (5) Business Days, following (I) the submission of a duly executed letter of transmittal substantially in the form attached hereto as Exhibit C (which shall be in customary form and 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 Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after , electronically or by mail, to the Effective Time, each Exchange Agent by such registered holder of an outstanding Certificate or Certificates shallrecord, which will specify that delivery will be effected only upon surrender proper delivery of such documents to the Paying Exchange Agent, and which will be in the form attached as Exhibit C hereto and include a waiver of any appraisal rights and a release of claims subject to customary exceptions, and (II) submission of any other documents (including applicable tax forms along with taxpayer identification numbers for U.S. Federal income tax purposes) that Parent or the Exchange Agent may reasonably require in connection therewith; provided that, in the case of such Certificate any Company Stockholder or Certificates and Optionholder that is not a current or former employee that delivers a duly executed Letter of Transmittal duly executed and completed in accordance with no later than three (3) Business Days prior to the instructions thereto Closing Date, the applicable Merger Consideration or Option Consideration, will be delivered within two (together with such other documents as the Paying Agent may reasonably request2) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent Business Days of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger ConsiderationClosing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hilton Grand Vacations Inc.)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime (but in no event more than ten (10) days thereafter), Acquiror and the Surviving Corporation shall use their commercially reasonable efforts to cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at holder of a certificate or certificates which immediately prior to the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into Time represented outstanding Target Shares (the Per Share Merger Consideration pursuant to Section 2.1(c“Certificates”) (a) a letter of transmittal (which shall be in customary form and specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent Exchange Agent, and which letter shall otherwise be in a customary form and have such other provisions as the Surviving Corporation Acquiror may reasonably specify; and (b) containing instructions for use by holders effecting the surrender of Company Common Stock to effect the such Certificates in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each Shares. Upon surrender of a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Exchange Agent together with such letter of such Certificate or Certificates and Letter of Transmittal transmittal, duly executed and completed in accordance with the instructions thereto (together with thereto, and such other documents as the Paying Agent may reasonably request) and acceptance thereof be required by the Paying Agent (orExchange Agent, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificate shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount receive in exchange therefor (i) shares of cash (payable by checkAcquiror common stock representing, in the aggregate, the whole number of Shares that such holder has the right to receive pursuant to Section 1.5(a) equal after deposit with the Escrow Agent of the Shares in escrow pursuant to Section 7.3 and the Revenue Adjustment Shares and subject to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Vesting Agreement (rounded up to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablenearest whole share). Until surrendered as contemplated by this Section 2.2(b)1.8, each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Date to represent only the right to receive the product Shares, payable upon surrender of the Per Share Merger Consideration multiplied by Certificates. In the event of a transfer of ownership of Target Shares which is not registered in the transfer records of Target, shares of Acquiror common stock evidencing, in the aggregate, the proper number of shares of Company Common Stock represented Acquiror common stock after deposit with the Escrow Agent of the Shares in escrow pursuant to Section 7.3 and the Revenue Adjustment Shares and subject to the Vesting Agreement may be issued with respect to such Target Shares to such a transferee if the Certificate representing such Target Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on transfer and to evidence that any cash payable as Per Share Merger Considerationapplicable transfer taxes have been paid.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Kintera Inc)
Exchange Procedures. Promptly At and following the Closing, the holders of Calando Common Stock shall have the right to surrender their Calando Common Stock to Insert in return for the Merger Consideration to which they are entitled as a result of the Merger. A representative of Insert will be available at the Closing to deliver certificates of Insert Common Stock to the holders of Calando Common Stock who surrender their Calando Common Stock certificates (the “Certificates”) at the Closing. For those Calando stockholders that do not surrender their Certificates at Closing, promptly after the Effective Time, the Surviving Corporation Insert shall cause the Paying Agent to mail or deliver be mailed to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and a Certificate or Certificates whose shares are being were converted into the Per Share right to receive a portion of the Merger Consideration pursuant to Section 2.1(c2.6, (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to the Paying Agent by Insert, and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Insert may reasonably specify); (ii) containing such other customary documents as may be reasonably required pursuant to such instructions; and (iii) instructions for use by holders in effecting the surrender of Company Common Stock the Certificates in exchange for a portion of the Merger Consideration. Upon surrender of a Certificate for cancellation to effect Insert, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor a portion of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (set forth on Schedule 2.6(a), and the Certificate so surrendered shall forthwith be cancelled. Until so surrendered, each a “Letter outstanding Certificate that prior to the Effective Time represented shares of Transmittal”). As soon as reasonably practicable Calando Common Stock will be deemed from and after the Effective Time, each holder of an outstanding Certificate or Certificates shallfor all corporate purposes, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only evidence the right to receive the product a portion of the Per Share Merger Consideration multiplied by into which the number of shares of Company Calando Common Stock represented evidenced by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationhas been converted.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Arrowhead Research Corp)
Exchange Procedures. Promptly after To facilitate payment of the Merger Consideration promptly following the Effective TimeTime at the Closing, Sterling or the Surviving Corporation shall cause Exchange Agent shall, within a reasonable time before the Paying Agent to Closing Date, mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose a Certificate, other than shares are being converted into the Per Share Merger Consideration pursuant to canceled in accordance with Section 2.1(c3.01(b): (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent Exchange Agent, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank (other than CaminoReal Bank) or by a member firm of The New York Stock Exchange, together with such letter of transmittal, duly executed, and any other required documents, the holder of such Certificate(s) shall otherwise be entitled to receive in exchange therefor the Merger Consideration which such holder has the right to receive pursuant to Section 3.01(a), and the Certificate(s) so surrendered shall forthwith be canceled. In the event of a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration with respect to effect the exchange of their shares of such Company Common Stock for may be issued to a transferee if the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of Certificate(s) representing such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement is (it being understood are) presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any references herein applicable stock transfer taxes have been paid. The Company stockholders may deliver the Certificate(s), letter of transmittal and other required documentation to “Certificates” the Exchange Agent as hereinabove set forth at the Closing whereupon promptly following the Effective Time at the Closing, the Merger Consideration which any such holder has the right to receive pursuant to Section 3.01(a) shall be deemed paid to include references such holder by wire transfer of immediately available funds to book-entry account statements relating one or more accounts specified by such Company stockholder in a written notice of wire instructions provided to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to Exchange Agent within a reasonable time before the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicableClosing Date. Until surrendered as contemplated by this Section 2.2(b)4.02, each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive upon such surrender the product Merger Consideration with respect to such Company Common Stock. The Exchange Agent shall not be obligated to deliver the Merger Consideration to which any former holder of Company Common Stock is entitled as a result of the Per Share Merger Consideration multiplied by the number of until such holder surrenders his Certificate(s) formerly representing shares of Company Common Stock represented by such Certificate upon such surrender for exchange as contemplated by Section 2.1provided in this Article IV. No interest will be paid or will accrue on any cash payable to the holders of the Certificates pursuant to this Agreement except as Per Share Merger Considerationprovided in Section 10.01(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sterling Bancshares Inc)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, the Surviving Corporation Live Oak shall use its reasonable best efforts to cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at Shareholder entitled to receive the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into the Closing Per Share Merger Consideration pursuant to Section 2.1(c) 2.5, a letter of transmittal (which shall be in customary form and specify substance reasonably satisfactory to Live Oak and the Company (the “Letter of Transmittal”) with instructions (i) specifying 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 Paying Exchange Agent or confirmation of cancellation of such Certificates from the Company (each, a “Cancellation”); and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify(ii) containing instructions for use by holders in effecting the surrender of Company Common Stock the Certificates pursuant to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after Within two (2) Business Days (but in no event prior to the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon ) after the surrender to the Paying Exchange Agent of all Certificates held by such Certificate holder for cancellation (or Certificates and a Cancellation), together with a Letter of Transmittal Transmittal, duly completed and validly executed and completed in accordance with the instructions thereto (together with and such other documents as may be required pursuant to such instructions, the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificates shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal receive in exchange therefor, and Live Oak shall cause the Exchange Agent to deliver, the product of the Closing Per Share Merger Consideration multiplied by the number and any cash in lieu of shares any fractional share of Company Live Oak Class A Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registeredprovisions of Section 2.5(a), it shall be a condition of such exchange that and the Certificate so surrendered shall forthwith be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.2(b)2.6, each Certificate entitled to receive the Closing Per Share Merger Consideration in accordance with Section 2.5(a) shall be deemed at any time all times after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive upon such surrender the product of the Closing Per Share Merger Consideration multiplied by that such holder is entitled to receive in accordance with the number provisions of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration2.5(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Live Oak Acquisition Corp)
Exchange Procedures. Promptly As soon as reasonably practicable (and in any event within ten (10) Business Days) after the Effective Time, the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, was a holder of record of Company Common Stock and Shares immediately prior to the Effective Time, whose shares are being Shares were converted into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(cSECTION 2.5, (i) a the form of letter of transmittal for use in effecting the surrender of stock certificates that immediately prior to the Effective Time represented Shares (each, a "CERTIFICATE") or non-certificated Shares represented by Book-Entry ("BOOK-ENTRY SHARES") (which transmittal letter 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 to the Paying Agent Exchange Agent) and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify(ii) containing instructions for use by holders of Company Common Stock to effect in surrendering the Certificates or Book-Entry Shares in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein Consideration. The parties hereby acknowledge and agree that the ten (10) Business Day period set forth in the previous sentence will be tolled for each Business Day the Exchange Agent has not received the necessary stockholder records from the Company's transfer agent. Upon surrender of a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender a Book-Entry Share for cancellation to the Paying Agent Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Certificates Book-Entry Share shall be paid promptly in exchange therefor, and Letter of Transmittal duly executed and completed Parent shall cause the Exchange Agent to pay to such holder, the Merger Consideration in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent respect of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock Shares previously represented by such Certificate or CertificatesBook-Entry Share, and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as In the Paying Agent event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted made to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered is registered if such Certificate shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the such Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation Parent that such tax either Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), Each Certificate and Book-Entry Share shall be deemed at any time all times from and after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive upon surrender in accordance with this SECTION 2.7 the product Merger Consideration in respect of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock Shares previously represented by such Certificate upon such surrender as contemplated by Section 2.1or Book-Entry Share. No interest will shall be paid or will shall accrue on any cash payable as Per Share Merger Considerationto holders of Certificates or Book Entry Shares pursuant to the provisions of this ARTICLE 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allergy Research Group Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective Time, the Surviving Corporation shall cause Buyer will instruct the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and whose shares are being (the "Certificates") that were converted into the Per Share Merger Consideration pursuant to Section 2.1(c2.2(c) into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall be in customary the form and specify that delivery shall be effectedof Exhibit E hereto (the "Letter of Transmittal")), and risk (ii) instructions for use in effecting the surrender of loss and title to the Certificates shall pass, only upon in exchange for the Merger Consideration. The delivery of the Certificates Aggregate Per Share Merger Consideration which any Company Shareholder is otherwise entitled to receive shall be conditioned upon the execution and delivery of the Letter of Transmittal and subject to Section 2.8. Upon surrender of a Certificate for cancellation to the Paying Agent together with a duly executed Letter of Transmittal, and shall otherwise be in a form and have such other provisions customary documents as may be required pursuant to such instructions, subject to Section 2.8, the Surviving Corporation may reasonably specify) containing instructions for use by holders holder of Company Common Stock such Certificate shall be entitled to effect receive in exchange therefor an amount equal to the exchange of their shares of Company Common Stock for the Aggregate Per Share Merger Consideration which such holder has the right to receive in accordance with Section 2.2(c) in respect of the shares of Company Stock formerly evidenced by such Certificate. Subject to Section 2.3(d), in the event of a transfer of ownership of shares of Company Stock which is not registered in the transfer records of the Company as provided herein (of the Effective Time, the Paying Agent may exchange a Certificate evidencing such Company Stock for the Aggregate Per Share Merger Consideration in respect of such Certificate, subject to Section 2.8, if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.3(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each a “Letter outstanding Certificate that, prior to the Effective Time, represented shares of Transmittal”). As soon as reasonably practicable Company Stock will be deemed, from and after the Effective Time, each holder of an outstanding Certificate or Certificates shallfor all corporate purposes, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive upon surrender, subject to Section 2.8, the product of the Aggregate Per Share Merger Consideration multiplied by the number in respect of such shares of Company Common Stock formerly represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationthereby, in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sycamore Networks Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within three business days after the Effective Time), PCA and the Surviving Corporation shall use their commercially reasonable efforts, and PCA shall provide any assistance reasonably requested by the Surviving Corporation, to cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at holder of a certificate or certificates which immediately prior to the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into Time represented outstanding Shares (the Per Share Merger Consideration pursuant to Section 2.1(c"CERTIFICATES") (a) a letter of transmittal (which shall be in customary form and specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent Exchange Agent, and which letter shall otherwise be in a customary form and have such other provisions as the Surviving Corporation PCA may reasonably specify; and (b) containing instructions for use by holders effecting the surrender of Company Common Stock to effect the such Certificates in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each Consideration. Upon surrender of a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Exchange Agent together with such letter of such Certificate or Certificates and Letter of Transmittal transmittal, duly executed and completed in accordance with the instructions thereto (together with thereto, and such other documents as the Paying Agent may reasonably request) and acceptance thereof be required by the Paying Agent (orExchange Agent, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificate shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount receive in exchange therefor shares of cash (payable by check) equal to PCA Common Stock representing, in the product of aggregate, the Per Share Merger Consideration multiplied by the whole number of shares of Company Common Stock that such holder has the right to receive pursuant to Section 2.1. (after taking into account all Shares then held by such holder), and the Shares formerly represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall forthwith be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablecanceled. Until surrendered as contemplated by this Section 2.2(b)Article II, each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Date to represent only the right to receive the product Merger Consideration payable upon surrender of the Per Share Merger Consideration multiplied by Certificates. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, shares of PCA Common Stock, in the aggregate, the proper number of shares of Company PCA Common Stock represented may be issued with respect to such Shares to such a transferee if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on transfer and to evidence that any cash payable as Per Share Merger Considerationapplicable Transfer Taxes have been paid.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Penny Lane Partners L P)
Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail or deliver be mailed to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a Certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and Stock, whose shares are being were converted into the Per Share right to receive Merger Consideration (and cash in lieu of fractional shares) pursuant to Section 2.1(c3.01(c), (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Paying Agent Exchange Agent, and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Acquiror may reasonably specify) containing and (ii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter and cash in lieu of Transmittal”fractional shares). As soon as reasonably practicable after the Effective Time, each holder Upon surrender of an outstanding a Certificate or Certificates shall, upon surrender for cancellation to the Paying Agent Exchange Agent, together with such letter of such Certificate or Certificates transmittal, duly completed and Letter of Transmittal duly validly executed and completed in accordance with the instructions thereto (together with such other documents as thereto, the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificate shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to receive in exchange therefor the product of the Per Share Merger Consideration multiplied by less the number of shares of Company Acquiror Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted deposited in the Escrow Fund on such holder's behalf pursuant to a Person other than Section 3.07 hereof and payment in lieu of fractional shares which such holder has the Person in whose name the Certificate surrendered for exchange is registeredright to receive pursuant to Section 3.01(e), it shall be a condition of such exchange that and the Certificate so surrendered shall forthwith be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1canceled. No interest will be paid or will accrue on any cash payable pursuant to the preceding sentence. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Company Common Stock shall have been so converted (plus the right to receive an amount in cash in lieu of the issuance of any fractional shares) and a right to receive cash into which such shares of Company Common Stock shall have been so converted, all in accordance with Section 3.01(c). As soon as Per Share practicable after the Effective Time, and subject to and in accordance with the provisions of Article VIII hereof, Acquiror shall cause to be delivered to the Escrow Agent (as defined in Article VIII hereof) a certificate or certificates representing 166,666 shares of Acquiror Common Stock issued in the Merger Consideration(the "ESCROW SHARES") which shall be registered in the name of the Escrow Agent as nominee for the holders of Certificates cancelled pursuant to this Section 3.03. The Escrow Shares shall be held in escrow and shall be available to compensate Acquiror for certain damages as provided in Article VIII. To the extent not used for such purposes, such shares shall be released, as all provided in Article VIII hereof.
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, but in no event later than ten (10) days thereafter, Acquiror will instruct the Surviving Corporation shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at holder of a certificate which immediately before the Effective TimeTime represented outstanding shares of Target Capital Stock (such certificates are collectively referred to as the “Certificates”), a holder of record of Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(cother than Dissenting Shares, (i) a letter of transmittal (which shall be in customary form and (x) 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 to the Paying Agent Exchange Agent, (y) expressly appoint the Stockholders’ Representative as attorney-in-fact and shall otherwise agent for and on behalf of the applicable former Target Stockholder and approve the authority and contribution provisions contained in Sections 2 and 8 of the Escrow Agreement, and (z) be in a form customary form), and have such other provisions as the Surviving Corporation may reasonably specify(ii) containing instructions for use by holders in effecting the surrender of Company the Certificates in exchange for certificates representing shares of Acquiror Common Stock to effect the exchange (and cash in lieu of their shares fractional shares) and cash. Upon surrender of Company Common Stock a Certificate for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender cancellation to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as the Paying Agent may reasonably request) and acceptance thereof be required by the Paying Agent (orExchange Agent, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent holder of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), Certificate will be entitled to an receive in exchange therefor (i) a certificate evidencing that number of whole shares of Acquiror Common Stock and that amount of cash (payable by check) equal which such holder has the right to the product receive hereunder in respect of the Per Share Merger Consideration multiplied shares formerly evidenced by such Certificate, and (ii) cash in lieu of fractional shares as provided in Section 1.6(k). In the event of a transfer of ownership of Target Capital Stock which is not registered in the transfer books of Target, a certificate representing the proper number of shares of Company Acquiror Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms may be issued and conditions as the Paying Agent cash may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted delivered to a Person other than the Person in whose name the Certificate so surrendered for exchange is registered, it shall be a condition of if such exchange that the Certificate so surrendered shall be Certificate, accompanied by all documents required to evidence and effect such transfer, is properly endorsed, with signature guaranteed, endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent payment pays any transfer or other taxes Taxes required by reason of the issuance of shares of Acquiror Common Stock or the payment of the Per Share Merger Consideration cash to a Person other than the registered holder of the such Certificate so surrendered, or shall establish establishes to the satisfaction of the Surviving Corporation Acquiror that such tax either Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at and has provided to Acquiror any time after the Effective Time, each Certificate shall be deemed reasonably requested bond with respect to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger ConsiderationCertificate.
Appears in 1 contract
Exchange Procedures. Promptly after Prior to the Effective TimeClosing Date, the Surviving Corporation (i) NewCo shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock A Shareholder and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c) each Company B Shareholder a letter of transmittal (which shall be in customary form and 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 Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Contribution Letter of Transmittal”)) and (ii) NewCo shall cause the Dragging Shareholder to mail to each Called Shareholder a Drag Along Notice, which shall specify (x) in the case of the Contribution Letter of Transmittal, that each Company A Shareholder and Company B Shareholder shall deliver to the Exchange Agent and (y) in the case of the Drag Along Notice, that each Called Shareholder shall deliver to the Company, (A) a stock transfer form (each, a “Company Stock Transfer Form”) in respect of the relevant Company Shares, which has been validly executed by (or on behalf of) the registered holder in favor of NewCo, (B) instructions for delivery of the relevant Company Stock Transfer Form, and (C) instructions for returning the original share certificates held by the registered holder in respect of the relevant Company Shares to the Company for cancellation or, in the event that any such share certificate has been lost, damaged or destroyed, a requirement for the registered holder to provide NewCo with an indemnity (in a form satisfactory to NewCo) in respect of any such share certificates; provided, that, with respect to any Called Shareholder who has not then executed a Company Stock Transfer Form as set forth in the Drag Along Notice, a director of the Company shall act as an attorney for any such Called Shareholder with respect to any Company Shares held by that Called Shareholder and deliver the executed Company Stock Transfer Form (and executed copies of all other documents specified in the Drag Along Notice in connection with the transfer of the Called Shares) to the Exchange Agent. As soon as reasonably practicable Within two (2) Business Days (but in no event prior to the Closing) after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender delivery to the Paying Exchange Agent of such Certificate or Certificates and the relevant Company Stock Transfer Form and, if applicable, together with a Contribution Letter of Transmittal Transmittal, duly completed and validly executed and completed in accordance with the instructions thereto (together with and such other documents as may be required pursuant to such instructions, the Paying Agent may reasonably request) and acceptance thereof by registered holder specified in the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of relevant Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Transfer Form shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash receive in exchange therefore, and NewCo shall cause the Exchange Agent to deliver, the Contribution Cash Consideration and/or Contribution Equity Consideration (payable by checkas applicable) equal allocated to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 holder in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name provisions of Section 2.01, and the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate Company Share Certificates so surrendered shall forthwith be properly endorsedcancelled. To the extent requested by the Company, FRSG shall use reasonable best efforts to cooperate with signature guaranteed, or otherwise in proper form for transfer the Company to provide holders of Company Shares the opportunity to complete and that the Person requesting return any Contribution Letter of Transmittal and such exchange shall pay other documents as may be required by this paragraph prior to the Paying Agent any transfer or other taxes required by reason Closing, in order to facilitate prompt delivery of the payment of the Per Share Merger Contribution Cash Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish and/or Contribution Equity Consideration (as applicable) to the satisfaction of holders thereof following the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger ConsiderationClosing.
Appears in 1 contract
Samples: Business Combination Agreement and Plan of Reorganization (First Reserve Sustainable Growth Corp.)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall Acquiror will cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(cCertificates (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Acquiror may reasonably specify) containing and (ii) instructions for use by holders of Company Common Stock to effect the surrender of the Certificates in exchange of their shares of Company Common Stock for the Per Share certificates evidencing Guarantor Common Shares and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor solely (A) certificates evidencing that number of whole Guarantor Common 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 as provided herein (in accordance with the customary procedures of the Depository Trust Company. The holder of each a “Letter of Transmittal”Certificate, upon its exchange for Guarantor Common Shares, shall also receive any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c). As soon Certificates surrendered shall forthwith be canceled following the Effective Time. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as reasonably practicable of the Effective Time, the Merger Consideration, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, each holder for all corporate purposes, other than the payment of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry dividends or other uncertificated formdistributions, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to evidence the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares full Guarantor Common Shares, and cash in respect of Company Common Stock represented by fractional shares, into which such Certificate or Certificates. The Paying Agent Shares 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate have been 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationconverted.
Appears in 1 contract
Exchange Procedures. Promptly after following the Effective TimeTime (and in any event within three (3) Business Days thereafter), Newco and the Surviving Corporation shall cause the Paying Payment Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into Shares as of immediately prior to the Per Share Merger Consideration pursuant to Section 2.1(cEffective Time: (i) a letter of transmittal in customary form (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of a certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding Shares (excluding Owned Shares and Dissenting Shares) (or effective affidavits of loss in lieu thereof) or transfer of non-certificated Shares (excluding Owned Shares and Dissenting Shares) represented by book entry (“Uncertificated Shares”) to the Payment Agent); and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss and indemnity in lieu therefor) or transfer of the Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the Paying Agent and shall otherwise be in a form and provisions of Article I. Each holder of Shares that have such other provisions as been converted into the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock right to effect receive the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each shall be entitled to receive the Merger Consideration in respect of the Shares represented by a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shallUncertificated Share, upon surrender to the Paying Payment Agent of a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agent, together with (x) in the case of Shares represented by a Certificate, surrender to the Payment Agent of such Certificate or Certificates and Letter (y) in the case of Transmittal duly executed and completed in accordance with Shares represented by book-entry, receipt of an “agent’s message” by the instructions thereto Payment Agent (together with or such other documents evidence, if any, of transfer as the Paying Payment Agent may reasonably request) ). Until so surrendered or transferred, as the case may be, from and acceptance thereof by after the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by Effective Time each such Certificate or Certificates. The Paying Agent Uncertificated Share 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered represent 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent all purposes only the right to receive the product of the Per Share Merger Consideration multiplied by payable in respect thereof pursuant to the number provisions of shares of Company Common Stock represented by such Certificate upon such surrender Article I. If Certificates or Uncertificated Shares are presented to the Surviving Corporation after the Effective Time for any reason, they shall be cancelled and exchanged for the Merger Consideration as contemplated by Section 2.1. provided for, and in accordance with the procedures set forth in Article I. No interest will shall be paid or will accrue accrued on any the cash payable as Per Share Merger Considerationupon the surrender or transfer of such Certificate or Uncertificated Share. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time.
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime but in any event not later than five Business Days thereafter, the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into a certificate or certificates which immediately prior to the Per Share Merger Consideration pursuant to Section 2.1(cEffective Time represented outstanding Shares (the “Certificates”) (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Parent may reasonably specify) containing and (ii) instructions for use by holders in surrendering the Certificates in exchange for the Merger Consideration. Each holder of record of Shares that have been converted into the right to receive the Merger Consideration will be entitled to receive the Merger Consideration in respect of the Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each represented by a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shallUncertificated Share, upon (x) surrender of a Certificate for cancellation to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and acceptance thereof by ), in the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through case of a book-entry transfer agent of Uncertificated Shares. Upon payment of the surrender Merger Consideration pursuant to the provisions of such shares this Article 2, each Certificate or Uncertificated Share so surrendered or transferred will forthwith be canceled. In the event of a transfer of ownership of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to is not registered in the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product transfer records of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent Company, payment may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted made to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall or the Uncertificated Shares so transferred is registered if, in the case of a Certificate, such Certificate will be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and, in each case, the transferor provides the Exchange Agent and that the Person requesting Parent all documents required to evidence and effect such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish and establishes to the satisfaction of the Surviving Corporation Exchange Agent and Parent that such tax either has any applicable transfer or other Taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b), Each Certificate and each Uncertificated Share will be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive upon surrender in accordance with this Section 2.3 the product of consideration into which the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Shares will have been converted pursuant to Section 2.12.2. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationto holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article 2.
Appears in 1 contract
Exchange Procedures. Promptly As soon as practicable after the Effective TimeTime (and in any event within five (5) Business Days after), the Surviving Corporation Parent shall cause the Paying Agent to mail or deliver to each Person (Holder of record, as hereinafter defined) who was, at of the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c(i) a letter of transmittal (which shall be in customary form and 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 Paying Agent and which shall otherwise be in a the form and have such other customary provisions as Parent and the Surviving Corporation Company may reasonably specify) containing and (ii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each to be received by the Holder thereof pursuant to this Agreement. Upon surrender of a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender for cancellation to the Paying Agent Agent, together with a letter of such Certificate or Certificates transmittal duly completed and Letter of Transmittal duly validly executed and completed in accordance with the instructions thereto (together with thereto, and such other documents as may be reasonably required pursuant to such instructions, the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender Holder of such shares Certificate shall be entitled to receive promptly in exchange therefor the Merger Consideration for each share of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock formerly represented by such Certificate, and the Certificate or Certificatesso surrendered shall be forthwith cancelled. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it No interest shall be a condition paid or accrued for the benefit of such exchange that Holders of the Certificate so surrendered Certificates on the Merger Consideration payable upon the surrender of the Certificates. At the Effective Time, the stock transfer books of the Company shall be properly endorsedclosed, with signature guaranteed, or otherwise in proper form and thereafter there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding on the records of the Company. If Certificates are presented to the Company for transfer and that following the Person requesting such exchange Effective Time, they shall pay to the Paying Agent any transfer or other taxes required by reason be canceled against delivery of the payment Merger Consideration. All cash paid upon surrender of shares of Company Common Stock in accordance with the Per Share Merger Consideration terms of this Article II shall be deemed to a Person other than the registered holder have been paid in full satisfaction of the Certificate all rights pertaining to such shares of Company Common Stock. Until so surrendered, or each such Certificate shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time represent after the Effective Time, each Certificate shall be deemed to represent for all purposes, only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail or deliver be mailed to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Target Capital Stock, whose shares are being were converted into the Per Share Merger Consideration right to receive cash and shares of Acquiror Common Stock (and cash in lieu of fractional shares) pursuant to Section 2.1(c1.6, (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Paying Agent Exchange Agent, and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Acquiror may reasonably specify) containing and (ii) instructions for use by holders in effecting the surrender of Company the Certificates in exchange for cash and certificates representing shares of Acquiror Common Stock (and cash in lieu of fractional shares). Upon surrender of a Certificate for cancellation to effect 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 instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (in such amounts as are determined for such holder pursuant to Section 1.6) cash, if applicable, and a certificate, if applicable, representing the number of their whole shares of Company Acquiror Common Stock for and payment in lieu of fractional shares, if applicable, and the Per Share Merger Consideration as provided herein (Certificate so surrendered shall forthwith be canceled. Until so surrendered, each a “Letter outstanding Certificate that, prior to the Effective Time, represented shares of Transmittal”). As soon as reasonably practicable Target Capital Stock will be deemed from and after the Effective Time, each holder for all corporate purposes, other than the payment of an outstanding Certificate or Certificates shalldividends, upon surrender to evidence the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent ownership of the surrender number of full shares of Acquiror Common Stock into which such shares of Company Common Target Capital Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock))have been so converted, be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms if any, and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product an amount in cash, if any, determined in accordance with Section 1.6, including cash in lieu of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationfractional shares.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Micromuse Inc)
Exchange Procedures. Promptly after following the Effective Time, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Tellurian Stock and whose (the “Certificates”) or of non-certificated shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(cof Tellurian Stock represented by book-entry (“Book-Entry Shares”) (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title approved by Tellurian prior to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder and (ii) instructions for use in effecting the surrender of an outstanding Certificate Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of Certificates shall(or affidavits of loss and, if reasonably requested by Magellan, appropriate bonds in lieu thereof), or in the case of Book-Entry Shares, upon surrender adherence to the Paying applicable procedures set forth in the letter of transmittal, for cancellation to the Exchange Agent together with such letter of such Certificate or Certificates transmittal, properly completed and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with thereto, and such other documents as the Paying Agent may be reasonably request) and acceptance thereof required by the Paying Exchange Agent (oror pursuant to such instructions, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a bookCertificates or Book-entry account statement (it being understood that any references herein to “Certificates” Entry Shares shall be deemed entitled to include references receive in exchange therefor the Merger Consideration, without interest, allocable to booksuch Certificates or Book-entry account statements relating to Entry Shares, and the Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock)Tellurian Stock which is not registered in the transfer records of Tellurian, the Merger Consideration may be issued to a transferee if the Certificate representing such shares of Tellurian Stock is presented to the Exchange Agent (or in the case of Book-Entry Shares, upon adherence to the applicable procedures set forth in the letter of transmittal), be entitled accompanied by all documents required to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by evidence and effect such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 by evidence that the Person requesting such exchange shall pay to the Paying Agent any applicable stock transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has Taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b)2.3, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1the Merger Consideration allocable to such Certificates or Book-Entry Shares. No interest dividends or other distributions with respect to Magellan Stock issued in the Merger having a record date after the Effective Time and payable to the holders of record thereof after the Effective Time will be paid to Persons entitled by reason of the Merger to receive Magellan Stock until such Persons surrender their Certificates (or will accrue in the case of Book-Entry Shares, upon adherence to the applicable procedures set forth in the letter of transmittal) as provided in this Section 2.3(b). Upon such surrender, there shall be paid to the Person in whose name the Merger Consideration is issued any dividends or other distributions having a record date after the Effective Time and payable with respect to such Magellan Stock between the Effective Time and the time of such surrender. After such surrender, at the appropriate payment date, there shall be paid to the Person in whose name the Merger Consideration is issued any dividends or other distributions on any cash payable as Per Share Merger Considerationsuch Magellan Stock with a payment date after such surrender which shall have a record date after the Effective Time. In no event shall the Persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magellan Petroleum Corp /De/)
Exchange Procedures. Promptly after the Effective TimeAs soon as reasonably practicable, the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company a certificate which immediately prior to the Effective Time represented outstanding Common Stock Shares, Series E Shares, and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(cSeries G Shares (each, a “Certificate”) (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to (ii) instructions for effecting the Certificates shall pass, only upon delivery surrender of the Certificates in exchange for the Merger Consideration Per Common Share, the Merger Consideration Per Series E Share, and the Merger Consideration Per Series G Share (as the case may be) payable with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent and shall otherwise be in a form and have Exchange Agent, together with such other provisions as letter of transmittal, duly executed, the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to paid promptly in exchange therefor cash in an amount of cash (payable by check) equal to the product Merger Consideration Per Common Share, the Merger Consideration Per Series E Share, and the Merger Consideration Per Series G Share that such holder has the right to receive pursuant to the provisions of this Article III, and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Common Shares, Series E Shares and Series G Shares which is not registered in the transfer records of the Per Share Company, the Merger Consideration multiplied by Per Common Share, the number of shares of Company Common Stock represented by such Certificate Merger Consideration Per Series E Share, or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent Merger Consideration Per Series G Share may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted paid to a Person person other than the Person person in whose name the Certificate so surrendered for exchange is registered, it shall be a condition of if such exchange that Certificate is presented to the Certificate so surrendered shall be properly endorsedExchange Agent, with signature guaranteed, or otherwise in proper form for accompanied by all documents required to evidence and effect such transfer and by evidence that the Person requesting such exchange shall pay to the Paying Agent any applicable stock transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b)3.2, each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender the Merger Consideration Per Common Share, the Merger Consideration Per Series E Share, or the Merger Consideration Per Series G Share, as the case may be, as contemplated by this Section 2.13.2. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration.FINAL 08/28/08
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prescient Applied Intelligence, Inc.)
Exchange Procedures. (i) Promptly after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Paying Payment Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a record holder of record shares of Company Common Stock as of the Effective Time (other than the Company and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(cits Subsidiaries and Parent and its Subsidiaries) (A) a letter of transmittal (which shall be specifying that in customary form and specify that respect of Certificates, delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Paying Agent Payment Agent, and shall otherwise which will be in a customary form and have such other provisions as agreed to by Parent and the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock prior to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender ) and (B) instructions (in customary form and agreed to by Parent and the Company prior to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed Effective Time) for use in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of effecting the surrender of such shares of Company Common Stock on a bookthe Certificates or Book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to Entry Shares in exchange for the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number payable in respect of shares of Company Common Stock represented by such Certificate Certificates or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions Book-Entry Shares, as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Payment Agent together with such letters of transmittal, properly completed and duly executed, and such other documents (including in respect of Book-Entry Shares) as may be reasonably required pursuant to such instructions, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of holder who held shares of Company Common Stock represented by immediately prior to the Effective Time (other than the Company and its wholly owned Subsidiaries and Parent and its wholly owned Subsidiaries) will be entitled to receive, upon surrender of the Certificates or Book-Entry Shares therefor, the Merger Consideration that such Certificate upon such surrender as contemplated by Section 2.1holder has the right to receive pursuant to this Article III. No interest will be paid or will accrue accrued on any cash payable as Per Share Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Roan Resources, Inc.)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, the Surviving Corporation Purchaser shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at holder of a certificate or certificates which immediately prior to the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into Time represented outstanding Shares (the Per Share Merger Consideration pursuant to Section 2.1(c"Certificates") (i) a letter of transmittal (which shall be in customary form and 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 Paying Agent Purchaser, and shall otherwise be in a form customary form) and have such other provisions as the Surviving Corporation may reasonably specify(ii) containing instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange of their shares of Company Common Stock for the Per Share right to receive the Merger Consideration as provided herein (each a “Letter of Transmittal”)Consideration. As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon Upon surrender to the Paying Agent Purchaser of such a Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (for cancellation, together with such letter of transmittal, duly executed, and such other documents as may be reasonably required pursuant to such instructions under applicable securities laws, the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificate shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to receive in exchange therefor the product whole shares of the Per Share Merger Consideration multiplied by Consideration, in accordance with Section 2.6, which such holder has the number right to receive in respect of shares of Company Common Stock the Shares formerly represented by such Certificate or Certificates. The Paying Agent shall accept (after taking into account all Shares then held by 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registeredholder), it but no fractional shares shall be a condition issued and no cash or other consideration shall be issued or delivered in respect of any such exchange that fractional share interests, and the Certificate so surrendered shall forthwith be properly endorsedcancelled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of Company, with signature guaranteedthe Merger Consideration such holder has the right to receive in respect of the Shares may be issued/distributed to a transferee if the Certificate representing such Shares is presented to Purchaser, or otherwise in proper form for accompanied by all documents required to evidence and effect such transfer and by evidence that the Person requesting such exchange shall pay to the Paying Agent any applicable stock transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b)2.8, each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive upon such surrender the product Merger Consideration which such holder has the right to receive in respect of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock Shares formerly represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger ConsiderationCertificate.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Merger (Bioaccelerate Holdings Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective Time, the Surviving Corporation Parent shall use its reasonable best efforts to cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at record holder of a certificate or certificates which immediately prior to the Effective Time, a holder of record Time represented outstanding shares of Company Common Stock and whose shares are being converted into in the Per Share Merger Consideration pursuant to Section 2.1(c(the "Certificates") a letter of transmittal (which shall be in customary form and form, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent Exchange Agent, and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing contain instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter and cash in lieu of Transmittal”fractional shares). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon Upon surrender for cancellation to the Paying Exchange Agent of a Certificate, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor either (i) the Cash Consideration, or Certificates and Letter (ii) a certificate representing that number of Transmittal duly executed and completed whole shares of Parent Common Stock into which the shares represented by the surrendered Certificate shall have been converted at the Effective Time pursuant to this Article I, cash in lieu of any fractional share in accordance with the instructions thereto (together with such Section 1.8 and certain dividends and other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 distributions in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicableSection 1.7. Until surrendered as contemplated by this Section 2.2(b)1.6 hereof, each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by the Merger Consideration, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article 1, certain dividends or other distributions in accordance with Section 2.11.7 hereof and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.8 hereof. No interest will shall be paid or will accrue on any cash payable as Per Share Merger Considerationto holders of Certificates pursuant to the provisions of this Article 1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Excel Industries Inc)
Exchange Procedures. Promptly As soon as reasonably practicable (and in any event within ten (10) Business Days) after the Effective Time, the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, was a holder of record of Company Common Stock and Shares immediately prior to the Effective Time, whose shares are being Shares were converted into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c2.5, (i) a the form of letter of transmittal for use in effecting the surrender of stock certificates that immediately prior to the Effective Time represented Shares (each, a “Certificate”) or non-certificated Shares represented by Book-Entry (“Book-Entry Shares”) (which transmittal letter 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 to the Paying Agent Exchange Agent) and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify(ii) containing instructions for use by holders of Company Common Stock to effect in surrendering the Certificates or Book-Entry Shares in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein Consideration. The parties hereby acknowledge and agree that the ten (10) Business Day period set forth in the previous sentence will be tolled for each Business Day the Exchange Agent has not received the necessary stockholder records from the Company’s transfer agent. Upon surrender of a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender a Book-Entry Share for cancellation to the Paying Agent Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Certificates Book-Entry Share shall be paid promptly in exchange therefor, and Letter of Transmittal duly executed and completed Parent shall cause the Exchange Agent to pay to such holder, the Merger Consideration in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent respect of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock Shares previously represented by such Certificate or CertificatesBook-Entry Share, and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as In the Paying Agent event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted made to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered is registered if such Certificate shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the such Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation Parent that such tax either Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), Each Certificate and Book-Entry Share shall be deemed at any time all times from and after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive upon surrender in accordance with this Section 2.7 the product Merger Consideration in respect of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock Shares previously represented by such Certificate upon such surrender as contemplated by Section 2.1or Book-Entry Share. No interest will shall be paid or will shall accrue on any cash payable as Per Share Merger Considerationto holders of Certificates or Book Entry Shares pursuant to the provisions of this Article 2.
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Merger Sub will instruct the Surviving Corporation shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Common Stock (other than Dissenting Shares and whose shares are being converted into the Per Share Merger Consideration to be canceled pursuant to Section 2.1(c2.01(b)) (the "Certificates"), (i) a form letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Merger Sub may reasonably specify) containing and (ii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each Consideration. Upon surrender of a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Merger Sub, together with a letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions (collectively, the "Transmittal Documents"), the holder of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to receive in exchange therefor the product of the Per Share Merger Consideration multiplied by the number for each share of shares of Company Common Stock formerly represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms Certificate, without any interest thereon, less any required withholding of taxes, and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall thereupon be canceled. In the event of a transfer of ownership of shares of Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be issued and paid in accordance with this Article II to the transferee of such shares if the Certificate evidencing such shares of Common Stock is presented to the Exchange Agent and is properly endorsed, with signature guaranteed, endorsed or otherwise in proper form for transfer transfer. The signature on the Certificate or any related stock power must be properly guaranteed and that the Person person requesting such exchange shall payment of the Merger Consideration must either pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered, surrendered or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents. 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 will be payable on such Merger Consideration. Until surrendered as contemplated by in accordance with this Section 2.2(b)2.02, each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent evidence only the right to receive receive, upon such surrender, the product of the Per Share Merger Consideration multiplied by the number for each share of shares of Company Common Stock formerly represented by such Certificate upon such surrender Certificate. The Exchange Fund shall not be used for any purpose other than as contemplated by Section 2.1set forth in this Article II. No interest will Any interest, dividends or other income earned on the investment of cash held in the Exchange Fund shall be paid or will accrue on any cash payable as Per Share Merger Consideration.for the account of the Surviving Corporation. (c)
Appears in 1 contract
Exchange Procedures. Promptly after the Merger Effective Time, and in any event no later than ten Business Days after the Surviving Corporation Merger Effective Time, Holdings shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company a certificate (or evidence of shares in book-entry form) which immediately prior to the DIRECTV Effective Time or the Merger Effective Time, as applicable, represented outstanding shares of DIRECTV Common Stock (other than the Liberty DIRECTV Shares) (the “DIRECTV Certificates”) or of Splitco Common Stock (other than the Xxxxxx Splitco Shares) (the “Splitco Certificates” and whose shares are being together with the DIRECTV Certificates, the “Certificates”), which at the DIRECTV Effective Time or the Merger Effective Time, as applicable, were converted into the Per Share right to receive the DIRECTV Merger Consideration or the Splitco Merger Consideration, as applicable, pursuant to Section 2.1(c2.1, (i) a letter of transmittal (which shall be in customary form and 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 Paying Agent Exchange Agent, and which shall be in customary form and shall otherwise be in a form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as the Surviving Corporation Holdings may reasonably specify) containing and (ii) instructions for use by in effecting the surrender of the Certificates in exchange for certificates (or evidence of shares in book-entry form) representing, as applicable, the DIRECTV Merger Consideration or the Splitco Merger Consideration, any dividends or other distributions to which holders of Company Certificates are entitled pursuant to Section 2.2(c) and cash in lieu of any fractional shares of Holdings Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”which such holders are entitled pursuant to Section 2.1(c). As soon as reasonably practicable after the Effective Time, each holder Upon surrender of an outstanding a Certificate or Certificates shall, upon surrender for cancellation to the Paying Agent Exchange Agent, together with such letter of such Certificate or Certificates transmittal, duly completed and Letter of Transmittal duly validly executed and completed in accordance with the instructions thereto (together with and such other customary documents as the Paying Agent may reasonably request) and acceptance thereof be required by the Paying Agent Exchange Agent), the holder of such Certificate shall be entitled to receive in exchange therefor (or, if such A) a certificate (or evidence of shares are held in book-entry form) representing that number of whole shares of Holdings Common Stock that such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Splitco Common Stock or DIRECTV Common Stock then held by such holder under all such Certificates so surrendered, (B) any dividends or other uncertificated form, upon the entry through a book-entry transfer agent distributions to which such holder is entitled pursuant to Section 2.2(c) and (C) cash in lieu of the surrender of such any fractional shares of Company Holdings Common Stock on to which such holder is entitled pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the transfer of ownership of shares of Company Splitco Common Stock))Stock or DIRECTV Common Stock that is not registered in the transfer records of Splitco or DIRECTV, be entitled to an amount as applicable, a certificate (or evidence of cash (payable by checkshares in book-entry form) equal to representing the product of the Per Share Merger Consideration multiplied by the proper number of shares of Company Holdings Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted issued to a Person other than the Person in whose name the Certificate so surrendered for exchange is registered, it shall be a condition of if, upon presentation to the Exchange Agent, such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or shall otherwise be in proper form for transfer and that the Person requesting such exchange issuance shall pay to the Paying Agent have paid any transfer or and other taxes required by reason of the payment issuance of the Per Share Merger Consideration shares of Holdings Common Stock to a Person other than the registered holder of the such Certificate so surrendered, or shall establish have established to the reasonable satisfaction of the Splitco Surviving Corporation or DIRECTV Surviving Corporation, as applicable, that such tax either 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 DIRECTV Effective Time or the Merger Effective Time, each Certificate shall be deemed as applicable, to represent only the right to receive as applicable, the product of the Per Share DIRECTV Merger Consideration multiplied by or the number Splitco Merger Consideration, any dividends or other distributions to which the holder of such Certificate is entitled pursuant to Section 2.2(c) and cash in lieu of any fractional shares of Company Holdings Common Stock represented by to which such Certificate upon such surrender as contemplated by holder is entitled pursuant to Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration2.1(c), in each case, without interest.
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practicable (and in no event later than two Business Days) after the Effective Time, the Surviving Corporation Payment Agent shall cause the Paying Agent to mail or otherwise deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Target Capital Stock and whose shares are being of Target Capital Stock were converted into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c2.6, (i) a letter of transmittal in substantially the form attached hereto as Exhibit C (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Paying Agent and shall otherwise be in a form and have Payment Agent); (ii) such other provisions customary documents as the Surviving Corporation may reasonably specifybe required pursuant to such instructions; and (iii) containing instructions for use by holders in effecting the surrender of Company Common Stock the certificate or certificates (the “Certificates”) that immediately prior to effect the exchange of their Effective Time represented outstanding shares of Company Common Target Capital Stock in exchange for the Per Share Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor an amount in cash equal to the portion of the Closing Merger Consideration that such holder is eligible to receive as provided herein (set forth on the Payment Schedule. The Certificate so surrendered shall forthwith be canceled. Until so surrendered, each a “Letter outstanding Certificate that prior to the Effective Time represented shares of Transmittal”). As soon as reasonably practicable Target Capital Stock will be deemed from and after the Effective Time, each holder for all corporate purposes to evidence the right to receive the portion of an outstanding Certificate or Certificates shallthe Merger Consideration as set forth in this Agreement. Notwithstanding the foregoing, upon surrender any Effective Time Holder who, prior to the Paying Closing Date, has delivered to Payment Agent a Certificate (or an affidavit of such Certificate or Certificates lost stock certificate as described in Section 2.14), together with a letter of transmittal and Letter of Transmittal other documents, duly completed and validly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (orthereto, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to receive a wire transfer on the Closing Date of an amount of in cash (payable by check) equal to the product portion of the Per Share Closing Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or holder is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right eligible to receive as set forth on the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger ConsiderationPayment Schedule.
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Exchange Procedures. Promptly after At, or as soon as practicable after, the Effective Time, the Surviving Corporation Liquid shall cause the Paying Exchange Agent to mail or deliver to each Person holder of record (as hereinafter defined) who was, at of the Effective Time, ) of a holder certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of record of Company Alliance Common Stock and (including shares of Alliance Common Stock issuable upon the conversion of Alliance Preferred Stock immediately prior to the Effective Time) whose shares are being were converted into the Per Share Merger Consideration right to receive shares of Liquid Common Stock pursuant to Section 2.1(c1.5(a) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Liquid may reasonably specify) containing and (ii) instructions for use by holders in effecting the surrender of Company the Certificates in exchange for certificates representing shares of Liquid Common Stock and any dividends or other distributions pursuant to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”Section 1.8(d). As soon as reasonably practicable after the Effective Time, each holder Upon surrender of an outstanding Certificate or Certificates shall, upon surrender for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Liquid, together with such letter of such Certificate or Certificates transmittal, duly completed and Letter of Transmittal duly validly executed and completed in accordance with the instructions thereto (together with and such other documents as the Paying Agent may reasonably request) and acceptance thereof be required by the Paying Agent (orExchange Agent, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificates shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by receive in exchange therefor the number of shares of Company Liquid Common Stock represented and cash in lieu of fractional shares (after taking into account all Certificates surrendered by such Certificate or Certificates. The Paying Agent shall accept holder) to which such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose holder is entitled pursuant to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it Section 1.5(b) (which shall be in uncertificated book entry form unless a condition of such exchange that physical certificate is requested or is otherwise required by applicable law or regulation) and any dividends or distributions payable pursuant to Section 1.8(d), and the Certificate Certificates so surrendered shall forthwith be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate canceled. Until so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time outstanding Certificates will be deemed from and after the Effective Time, each Certificate shall be deemed for all corporate purposes, to represent only evidence the right to receive the product ownership of the Per Share Merger Consideration multiplied by the number of shares of Company Liquid Common Stock represented by and cash in lieu of fractional shares into which such Certificate shares of Alliance Common Stock (including shares of Alliance Common Stock issuable upon such surrender as contemplated by conversion of Alliance Preferred Stock immediately prior to the Effective Time) shall have been so converted and the right to receive any dividends or distributions payable pursuant to Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration1.8(d).
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Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Surviving Corporation shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and whose shares are being converted into (the Per Share Merger Consideration pursuant to Section 2.1(c"Company Stock Certificates") (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Company Stock Certificates shall pass, only upon proper delivery of the Company Stock Certificates to the Paying Exchange Agent and shall otherwise be in a form customary form) and have such other provisions as the Surviving Corporation may reasonably specify(ii) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of effecting the surrender of such shares of the Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to Certificates in exchange for the ownership of shares of Company Common Stock)), be entitled to an amount of cash (Merger Consideration payable by check) equal to the product in respect of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Company Stock Certificates. The Paying Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent shall accept such Certificates upon compliance together with such reasonable terms letter of transmittal, duly completed and conditions as the Paying Agent may impose to effect an orderly exchange thereof validly executed in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name instructions thereto, the Certificate surrendered for exchange is registered, it shall be a condition holder 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Company Stock Certificate shall be deemed to represent only the right entitled to receive in exchange therefor, the product Merger Consideration payable in respect of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Company Stock Certificate and any cash in lieu of fractional shares pursuant to Section 1.8(f) hereof and any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c) hereof, and the Company Stock Certificate so surrendered shall be canceled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time shall be deemed from and for all corporate purposes, to evidence the right to receive upon such surrender as contemplated the Merger Consideration payable in respect of the shares of Company Common Stock represented by Section 2.1. No interest will be paid or will accrue on such Company Stock Certificate and any cash payable as Per Share Merger Considerationin lieu of fractional shares pursuant to Section 1.8(f) hereof and any dividends on other distributions to which such holder is entitled pursuant to Section 1.8(c) hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Juniper Networks Inc)
Exchange Procedures. Promptly after At the Effective Time, Nextel shall issue the Surviving Corporation Nextel Shares to Indimich and Indimich shall cause deliver the Paying Agent Nextel Shares to mail or deliver the holders of Class A Common Stock and WVB Options pursuant to each Person (as hereinafter definedSection 2.2.1(a) who was, at the Effective Time, a and to Telcom pursuant to Section 2.2.1(c). Each holder of record of Company (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Class A Common Stock and whose shares are being (the "Certificates") or (ii) a WVB Option, in each case that were converted (the "Converted Shares") into the Per Share Merger Consideration right to receive from Indimich shares of Nextel Common Stock pursuant to Section 2.1(c) 2.2.1, shall surrender at the Effective Time the Certificates, or original documentation representing the WVB Options, as the case may be, in exchange for a letter certificate representing that number of transmittal (whole shares of Nextel Common Stock which shall be in customary form and specify that delivery shall be effected, and risk of loss and title such holder has the right to receive pursuant to the Certificates provisions of this Section 2.2. If any Certificate shall passhave been lost, only stolen, mislaid or destroyed, upon delivery receipt of (i) an affidavit of that fact from the Certificates holder claiming such Certificate to the Paying Agent and shall otherwise be in a form and have lost, stolen, mislaid or destroyed, (ii) such other provisions bond, security or indemnity as the Surviving Corporation Indimich may reasonably specifyrequire and (iii) containing instructions for use by holders of Company Common Stock any other documentation necessary to evidence and effect the bona fide exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each thereof, Indimich shall cause Nextel to issue to such holder a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by certificate representing the number of shares of Company Nextel Common Stock into which the shares represented by such lost, stolen, mislaid or destroyed Certificate or Certificatesshall have been converted. The Paying Agent Each WVB Optionholder shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose provide to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is Indimich evidence satisfactory to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason Indimich of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the full and complete satisfaction of the Surviving Corporation that all obligations of WVB to such tax either has been paid or is not applicableWVB Optionholder. Until surrendered as contemplated by this Section 2.2(bA-6 13 (b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nextel Communications Inc)
Exchange Procedures. Promptly (a) As promptly as reasonably practicable after the Effective Time, the Surviving Corporation but in no event later than ten (10) days thereafter, Parent shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of one or more Old Certificates representing shares of Company Common Stock and whose shares are being immediately prior to the Effective Time that have been converted at the Effective Time into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c) 1.5, a letter of transmittal (a “Letter of Transmittal”) (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Paying Agent Exchange Agent) and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of effecting the surrender of the Old Certificates in exchange for the Merger Consideration which such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein holder shall have become entitled to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)receive in accordance with, and subject to, Section 1.5(a), be entitled to an amount and any cash in lieu of cash (payable by check) equal to fractional shares which the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate Old Certificate(s) shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or Certificatesdistributions to be paid pursuant to Section 2.2(c). The Paying Agent shall accept such Certificates From and after the Effective Time, upon compliance proper surrender of an Old Certificate(s) for exchange and cancellation to the Exchange Agent, together with such reasonable terms and conditions properly completed Letter of Transmittal duly executed, the holder of such Old Certificate(s) shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing the Paying Agent may impose Merger Consideration to effect an orderly exchange thereof which such holder of Company Common Stock shall have become entitled to receive in accordance with normal exchange practices. If with, and subject to, Section 1.5(a), and (ii) any cash is in lieu of fractional shares which such holder has the right to be remitted receive in respect of the surrendered Old Certificate(s) pursuant to a Person other than Section 1.5(b) and (3) any dividends or distributions which the Person in whose name holder thereof has the Certificate surrendered for exchange is registeredright to receive pursuant to Section 2.2(c), it shall be a condition of such exchange that and the Certificate Old Certificate(s) so surrendered shall forthwith be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been cancelled. No interest will be paid or is not applicableaccrued on any cash in lieu of fractional shares payable to holders of Old Certificates or any dividends payable under Section 2.2(c). Until surrendered as contemplated by this Section 2.2(b)2.2, each Old Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive receive, upon surrender, the product of the Per Share Merger Consideration multiplied by the number and any cash in lieu of fractional shares or in respect of Company Common Stock represented by such Certificate upon such surrender dividends or distributions as contemplated by this Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration2.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sandy Spring Bancorp Inc)
Exchange Procedures. Promptly (and in any event within five Business Days) after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail or deliver be mailed to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c) Certificate, a letter of transmittal (which shall be in customary form and 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 to the Paying Exchange Agent in customary form) and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Upon surrender of a Company Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required pursuant to such instructions, the holder of such Company Certificate shall be entitled to receive promptly in exchange therefor (A) a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive as part of the Merger Consideration and (B) a check for the cash that such holder is entitled to receive, and the Company Certificate so surrendered shall forthwith be cancelled. Until so surrendered, each outstanding Company Certificate shall be deemed from and after the Closing, for all corporate purposes, to evidence the right to receive upon such surrender the Merger Consideration. Any portion of the shares of Parent Common Stock and cash deposited with the Exchange Agent pursuant to Section (b) above, which remains undistributed to the holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable 12 months after the Effective Time, each holder of an outstanding Certificate or Certificates shallClosing shall be delivered to Parent, upon surrender to the Paying Agent of such Certificate or Certificates demand, and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number holders of shares of Company Common Stock represented by such Certificate or Certificates. The Paying Agent who have not theretofore complied with this Exhibit D shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose thereafter be entitled to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the receive from Parent payment of the Per Share Merger Consideration and any dividends or distributions with respect to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Parent Common Stock represented by to which such Certificate upon such surrender as contemplated by Section 2.1. No interest will holders may be paid or will accrue on any cash payable as Per Share Merger Considerationthen entitled.
Appears in 1 contract
Samples: Lock Up Agreement (Oxigene Inc)
Exchange Procedures. Promptly As soon as reasonably practicable following the Effective Time of the Merger, but in any event no later than two (2) Business Days after the Effective TimeTime of the Merger, the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail or deliver send to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c) Stockholder a letter of transmittal in the form attached hereto as Exhibit F (which shall be in customary form and 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 Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after ) for use in surrendering to the Company certificates that immediately prior to the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent Time of the surrender of such shares of Merger evidenced Company Common Stock on a book-entry account statement (it being understood that any references herein to the “Common Certificates”) or Series A Preferred Stock (the “Preferred Certificates”, and together with the Common Certificates, the “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)”), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b1.15, each (A) Common Certificate (other than Common Certificates representing Dissenting Shares), shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time of the Merger to represent only the right to receive upon the product surrender of such Common Certificate, the Per Share Common Stock Merger Consideration multiplied by that the number holder thereof has the right to receive in respect of shares each share of such Company Common Stock pursuant to the provisions of this Agreement, and (B) Preferred Certificate (other than Preferred Certificates representing Dissenting Shares), shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon the surrender of such Preferred Certificate, the Per Share Preferred Stock Merger Consideration that the holder thereof has the right to receive in respect of each share of such Series A Preferred Stock pursuant to the provisions of this Agreement. Other than with respect to interest that accrues on the Escrow Account, no interest shall be paid or will accrue on any of the cash merger consideration payable to the Stockholders. As it relates to holders of (A) Company Common Stock, upon the surrender of Common Certificates or, in the absence thereof, Affidavits (as defined below), representing Company Common Stock and the delivery of an executed Letter of Transmittal to Parent, each Stockholder shall be paid for each share of Company Common Stock represented by such Certificate Common Certificates, without interest thereon, the Per Share Common Stock Merger Consideration, and (B) Series A Preferred Stock, upon such the surrender of Preferred Certificates or, in the absence thereof, Affidavits (as contemplated by Section 2.1. No interest will defined below), representing Series A Preferred Stock and the delivery of an executed Letter of Transmittal to Parent, each Stockholder shall be paid or will accrue on any cash payable as for each share of Series A Preferred Stock represented by such Preferred Certificates, without interest thereon, the Per Share Preferred Stock Merger Consideration, by Parent as soon as reasonably practicable (but in no event later than five (5) Business Days) thereafter. Notwithstanding the foregoing, Parent shall pay, or cause the Exchange Agent to pay, immediately following the Effective Time of Merger, to each Stockholder, the Per Share Common Stock Merger Consideration or Per Share Preferred Stock Merger Consideration, as applicable, payable to such Stockholder hereunder, if such Stockholder has delivered to the Exchange Agent properly executed Letter(s) of Transmittal and the Certificates evidencing such shares of Company Common Stock or Series A Preferred Stock, as applicable, at least two (2) Business Days prior to the Closing Date. Notwithstanding anything herein to the contrary, no payment of the Per Share Common Stock Merger Consideration or the Per Share Preferred Stock Merger Consideration shall be made to any Stockholder who does not present the applicable Certificates for cancellation representing shares of Company Common Stock or Series A Preferred Stock, or, in the alternative, an affidavit and bond in such sum as Parent may reasonably direct as indemnity, in form and substance reasonably satisfactory to Parent, stating that any of such Certificates are lost, stolen or destroyed and that such holder will indemnify and hold Parent, the Transitory Surviving Corporation, and the Surviving Company, and each of their respective officers, directors and agents harmless from any costs, expenses and damages that may be incurred if such certificates are later produced (an “Affidavit”).
Appears in 1 contract
Exchange Procedures. Promptly As soon as practicable after the Second Effective Time, the Surviving Corporation Office Depot shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company a certificate (a “Certificate”) which immediately prior to the Second Effective Time represented outstanding shares of OfficeMax Common Stock and whose shares are being were converted into the Per Share Merger Consideration right to receive shares of Office Depot Common Stock pursuant to Section 2.1(c2.3(b), (i) a letter of transmittal (the form and substance of which shall be in customary form have been reasonably approved by OfficeMax prior to the Second Effective Time and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other customary provisions as the Surviving Corporation Office Depot may reasonably specify) containing and (ii) instructions for use by holders effecting the surrender of Company Common Stock to effect the Certificates in exchange of their for shares of Company Office Depot Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter Stock, cash in lieu of Transmittal”fractional shares, if any, payable pursuant to Section 2.4(b) and unpaid dividends and distributions, if any, payable pursuant to Section 2.5(c). As soon as reasonably practicable after the Effective Time, each holder Upon surrender of an outstanding a Certificate or Certificates shall, upon surrender for cancellation to the Paying Agent Exchange Agent, together with a duly executed letter of transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate or Certificates and Letter certificates or evidence of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood form representing that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the whole number of shares of Company Office Depot Common Stock which such holder has the right to receive pursuant to Section 2.3(b) in such denominations and registered in such names as such holder may reasonably request and (B) a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article II, after giving effect to any required withholding tax. The shares represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time2.5, each Certificate shall be deemed at any time after the Second Effective Time to represent only the right to receive upon surrender whole shares of Office Depot Common Stock and cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, as provided in this Article II, after giving effect to any required withholding tax. Office Depot, without any action on the product part of any holder, shall cause the Exchange Agent to (x) issue, as of the Per Share Second Effective Time, to each holder of uncertificated shares of OfficeMax Common Stock (a “Book-Entry Share”) that number of whole shares of Office Depot Common Stock that the holder is entitled to receive pursuant to Section 2.3(b) and cancel such Book-Entry Shares and (y) mail to each holder of Book-Entry Shares a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, as provided in this Article II, after giving effect to any required withholding tax. Office Depot shall also cause the Exchange Agent to mail to each such holder of Book-Entry Shares materials (in a form to be reasonably agreed by Office Depot and OfficeMax prior to the Second Effective Time) advising such holder of the effectiveness of the Second Merger Consideration multiplied by and the conversion of such holder’s Book-Entry Shares pursuant to the Second Merger. No interest shall be paid or accrued on the cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, payable to OfficeMax Stockholders. In the event of a transfer of ownership of shares of OfficeMax Common Stock that is not registered on the transfer records of OfficeMax, the proper number of shares of Company Office Depot Common Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued to such transferee if all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid and, with respect to shares of OfficeMax Common Stock represented by a Certificate, the Certificate held by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationtransferee are presented to the Exchange Agent.
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime but in any event not later than five Business Days thereafter, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) and to each holder of uncertificated shares of Company Common Stock (the “Uncertificated Shares”), in each case whose shares are being were converted into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c2.2, (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates or the Uncertificated Shares shall pass, only upon delivery of the Certificates or the transfer of the Uncertificated Shares to the Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Parent may reasonably specify) containing and (ii) instructions for use by holders in surrendering the Certificates or transfer of Company Common Stock to effect the Uncertificated Shares in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”)Consideration. As soon as reasonably practicable after the Effective Time, each Each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by such a Certificate or Certificates. The Paying Agent shall accept such Certificates Uncertificated Share, upon compliance (A) surrender of a Certificate for cancellation to the Exchange Agent, together with such reasonable terms letter of transmittal, duly executed, and conditions such other documents as may reasonably be required by the Exchange Agent, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Paying Exchange Agent may impose reasonably request), in the case of a book-entry transfer of Uncertificated Shares. Upon payment of the Merger Consideration pursuant to effect an orderly exchange thereof the provisions of this Article 2, each Certificate or Uncertificated Share so surrendered or transferred shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in accordance with normal exchange practices. If cash is to the transfer records of the Company, payment may be remitted made to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered or the Uncertificated Shares so transferred is registered if such Certificate shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer or such Uncertificated Shares shall be properly transferred and that the Person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the such Certificate so surrendered, or shall Uncertificated Shares or establish to the satisfaction of the Surviving Corporation Parent that such tax either Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), Each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive upon surrender in accordance with this Section 2.3 the product of the Per Share Merger Consideration multiplied by into which the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by or Uncertificated Shares shall have been converted pursuant to Section 2.12.2. No interest will shall be paid or will shall accrue on any cash payable as Per Share Merger Considerationto holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Martek Biosciences Corp)
Exchange Procedures. Promptly As soon as reasonably practicable ------------------- after the Effective Time, Metromedia shall instruct the Surviving Corporation shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and (collectively, the "Certificates") whose shares are being were converted into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c2.1(a), (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Metromedia may reasonably specify) containing and (ii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange for certificates representing the Merger Securities comprising the Merger Consideration. Upon surrender of their shares of Company Common Stock a Certificate for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender cancellation to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as reasonably may be required by the Paying Agent may reasonably request) Exchange Agent, and acceptance thereof by the Paying Agent (orExchange Agent, if such shares are held in book-entry or other uncertificated form, upon the entry through each holder of a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificate shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal receive in exchange therefor certificates representing the Merger Securities comprising the Merger Consideration that such holder has the right to receive pursuant to the product provisions of this Article 2, and the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificatesso surrendered shall forth- with be canceled. The Paying Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying 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 books and records of the Company or its transfer agent of Certificates and if such Certificates are presented to the Company for transfer, they shall be canceled against delivery of certificates representing the Merger Securities comprising the Merger Consideration as herein provided. If cash is any certificates for Merger Securities are to be remitted to issued in a Person name other than the Person that in whose name which the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed, with the signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent Company or its transfer agent any transfer or other taxes required by reason of the payment issuance of certificates representing such Merger Securities in the Per Share Merger Consideration to a Person name other than that of the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation Company or its transfer agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.2, each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration.to
Appears in 1 contract
Samples: Agreement and Plan of Merger (Metro-Goldwyn-Mayer Inc)
Exchange Procedures. Promptly after (a) No later than five Business Days prior to the Effective Timedate that the Closing is scheduled to occur, the Surviving Corporation Buyer shall cause the Paying Agent to mail be mailed, or deliver otherwise made available, to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record certificates (the “Certificates”) formerly evidencing shares of Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c) Series A Preferred Stock a letter of transmittal (which shall be in customary form and 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 Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after After the Effective Time, each holder of an outstanding Certificate or Certificates shallCertificates, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of within one Business Day following the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating Certificates to the ownership Paying Agent, together with the completed Letter of shares of Company Common Stock))Transmittal, shall be entitled to an amount receive from the Paying Agent, in exchange therefor, by wire transfer of cash (payable by check) equal immediately available funds to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented account designated by such Certificate or Certificates. The Paying Agent shall accept holder in the Letter of Transmittal, the aggregate consideration for such Certificates upon compliance with such reasonable terms and conditions shares as the Paying Agent case may impose to effect an orderly exchange thereof be, in accordance with normal exchange practices. If cash is to be remitted to a Person other than as contemplated by this Agreement, and the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate Certificates so surrendered shall be properly endorsedcancelled. The Surviving Corporation, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent and Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of such shares, as the Certificate so surrenderedcase may be, such amounts as the Surviving Corporation, the Paying Agent or shall establish Buyer is required to deduct and withhold with respect to the satisfaction making of such payment under any provision of applicable tax Law. To the extent that amounts are so withheld by the Surviving Corporation that Corporation, the Paying Agent or Buyer, such tax either has withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such shares, as the case may be, in respect of which such deduction and withholding was made by the Surviving Corporation, the Paying Agent or is not applicableBuyer, as the case may be. Until surrendered as contemplated by this Section 2.2(b2.4 (other than Certificates representing Dissenting Shares (as defined below)), each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of aggregate consideration for such shares, as the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender case may be, in cash as contemplated by Section 2.1. No this Agreement, without interest will be paid or will accrue on any cash payable as Per Share Merger Considerationthereon.
Appears in 1 contract
Exchange Procedures. Promptly As soon as practicable after the Effective Time, the Surviving Corporation shall cause the Paying Payment Agent to will mail or deliver otherwise cause to be delivered to (i) each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c) a letter of transmittal substantially in the form of Exhibit G1 (which shall be in customary form and specify that delivery shall be effectedthe “Shareholder Letter of Transmittal”), and risk (i) each holder of loss and title to the Certificates shall pass, only upon delivery a vested Company Option who is not an employee of the Certificates to Company as of the Paying Agent and shall otherwise be Agreement Date a letter of transmittal substantially in a the form and have such other provisions as of Exhibit G2 (the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Optionholder Letter of Transmittal”). As soon as reasonably practicable Following the Effective Time and delivery to the Payment Agent of a duly completed and executed Letter of Transmittal, together with surrender of a Certificate (or Certificates) for cancellation or duly executed affidavit of loss, each Stockholder shall be entitled to receive in exchange therefor the portion of the Closing Date Merger Consideration to which such Stockholder is entitled pursuant to Section 1.6(a) (subject to the escrow contribution provisions of Section 1.8) and the Certificate(s) so surrendered shall be cancelled. Following the Effective Time and delivery to the Payment Agent of a duly completed and executed Option Cancellation Agreement each such holder of a vested Company Option shall be entitled to receive in exchange therefor the portion of the Closing Date Merger Consideration to which such holder is entitled pursuant to Section 1.6(a) (subject to the escrow contribution provisions of Section 1.8). Following the Effective Time, until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, each holder of an outstanding Certificate or Certificates shallfor all corporate purposes, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent evidence only the right to receive the product a portion of the Per Share Aggregate Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration.provided in this Article I.
Appears in 1 contract
Samples: Option Cancellation Agreement (Constant Contact, Inc.)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, the Surviving Corporation Buyer shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a Certificate whose shares of Company Common Stock and whose shares are being were converted into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c2.4(b), (i) a form of letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and which shall otherwise be in a customary form and shall have such other provisions as the Surviving Corporation Buyer may reasonably specify) containing and (ii) instructions for use by in surrendering the Certificates in exchange for applicable Merger Consideration, any dividends or other distributions to which holders of Company Certificates are entitled pursuant to Section 2.5(c) and cash in lieu of any fractional shares of Buyer Common Stock to effect which such holders are entitled pursuant to Section 2.5(e). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate (or evidence of their shares in book-entry form) representing that number of whole shares of Buyer Common Stock that such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered and (B) a check for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each cash that such holder of an outstanding Certificate or Certificates shall, upon surrender is entitled to receive pursuant to the Paying Agent provisions of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with this Article II after taking into account all the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on then held by such holder under all such Certificates so surrendered, including for the Cash Consideration portion of the Merger Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.5(c) and cash in lieu of any fractional shares of Buyer Common Stock to which such holder is entitled pursuant to Section 2.5(e), and the Certificate so surrendered shall then be canceled. In the event of a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the transfer of ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to Stock that is not registered in the product transfer records of the Per Share Merger Consideration multiplied by Company, (w) a certificate (or evidence of shares in book-entry form) representing the proper number of shares of Company Buyer Common Stock, (x) a check for the Cash Consideration portion of the Merger Consideration, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.5(c) and (z) cash in lieu of any fractional shares of Buyer Common Stock represented by to which such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent holder is entitled pursuant to Section 2.5(e), may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted issued to a Person other than the Person in whose name the Certificate so surrendered for exchange is registered, it shall be a condition of if, upon presentation to the Exchange Agent, such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment issuance of the Per Share Merger Consideration shares of Buyer Common Stock to a Person other than the registered holder of the such Certificate so surrendered, or shall establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such tax either Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b2.5(b), each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by the Merger Consideration, any dividends or other distributions to which the holder of such Certificate is entitled pursuant to Section 2.12.5(c) and cash in lieu of any fractional share of Buyer Common Stock to which such holder is entitled pursuant to Section 2.5(e). No interest will be paid or will accrue on the Merger Consideration or on any cash payable as Per Share Merger Considerationto holders of Certificates pursuant to Section 2.5(c) or (e).
Appears in 1 contract
Samples: Agreement and Plan of Merger (First State Bancorporation)
Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c) a letter of transmittal (which shall be in customary form and 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 Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, but in no event later than 30 days after the Closing Date, each holder of an outstanding Certificate certificate or Certificates certificates which, prior thereto, represented shares of PGI Common Stock and each holder of a vested and exercisable Option shall, upon surrender to the Paying Agent Surviving Corporation of such Certificate certificate or Certificates certificates (or a lost stock certificate affidavit and indemnity with respect thereto reasonably acceptable to AMS) together with an executed Letter of Transmittal duly Transmittal, in the case of PGI Common Stock, and properly executed and completed in accordance with the instructions thereto (exercise notice together with such other documents as an executed Letter of Transmittal, in the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent case of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock))an Option, be entitled to an amount the Initial Price Per Common Share and Deferred Payment for each share of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company PGI Common Stock represented by such Certificate certificate or Certificates. The Paying Agent shall accept certificates so surrendered, or the Initial Price Per Option Share and Deferred Payment, in the case of each Option with respect to which an exercise notice is so surrendered, for each share of PGI Common Stock represented by 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 normal exchange practicesOption. If cash payment is to be remitted paid to a Person any person other than the Person person in whose name the Certificate certificate or certificates representing shares of PGI Common Stock surrendered for in exchange therefor is registered, it shall be a condition of to such exchange that the Certificate so surrendered written instructions with respect thereto, reasonably satisfactory to AMS, shall be properly endorsed, provided to AMS with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent (i) payment of any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration for such consideration to a Person person other than the registered holder of the Certificate so certificate or certificates surrendered, or shall establish (ii) establishment to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or or, if AMS reasonably demonstrates that a tax may be applicable, that it is not applicable. Until surrendered as All amounts payable under this Section 3.2 shall be (i) paid in immediately available same-day funds, without interest, one full Business Day after the date when the applicable holder satisfies the procedures contemplated by this Section 2.2(b)3.2, at subject to Section 5.3, (ii) net of any time after debt owing by such holder (other than up to $10,000 owed by Robert Sylvia for relocation expenses, which shall survive the Effective Time, each Certificate Closinx) xx XXX xx PGW and (iii) subject to any required withholding of taxes. PGI shall be deemed solely responsible for mailing the Letters of Transmittal to represent only the right to receive the product holders of the Per Share Merger Consideration multiplied by the number of shares of Company PGI Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationand Options.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Marketing Services Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime but in any event not later than five Business Days thereafter, the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) and to each holder of uncertificated shares of Company Common Stock (the “Uncertificated Shares”), in each case whose shares are being were converted into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c2.2, (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates or the Uncertificated Shares shall pass, only upon delivery of the Certificates or the transfer of the Uncertificated Shares to the Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Parent may reasonably specify) containing and (ii) instructions for use by holders in surrendering the Certificates or transfer of Company Common Stock to effect the Uncertificated Shares in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”)Consideration. As soon as reasonably practicable after the Effective Time, each Each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive, and Parent shall cause the Exchange Agent to deliver to such Persons, the Merger Consideration in respect of the Company Common Stock represented by such a Certificate or Certificates. The Paying Uncertificated Share, upon (A) surrender of a Certificate for cancellation to the Exchange Agent shall accept such Certificates (or in the case of a lost, stolen or destroyed Certificate, upon compliance delivery of an affidavit and bond, if required, in the manner provided in Section 2.3(f)), together with such reasonable terms letter of transmittal, duly executed, and conditions such other documents as may reasonably be required by the Exchange Agent, or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Paying Exchange Agent may impose reasonably request), in the case of a book-entry transfer of Uncertificated Shares. Upon payment of the Merger Consideration pursuant to effect an orderly exchange thereof the provisions of this Article 2, each Certificate or Uncertificated Share so surrendered or transferred shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in accordance with normal exchange practices. If cash is to the transfer records of the Company, payment may be remitted made to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered or the Uncertificated Shares so transferred is registered if such Certificate shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer or such Uncertificated Shares shall be properly transferred and that the Person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the such Certificate so surrendered, or shall Uncertificated Shares or establish to the satisfaction of the Surviving Corporation Parent that such tax either Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), Each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive upon surrender in accordance with this Section 2.3 the product of the Per Share Merger Consideration multiplied by into which the number of shares of Company Common Stock represented by such Certificate upon such surrender or Uncertificated Shares shall have been converted pursuant to Section 2.2, except as contemplated otherwise provided by Section 2.1applicable Law. No interest will shall be paid or will shall accrue on any cash payable as Per Share Merger Considerationto holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article 2.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation Kona Gold shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock a certificate or certificates (the “S and whose shares are being S Certificates”) that immediately prior to the Effective Time represented outstanding S and S Shares that were converted into the Per Share right to receive Merger Consideration pursuant to Section 2.1(cSecurities or Merger Payments, (i) a letter of transmittal (which shall be in customary form and 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 Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify(ii) containing instructions for use in effecting the surrender of the S and S Certificates in exchange for certificates representing shares of Merger Securities and the Initial Merger Payment. Upon surrender to Kona Gold of the S and S Certificates, together with such appropriate letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Kona Gold (including any required Form W-9 or Form W-8), the holders of Company Common Stock such S and S Certificates shall be entitled to effect receive in exchange therefor both (y) certificates representing the exchange number of their whole shares of Company Common Stock for Merger Securities (after aggregating all S and S Certificates surrendered by such holder) that such holder is entitled pursuant to this Agreement and (z) the Per Share portion of the Merger Consideration as provided herein Payments (after aggregating all S and S Certificates surrendered by such holder) to which such holder is entitled pursuant to this Agreement, and, in each a “Letter of Transmittal”)such case, the S and S Certificates so surrendered shall forthwith be canceled. As soon as reasonably practicable Until so surrendered, outstanding S and S Certificates will be deemed from and after the Effective Time, each holder of an outstanding Certificate or Certificates shallfor all corporate purposes, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent evidence only the right to receive upon surrender thereof the product number of whole shares of Merger Securities and the portion of the Per Share Merger Consideration multiplied by Payments to which such holder is entitled pursuant to this Agreement. In the event of a transfer of ownership of S and S Shares that is not registered in the transfer records of S and S, a certificate representing the proper number of shares of Company Common Stock represented Merger Securities may be issued and Merger Payments may be tendered to a transferee if the S and S Certificate representing such S and S Shares is presented to Kona Gold, accompanied by all documents required to evidence and effect such Certificate upon such surrender as contemplated transfer and by Section 2.1. No interest will be paid or will accrue on evidence that any cash payable as Per Share Merger Considerationapplicable stock transfer taxes have been paid.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kona Gold Beverage, Inc.)
Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Paying Disbursing Agent to mail or deliver to each Person (as hereinafter defined) who was, at immediately prior to the Effective Time, a holder of record of Company Common Stock and whose shares are being Shares were converted into the Per Share Merger Consideration pursuant to Section 2.1(c3.07(a) (including all former holders of Restricted Stock Units), a form of letter of transmittal (which shall be in customary form and will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall or Book Entry Shares, as applicable, will pass, only upon proper delivery of the such Certificates (or effective affidavits of loss and bonds as provided in Section 3.08(e) below in lieu thereof) or Book Entry Shares to the Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specifyDisbursing Agent) containing instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates (or effective affidavits of loss and bonds as provided in Section 3.08(e) below in lieu thereof) or Book Entry Shares in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”to which such Person is entitled pursuant to Section 3.07(a). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon Upon surrender to the Paying Disbursing Agent of a Certificate (or effective affidavits of loss and bonds as provided in Section 3.08(e) below in lieu thereof) or Book Entry Share for cancellation together with such Certificate or Certificates and Letter letter of Transmittal transmittal, duly executed and completed in accordance with the instructions thereto (together with thereto, and such other documents as the Paying Agent may reasonably request) and acceptance thereof be customarily required by the Paying Agent (orDisbursement Agent, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall Certificate or Book Entry Share will promptly be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to provided in exchange therefor cash in an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by (i) the number of shares of Company Common Stock Shares represented by such Certificate holder’s properly surrendered Certificates (or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms effective affidavits of loss and conditions bonds as provided in Section 3.08(e) below in lieu thereof) or Book Entry Shares multiplied by (ii) the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registeredMerger Consideration, it shall be a condition of such exchange that less any required Tax withholdings and the Certificate so surrendered shall will forthwith be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1canceled. No interest will accrue or be paid with respect to any Merger Consideration to be delivered upon surrender of Certificates or will accrue on any cash payable as Per Share Merger ConsiderationBook Entry Shares.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective TimeTime (and in no event later than two (2) Business Days thereafter), the Surviving Corporation Parent shall cause the Paying Agent to mail or deliver be mailed to each Person (as hereinafter defined) person who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into Shares entitled to receive the Per Share Merger Consideration pursuant to Section 2.1(c2.04(a): (i) a letter of transmittal (which shall be in customary form reasonably acceptable to the Company prior to the Effective Time and shall specify that delivery shall be effected, and risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Shares to the Paying Agent); and (ii) instructions for use in effecting the surrender of the certificates evidencing such Shares (each, a “Certificate” and, together, the “Certificates”) or the non-certificated Shares represented by book-entry (“Uncertificated Shares”) in exchange for the Merger Consideration. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof and delivery of a bond in a reasonable amount, if reasonably required, in each case pursuant to Section 2.09) to the Paying Agent for cancellation, together with such letter of transmittal, duly completed and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly validly executed and completed in accordance with the instructions thereto (together with and such other documents as the Paying Agent may reasonably request) and acceptance thereof customarily be required by the Paying Agent (orAgent), if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Shares shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount receive in exchange therefor the Merger Consideration which such holder has the right to receive pursuant to Section 2.04(a), and the Certificates so surrendered shall forthwith be canceled. In the event of cash (payable by check) equal to a transfer of ownership of Shares that is not registered in the product transfer records of the Per Share Company, payment of the Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted made to a Person person other than the Person person in whose name the Certificate or Uncertificated Share so surrendered for exchange is registered, it registered if the Certificate or Uncertificated Share representing such Shares shall be a condition of presented to the Paying Agent, accompanied by all documents required to evidence and effect such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, transfer or otherwise be in proper form for transfer transfer, and that the Person person requesting such exchange payment shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of the Per Share Merger Consideration to a Person person other than the registered holder of the such Certificate so surrendered, or shall Uncertificated Share or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax either Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), 2.05 each Certificate or Uncertificated Share shall be deemed at any time all times after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1the Merger Consideration to which the holder of such Certificate or Uncertificated Share is entitled pursuant to this Article 2. No interest will shall be paid or will accrue on any cash payable to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article 2. Notwithstanding anything to the contrary in this Section 2.05 any holder of Uncertificated Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article 2. In lieu thereof, each registered holder of one or more Uncertificated Shares shall upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other evidence, if any, as Per Share the Paying Agent may reasonably require) be entitled to receive, and the Surviving Corporation shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after receipt of such agent’s message (or such other evidence, if any, as the Paying Agent may reasonably require), the Merger ConsiderationConsideration for each Uncertificated Share.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Michaels Companies, Inc.)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation Company shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of MVB Common Stock (each a "Certificate" and collectively the "Certificates") whose shares are being were converted into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c2.1(a): (i) a letter of transmittal (which shall be in customary form and 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 Paying Agent Company and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Company may reasonably specify), in a form acceptable to the Company, and (ii) containing instructions for use by holders of Company Common Stock to effect in surrendering the Certificates in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each Consideration. Upon surrender of a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate Company, duly endorsed for transfer or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (cancellation, together with such letter of transmittal, duly executed, and such other documents as the Paying Agent may reasonably request) and acceptance thereof be required by the Paying Agent (orCompany, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificate shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to receive in exchange therefor: (i) a certificate representing the Merger Shares that such holder has the right to receive pursuant to the provisions of this Article II, (ii) cash in an amount of cash (payable by check) equal to the product Cash Component that such holder has a right to receive pursuant to the provisions of this Article II, (iii) cash in lieu of any fractional shares resulting from or offered for exchange in the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms Merger, and conditions as the Paying Agent may impose to effect an orderly exchange thereof (iv) certain dividends and other distributions in accordance with normal exchange practicesSection 2.4(c); and the Certificate so surrendered shall then immediately be marked as canceled. If In the event of a transfer of ownership of MVB Common Stock that is not registered in the transfer records of MVB, a certificate representing the Merger Shares, together with the proper amount of the Cash Component and any cash is to be remitted paid in lieu of any fractional shares, may be issued to a Person other than the Person in whose name the surrendered Certificate surrendered for exchange is registered, it shall be a condition of registered if such exchange that the Certificate so surrendered shall be has been properly endorsed, with signature guaranteed, or endorsed and otherwise is in proper form for transfer transfer, and that if the Person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the such Certificate so surrendered, (or shall establish to the satisfaction of the Surviving Corporation Company that such tax either has been paid or is not applicable). Until surrendered surrender as contemplated by this Section 2.2(b2.4(b), each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent and entitle the holder only to the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share the Merger Consideration. A lost stock certificate affidavit, together with either an insurance bond or indemnification agreement running to the benefit of the Company, as determined by the Company in its sole discretion, may be submitted in lieu of a Certificate.
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, UDC Holdings will instruct the Surviving Corporation shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record (other than members of Company the Buyout Group) of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Common Stock (other than Dissenting Shares and whose shares are being converted into the Per Share Merger Consideration to be canceled pursuant to Section 2.1(c3.01(b)) (the "CERTIFICATES"), (i) a form letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation UDC Acquisition may reasonably specify) containing and (ii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each Consideration. Upon surrender of a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by UDC Holdings, together with a letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions (collectively, the "TRANSMITTAL DOCUMENTS"), the holder of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to receive in exchange therefor the product of the Per Share Merger Consideration multiplied by the number for each share of shares of Company Common Stock formerly represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms Certificate, without any interest thereon, less any required withholding of taxes, and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall thereupon be canceled. In the event of a transfer of ownership of shares of Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be issued and paid in accordance with this Article III to the transferee of such shares if the Certificate evidencing such shares of Common Stock is presented to the Exchange Agent and is properly endorsed, with signature guaranteed, endorsed or otherwise in proper form for transfer transfer. The signature on the Certificate or any related stock power must be properly guaranteed and that the Person person requesting such exchange shall payment of the Merger Consideration must either pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered, surrendered or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents. 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 will be payable on such Merger Consideration. Until surrendered as contemplated by in accordance with this Section 2.2(b)3.02, each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent evidence only the right to receive receive, upon such surrender, the product of the Per Share Merger Consideration multiplied by the number for each share of shares of Company Common Stock formerly represented by such Certificate upon such surrender Certificate. The Exchange Fund shall not be used for any purpose other than as contemplated by Section 2.1set forth in this Article III. No interest will Any interest, dividends or other income earned on the investment of cash held in the Exchange Fund shall be paid or will accrue on any cash payable as Per Share Merger Considerationfor the account of the Surviving Corporation.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time, Buyer shall instruct the Surviving Corporation shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of MP capital stock ("Certificates”) and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(ceach holder of Dissenting Shares, (i) a letter of transmittal (which shall be in customary form and (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 to the Paying Exchange Agent and shall otherwise be in a form and have contain such other provisions as the Surviving Corporation Buyer may reasonably specifyspecify and agreed to by MP), (ii) containing instructions in effecting the surrender of the Certificates in exchange for use by the per share Consideration to be paid hereunder, and (iii) such notification as may be required under the California Corporations Code to be given to the holders of Company Common Stock Dissenting Shares. Upon surrender of Certificates for cancellation to effect the Exchange Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange of their shares of Company Common Stock for therefor the Per Share Merger per share Consideration as provided herein (each a “Letter of Transmittal”)to be paid hereunder and the Certificates so surrendered shall forthwith be canceled. As soon as reasonably practicable Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, each holder of an outstanding Certificate or Certificates shallfor all corporate purposes, upon surrender to evidence only the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent ownership of the surrender of per share Consideration to be paid hereunder with respect to such shares of Company Common Stock on MP capital stock. In the event of a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the transfer of ownership of shares of Company Common Stock))MP capital stock that is not registered in MP's transfer records, the per share Consideration to be entitled paid hereunder may be issued to an amount a transferee if the Certificate representing such shares of cash (payable by check) equal MP capital stock is presented to the product of the Per Share Merger Consideration multiplied Exchange Agent, accompanied by the number of shares of Company Common Stock represented by all documents required to evidence and effect such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 by evidence that the Person requesting such exchange shall pay to the Paying Agent any applicable stock transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has have been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationpaid.
Appears in 1 contract
Exchange Procedures. Promptly after If (1) at least two (2) business days prior to the Effective Time, Closing Date Buyer has received the Surviving Corporation shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a following from any holder of record of Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c) a letter of transmittal (which shall be in customary form and specify certificate or certificates that delivery shall be effected, and risk of loss and title immediately prior to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders Effective Time represented outstanding shares of Company Common Stock to effect be exchanged pursuant to Section 1.6 (the exchange “Certificates”): (x) a photocopy or facsimile of their shares such Certificate or Certificates, (y) a photocopy or facsimile of Company Common Stock for a letter of transmittal in form and substance reasonably acceptable to the Per Share Merger Consideration as provided herein Buyer and the Seller Representative (each a the “Letter of Transmittal”), duly completed and validly executed in accordance with the instructions thereto, and (z) a photocopy or facsimile of the executed Subordination Agreement and such other documents as may be reasonably required pursuant to the instructions set forth in the Letter of Transmittal, and (2) in connection with the Closing, Buyer receives an original Certificate or Certificates, a duly executed Letter of Transmittal, and such other documents as may be reasonably required pursuant to the instructions in the Letter of Transmittal, then in accordance with such Letter of Transmittal Buyer shall deliver to such holder in exchange therefor the applicable Merger Consideration in accordance with the terms hereof, and the Certificate so surrendered shall forthwith be canceled. As soon as reasonably practicable If Buyer has received such materials from any such holder later than two (2) business days prior to the Closing Date, then Buyer shall deliver to such holder in exchange therefor the applicable Merger Consideration no later than two (2) business days after such receipt or two (2) business days after the date on which such Merger Consideration is otherwise due hereunder in accordance with the terms hereof, whichever is later. No interest shall be paid or accrued on any Merger Consideration. Until so surrendered, each Certificate shall, after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender represent for all purposes only the right to receive the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed applicable Merger Consideration in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent respect of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or CertificatesCertificate. The Paying Agent shall accept such Certificates upon compliance Any holder of Company Common Stock who has not complied with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it this Article I shall be entitled to look only to Buyer (subject to abandoned property, escheat or other similar Laws) only as a condition general creditor thereof with respect to the applicable Merger Consideration payable in respect 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No Stock, without any interest will be paid or will accrue on any cash payable as Per Share Merger Considerationthereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Si International Inc)
Exchange Procedures. Promptly after following the Effective TimeTime (but in no event later than the fifth (5th) business day thereafter), the Surviving Corporation shall cause the Paying Agent to shall mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a Certificate or Company Common Stock and Book-Entry Shares whose shares are being were converted into the Per Share Merger Consideration pursuant to Section 2.1(c2.1, (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or Company Book-Entry Shares, upon adherence to the Paying Agent procedures set forth in the letter of transmittal and shall otherwise be in a such form and have such other provisions as Parent and the Surviving Corporation Company may reasonably specify) containing and (ii) instructions for use in effecting the surrender of the Certificates or Company Book-Entry Shares in exchange for the Cash Merger Consideration and a number of Contingent Payment Rights represented by holders book-entry, into which the number of Company Common Stock to effect the exchange of their shares of Company Common Stock for previously represented by such Certificate or Company Book-Entry Shares shall have been converted into the Per Share right to receive pursuant to this Agreement (which instructions shall provide that, at the election of the surrendering holder, Certificates and letters of transmittal (and any related documentation) may be surrendered, and the Merger Consideration as provided herein (each a “Letter of Transmittal”in exchange therefor collected, by hand delivery). As soon as reasonably practicable after Each former stockholder of the Effective Time, each holder of an outstanding Certificate or Certificates shallCompany, upon surrender to the Paying Agent of such a Certificate or Certificates Company Book-Entry Share, as applicable, together with a letter of transmittal, duly completed and Letter of Transmittal duly validly executed and completed in accordance with the instructions thereto (together with thereto, and such other documents as the Paying Agent may reasonably request) and acceptance thereof customarily be required by the Paying Agent (orAgent, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to receive (i) a check in an amount of cash U.S. dollars (payable by checkafter giving effect to any required withholdings pursuant to Section 2.3(k)) equal to the product aggregate amount of the Per Share Cash Merger Consideration multiplied by the and (ii) a number of Contingent Payment Rights represented by book-entry, into which such holder’s shares of Company Common Stock represented by such Certificate holder’s properly surrendered Certificates or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions Company Book Entry Shares, as the Paying Agent may impose to effect an orderly exchange thereof applicable, were converted in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethis Article II. Until surrendered as contemplated by this Section 2.2(b)2.3, each Certificate or Company Book-Entry Share (other than Certificates or Company Book-Entry Shares that represent Dissenting Shares) shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender the Merger Consideration as contemplated by Section 2.1this Article II. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationto holders of Certificates or Company Book-Entry Shares under the provisions of this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NextWave Wireless Inc.)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, the Surviving Corporation WebMD shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) person who was, at the Effective Time, a holder of record of Company shares of HLTH Common Stock and whose shares are being converted into entitled to receive the Per Share Merger Consideration pursuant to Section 2.1(c3.01: (i) a letter of transmittal (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 (together with any book entry shares, the “Certificates”) shall pass, only 10 upon proper delivery of the Certificates to the Paying Agent Exchange Agent) and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify(ii) containing instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal, including instructions for use in effecting surrender of Certificates (or attaching affidavits of loss in lieu thereof) or non-certificated shares represented by book-entry. In addition, HLTH shall use its best efforts to make the letter of transmittal available to all Persons who become holders of Company HLTH Common Stock to effect during the exchange period between such record date and the date of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”)HLTH Stockholders’ Meeting. As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon Upon surrender to the Paying Exchange Agent of a Certificate for cancellation, together with such Certificate or Certificates letter of transmittal, duly completed and Letter of Transmittal duly validly executed and completed in accordance with the instructions thereto (together with thereto, and such other documents as may be required pursuant to such instructions, the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificate shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount receive in exchange therefor the Merger Consideration in the form of cash (payable by check) equal a certificate representing that number of whole shares of WebMD Common Stock which such holder has the right to the product receive in respect of the Per Share Merger Consideration multiplied by the number of shares of Company HLTH Common Stock formerly represented by such Certificate or Certificates. The Paying Agent shall accept (after taking into account all shares of HLTH Common Stock then held by such Certificates upon compliance with such reasonable terms holder), and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall forthwith be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time3.02, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon surrender the product of the Per Share Merger Consideration multiplied by in accordance with the number terms of this Agreement with respect to the shares of HLTH Common Stock formerly represented thereby. In the event of a transfer of ownership of shares of Company HLTH Common Stock represented by that is not registered in the transfer or stock records of HLTH, any cash to be paid upon, or shares of WebMD Common Stock to be issued upon due surrender of the Certificate formerly representing such Certificate upon such surrender as contemplated by Section 2.1. No interest will shares of HLTH Common Stock may be paid or will accrue on issued, as the case may be, to the transferee if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any cash payable as Per Share Merger Considerationapplicable stock transfer or similar Taxes have been paid or are not applicable.
Appears in 1 contract
Exchange Procedures. Promptly after Prior to the Effective TimeClosing Date, the Surviving Corporation Exchange ------------------- Agent or MetroBeat, as PerfectMarket and MetroBeat shall cause the Paying Agent to agree, shall mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common certificate(s) or other documents which represent MetroBeat Capital Stock and whose shares are being (the "Certificates"), to be converted into the Per Share Merger Aggregate Consideration pursuant to Section 2.1(c2.2(c) hereof and the Plan of Merger: (i) a letter of transmittal (which shall be in customary form and specify that that, with respect to the Certificates, delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation PerfectMarket may reasonably specify); and (ii) containing instructions for use by holders in effecting the surrender of Company Common Stock to effect the exchange Certificates. Upon surrender of their shares of Company Common Stock a Certificate for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by PerfectMarket, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor that portion of the Aggregate Consideration with respect to the MetroBeat Capital Stock properly covered by such Certificate as to which such holder is entitled pursuant to Section 2.2(c) and the Plan of Merger. Certificates so surrendered pursuant to this Section 2.3 shall be canceled at the Effective Time (if not otherwise canceled or Certificates and Letter of Transmittal duly executed and completed terminated in accordance with their terms). In the instructions thereto (together with event of a transfer of ownership of MetroBeat Capital Stock which is not registered on the transfer records of MetroBeat, the appropriate Aggregate Consideration may be delivered to a transferee if the Certificate representing such other transferred security is presented to the Exchange Agent and accompanied by all documents as the Paying Agent may reasonably request) required to evidence and acceptance thereof by the Paying Agent (or, if effect such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood and to evidence that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 applicable stock transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b)2.3, each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only solely the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No that portion of the Aggregate Consideration (without interest will be paid or will accrue on any cash payable as Per Share Merger Considerationand subject to applicable withholding, escheat, and other laws) to which such holder is entitled.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Citysearch Inc)
Exchange Procedures. (a) Promptly after the Effective Time, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who washolder of record of a certificate or certificates which, at immediately prior to the Effective Time, a holder of record represented outstanding shares of Company Common Stock and whose (the "Certificates"), other than shares are being converted into the Per Share Merger Consideration pursuant to canceled in accordance with Section 2.1(c3.01(b): (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Paying Agent Exchange Agent, and shall otherwise be in a such form and have such other provisions as the Surviving Corporation may reasonably Sterling shall specify) containing and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent (or to such other agent or agents as may be appointed by holders Sterling), together with such letter of transmittal, duly executed, and any other required documents, the holder of such Certificate(s) shall be entitled to receive in exchange therefor the Merger Consideration which such holder has the right to receive pursuant to Section 3.01(a), and the Certificate(s) so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration with respect to effect the exchange of their shares of such Company Common Stock for may be issued to a transferee if the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of Certificate(s) representing such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement is (it being understood are) presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 applicable stock transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b)4.02, each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive upon such surrender the product Merger Consideration with respect to such Company Common Stock. The Certificate(s) for Company Common Stock so surrendered shall be duly endorsed as the Exchange Agent may require. Sterling shall not be obligated to deliver the Merger Consideration to which any former holder of Company Common Stock is entitled as a result of the Per Share Merger Consideration multiplied by the number of until such holder surrenders his Certificate(s) formerly representing shares of Company Common Stock represented by such Certificate upon such surrender for exchange as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationprovided in this Article IV.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sterling Bancshares Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a certificate or certificates (the "Certificates") which as of the Effective Time represented outstanding shares of Company Common Stock (the "Cancelled Shares") that were cancelled or converted and whose shares are being converted into became instead the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c2.1: (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall otherwise be in a form and have such other provisions as upon which the Surviving Corporation Parent and the Company may reasonably specifyagree) containing and (ii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates (or affidavits of loss in lieu thereof) in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein Consideration. Upon surrender of a Certificate (each a “Letter or an affidavit of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender loss in lieu thereof) to the Paying Agent for cancellation (or to such other agent or agents as may be appointed by mutual agreement of such Certificate or Certificates the Parent and Letter of Transmittal the Company), together with a duly executed letter of transmittal and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by require, the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares Certificate shall be entitled to receive the Merger Consideration (after giving effect to any required tax withholdings as provided in Section 2.5) in exchange for each share of Company Common Stock on a book-entry account statement (it being understood that any references herein formerly evidenced by such Certificate, which such holder has the right to “Certificates” shall be deemed to include references to book-entry account statements relating receive pursuant to the provisions of this Article II. In the event of a transfer of ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to Cancelled Shares which is not registered in the product transfer records of the Per Share Company, the Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted given to a Person other than the Person in whose name transferee if the Certificate surrendered for exchange (or affidavit of loss in lieu thereof) representing such Cancelled Shares 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 presented to the Paying Agent any accompanied by all documents required to evidence and effect such transfer or other taxes required and by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish evidence satisfactory to the satisfaction of the Surviving Corporation Paying Agent that such tax either has any applicable Transfer Taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b)2.3, each Certificate (or affidavit of loss in lieu thereof) shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender the Merger Consideration as contemplated by this Section 2.12.3. No interest will shall be paid or will accrue on any cash the Merger Consideration payable as Per Share Merger Considerationto holders of Certificates pursuant to the provisions of this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Puget Energy Inc /Wa)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, (but in no event later than five (5) business days after the Surviving Corporation Effective Time), Parent shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) person who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into Shares entitled to receive the Per Share Merger Consideration pursuant to Section 2.1(c2.01(a): (i) a letter of transmittal (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 Paying Agent Exchange Agent) and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify(ii) containing instructions for use by holders in effecting the surrender of Company Common Stock the Certificates pursuant to effect the exchange such letter of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”)transmittal. As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon Upon surrender to the Paying Exchange Agent of a Certificate for cancellation, together with such Certificate or Certificates letter of transmittal, duly completed and Letter of Transmittal duly validly executed and completed in accordance with the instructions thereto (together with thereto, and such other documents as may be required pursuant to such instructions, the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificate shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount receive in exchange therefor a certificate representing that number of cash (payable by check) equal whole shares of Parent Common Stock which such holder has the right to the product receive in respect of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock 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 Section 2.02(e) and any dividends or Certificates. The Paying Agent shall accept other distributions to which such Certificates upon compliance with such reasonable terms holder is entitled pursuant to Section 2.02(c), and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall forthwith be properly endorsedcancelled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, with signature guaranteeda certificate representing the proper number of 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 otherwise in proper form for other distributions to which such holder is entitled pursuant to Section 2.02(c) may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the Person requesting such exchange shall pay to the Paying Agent any applicable stock transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time2.02, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by 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 2.1. No interest will be paid 2.02(e) and any dividends or will accrue on any cash payable as Per Share Merger Considerationother distributions to which such holder is entitled pursuant to Section 2.02(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Henry Birks & Sons Inc)
Exchange Procedures. Promptly after No later than two (2) Business Days following the Effective TimeClosing Date, the Surviving Corporation Parent shall cause instruct the Paying Agent to mail or deliver to each Person Company Stockholder (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(ci) a letter of transmittal in substantially the form attached hereto as Exhibit C (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the certificates representing shares of Capital Stock (the “Certificates”) in exchange for payment of the consideration to which shall such holder may be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery entitled. Upon receipt from a Company Stockholder of the Certificates for cancellation, together with a duly completed and validly executed Letter of Transmittal and any other documents as Parent shall reasonably require, Parent or the Paying Agent shall, subject to the terms of Section 1.7, cause to be delivered to such Company Stockholder that portion of the Total Consideration which such Company Stockholder has the right to receive pursuant to Section 1.7 (after giving effect to any required Tax withholding pursuant to Section 1.12) and the Certificates so surrendered shall forthwith be cancelled. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder thereof and an agreement from the applicable stockholder, in a form reasonably acceptable to the Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock Parent, to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by indemnify the Paying Agent (orif required) and Parent, if such shares are held in book-entry Parent or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent shall, as promptly as practicable following the receipt by Parent or the Paying Agent, as the case may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than be, of the Person in whose name the Certificate surrendered for exchange is registeredforegoing documents, 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 subject to the Paying Agent any transfer terms of Section 1.7, issue in exchange for such lost, stolen or other taxes required by reason destroyed Certificate that portion of the payment of Total Consideration represented by the Per Share Merger Consideration to a Person other than lost, stolen or destroyed Certificate in exchange therefor which the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either Company Stockholder has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationreceive.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allegro Microsystems, Inc.)
Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail or deliver be mailed to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common outstanding shares of Adaytum Capital Stock and whose shares are being were converted into the Per Share right to receive Merger Consideration pursuant to Section 2.1(c2.1 (i) a letter of transmittal substantially in the form attached as EXHIBIT 2.4(C) and (which shall be in customary form and 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 Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specifyii) containing instructions for use by holders in effecting the surrender of Company Common Stock to effect any certificate or certificates representing such shares (the “Certificates”) in exchange of their shares of Company Common Stock for the Per Share applicable portion of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent (or in the case of In-the-Money Options and warrants that have been exercised but for which Certificates have not been delivered to the Participating Holder, the applicable exercise agreement and verification of payment to Adaytum of the appropriate exercise price, whether in cash or pursuant to a “cashless” or “net exercise” surrender of the relevant option or warrant or portion thereof (collectively “Exercise Documentation”)), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, duly executed stock powers reasonably acceptable to the Exchange Agent, and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate or Exercise Documentation, as the case may be, shall be entitled to receive in exchange therefor the portion of the Merger Consideration payable to such Participating Holder pursuant to Section 2.1 (less the portion of the Merger Consideration otherwise payable to such holder that is deposited into escrow pursuant to Section 2.2 and the Escrow Agreement), and the Certificate so surrendered shall forthwith be canceled (or deemed to be cancelled in the case of In-the-Money Options or warrants for which Certificates have not been so delivered); provided, however, that no portion of the Merger Consideration shall be paid to a Participating Holder until such time as provided herein (each a “Letter all properly executed letters of Transmittal”)transmittal have been delivered to the Exchange Agent by such holder. As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender and subject to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as provisions of Section 2.2, US Sub shall, and Parent shall cause US Sub to, deliver to the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent custodian of the surrender of such shares of Company Common Stock on a book-entry account statement Escrow Fund mutually selected by Parent and Adaytum (it being understood that any references herein to the “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)Custodian”), be entitled to an amount of cash (payable by check) equal to the product on behalf of the Per Share Participating Holders, the portion of the Merger Consideration multiplied by the number of shares of Company Common Stock represented by otherwise payable to such Certificate or Certificates. 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 normal exchange practices. If cash holder that is to be remitted deposited into escrow pursuant to a Person other than Section 2.2 and the Person in whose name the Certificate surrendered for exchange is registeredEscrow Agreement), it which shall be a condition of such exchange that available to reimburse Parent, US Sub or its affiliates, as provided in Article X and 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger ConsiderationEscrow Agreement.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who washolder of record of a certificate or certificates which, at immediately prior to the Effective Time, a holder of record represented outstanding shares of Company Common Stock and whose (the “Certificates”), other than shares are being converted into the Per Share Merger Consideration pursuant to canceled in accordance with Section 2.1(c3.1(c): (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of the such Certificates to the Paying Agent Exchange Agent, and shall otherwise be in a such form and have such other provisions as the Surviving Corporation may reasonably Sterling shall specify) containing and (ii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each Consideration. Upon surrender of a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender for cancellation to the Paying Exchange Agent of (or to such Certificate other agent or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (agents as may be appointed by Sterling), together with such letter of transmittal, duly executed, and any other documents as required documents, the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificate(s) shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an receive in exchange therefor a check in the amount of cash (payable by check) equal to the product portion of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either holder has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive pursuant to Section 3.2, and the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1Certificate(s) so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to the provisions of Article III or this Section 4.2. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a check in the proper amount of the portion of the Merger Consideration pursuant to Section 3.2, may be issued to a transferee if the Certificate(s) representing such Company Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as Per Share contemplated by this Section 4.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger ConsiderationConsideration as provided in Article III. The Certificate(s) for Company Common Stock so surrendered shall be duly endorsed as the Exchange Agent may require. Sterling shall not be obligated to deliver the consideration to which any former holder of Company Common Stock is entitled as a result of the Merger until such holder surrenders his Certificate(s) formerly representing shares of Company Common Stock for exchange as provided in this Article IV.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sterling Bancshares Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime and in any event within three (3) Business Days following the Closing Date, the Surviving Corporation or Parent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a Certificate whose shares of Company Common Stock and whose shares are being were converted into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c2.01(c), (i) a form of letter of transmittal (which shall be in customary form and include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates held by such person shall pass, pass only upon proper delivery of the Certificates to the Paying Agent Agent, and shall otherwise be in a customary form and have such other customary provisions as the Surviving Corporation Parent may reasonably specify) containing and (ii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of their shares of Company Common Stock for held in book-entry form shall not be required to deliver a Certificate or an executed letter to receive the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates pursuant to Section 2.01(c) in respect thereof and shall, upon surrender to receipt of an “agent’s message” in customary form at the Paying Agent of such Certificate Effective Time (or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents customary evidence, if any, as the Paying Agent may reasonably request) and acceptance thereof by be deemed to have surrendered the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of Certificate with respect to such shares of Company Common Stock on a held in book-entry account statement form. Upon surrender (it being understood that any references herein to “Certificates” shall be or deemed to include references to book-entry account statements relating surrender) of a Certificate for cancelation to the ownership Paying Agent or to such other agent or agents as may be appointed by Xxxxxx, together with such letter of shares transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of Company Common Stock)), such Certificate shall be entitled to an receive in exchange therefor the amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by that such holder has the number right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of shares a transfer of ownership of Company Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as that is not registered in the Paying Agent stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted made to a Person person other than the Person person in whose name the Certificate so surrendered for exchange is registered, it shall be a condition of if such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer transfer, and that the Person person requesting such exchange payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person person other than the registered holder of the such Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will shall be paid or will shall accrue on any the cash payable as Per Share Merger Considerationupon surrender of any Certificate.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver be mailed to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into a certificate or certificates (the Per Share Merger Consideration pursuant to Section 2.1(c"Certificates"): (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Parent may reasonably specify); and (ii) containing instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation (or an appropriate affidavit as provided in Section 1.13 hereof) to the Exchange Agent or to such other agent or agents as may be appointed by holders Parent, together with such letter of Company transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to promptly receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock to effect (less the exchange number of their shares of Company Parent Common Stock for Stock, if any, to be deposited in the Per Share Merger Consideration as provided herein (each a “Letter Escrow Fund on such holder's behalf pursuant to Section 1.9(d) and Article VIII hereof), plus cash in lieu of Transmittal”)fractional shares in accordance with Section 1.9, to which such holder is entitled pursuant to Section 1.9 and the Agreement of Merger, and the Certificate so surrendered shall forthwith be canceled. As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender and subject to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as provisions of Article VIII hereof, Parent shall cause to be distributed to the Paying Agent may reasonably request) and acceptance thereof by the Paying Escrow Agent (or, if such shares are held as defined in book-entry Article VIII) a certificate or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood certificates representing that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Parent Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as equal to the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it Escrow Amount which shall be a condition registered in the name of the Escrow Agent. As set forth in Section 8.2(c)(iii), such exchange that the Certificate so surrendered shares shall be properly endorsed, with signature guaranteed, or otherwise beneficially owned by the holders on whose behalf such shares were deposited in proper form for transfer the Escrow Fund and that the Person requesting such exchange shares shall pay be available to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate compensate Parent as provided in Article VIII. Until so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time each outstanding Certificate will be deemed from and after the Effective Time, each Certificate shall be deemed for all corporate purposes, other than the payment of dividends, to represent only evidence the ownership of the number of full shares of Parent Common Stock and the right to receive the product an amount in cash in lieu of the Per Share Merger Consideration multiplied by the number issuance of any fractional shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by in accordance with Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration1.9.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Zapworld Com)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and (the "Certificates") whose shares are being were converted into the Per Share Merger Consideration pursuant to Section 2.1(c1.02 into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as Parent and the Surviving Corporation Company may reasonably specify) containing and (ii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange of their for certificates representing shares of Company Parent Common Stock Stock. Upon surrender of a Certificate for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent and Merger Sub, together with such letter of transmittal, duly executed, the holder of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount receive in exchange therefor a certificate representing that number of cash (payable by check) equal whole shares of Parent Common Stock which such holder has the right to receive pursuant to the product provisions of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms this Article I, and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall forthwith be properly endorsedcanceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, with signature guaranteeda certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, or otherwise in proper form for accompanied by all documents required to evidence and effect such transfer and by evidence that the Person requesting such exchange shall pay to the Paying Agent any applicable stock transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b)1.03, each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive upon such surrender the product certificate representing shares of the Per Share Merger Consideration multiplied Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by the number of this Section 1.03. Lost and mutilated shares of Company Common Stock represented shall be treated in the same manner as they are currently treated by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationthe Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magellan Technology Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective Time, the Surviving Corporation SCB shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who that was, at immediately prior to the Effective Time, a holder of record shares of Company BSCA Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c(a “Record Holder”) (other than holders of Excluded Shares) represented by Certificates: (i) a letter of transmittal (which shall be in customary form and specify 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 of the Certificates as provided in Section 3.3(g)) to the Paying Agent and shall otherwise Exchange Agent, such customary letter of transmittal to be in a such form and have such other provisions as the Surviving Corporation SCB and BSCA may reasonably specifyagree; and (ii) containing instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 3.3(g)) in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter Consideration. Upon surrender of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender for exchange and cancellation to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (Exchange Agent, together with such other documents as letter of transmittal duly completed and executed, the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Record Holder shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount promptly receive in exchange for each share of cash (payable BSCA Common Stock represented by check) equal to the product of such surrendered Certificates the Per Share Merger Consideration multiplied by which such Record Holder has the number of shares of Company Common Stock represented by such Certificate or Certificatesright to receive pursuant to Section 3.1(a)(i) hereof. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 cancelled. SCB shall be entitled to rely upon the stock transfer and that books of BSCA to establish the Person requesting such exchange shall pay identity of those Persons entitled to the Paying Agent any transfer or other taxes required by reason of the payment of receive the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrenderedspecified in this Agreement, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate which books shall be deemed conclusive with respect thereto. In the event of a dispute with respect to represent only the right ownership of stock represented by any Certificate, SCB shall be entitled to receive the product of deposit the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will in respect thereof in escrow with an independent third party and thereafter be paid or will accrue on relieved with respect to any cash payable as Per Share Merger Considerationclaims thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southern California Bancorp \ CA)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime (but in any event within five business days), the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of BT Common Stock and (the "Certificates") whose shares are being were converted into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c2.01, (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation CT and BT may reasonably specify) containing and (ii) instructions for use by holders of Company Common Stock to effect in surrendering the Certificates in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each Consideration. Upon surrender of a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender for cancelation to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as the Paying Agent may reasonably request) and acceptance thereof be required by the Paying Agent (orExchange Agent, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificate shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount receive in exchange therefor a certificate representing that number of cash (payable by check) equal whole shares of CT Common Stock which such holder has the right to receive pursuant to the product 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 CT Common Stock in accordance with Section 2.02(e), and the Per Share Merger Consideration multiplied by Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of BT Common Stock which is not registered in the transfer records of BT, a certificate representing the proper number of shares of Company CT Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted issued to a Person person (as defined in Section 8.03) other than the Person person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered is registered if such Certificate shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes required by reason of the payment issuance of the Per Share Merger Consideration shares of CT Common Stock to a Person person other than the registered holder of the such Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation CT that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.02, each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by the Merger Consideration 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 Sec tion 2.02(c) and cash in lieu of any fractional share of CT Common Stock in accordance with Section 2.12.02(e). No interest will shall be paid or will accrue on any cash payable as Per Share Merger Considerationto holders of Certificates pursuant to the provisions of this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Comverse Technology Inc/Ny/)
Exchange Procedures. Promptly after (a) At or before the Effective Time, the Surviving Corporation Purchaser shall deposit, or shall cause to be deposited, with an exchange agent company designated by Purchaser and reasonably acceptable to the Paying Company (the “Exchange Agent”), pursuant to an agreement entered into before the Closing, for the benefit of the holders of record of shares of Company Common Stock and Company Class A Common Stock, whose shares have been converted into the right to receive the Merger Consideration, for exchange in accordance with this Section 2.7, (i) the number of shares of Purchaser Common Stock sufficient to deliver the aggregate Merger Consideration to be delivered in whole shares and (ii) any cash payable in lieu of fractional shares pursuant to Section 2.5(b), and Purchaser shall instruct the Exchange Agent to mail or timely deliver the Merger Consideration. Appropriate transmittal materials, which shall include a form letter of transmittal for each holder to utilize to exchange the holder’s shares (“Letter of Transmittal”), shall be mailed as soon as practicable after the Effective Time to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c) a letter of transmittal (which shall be in customary form and 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 Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Class A Common Stock to effect the exchange of their Stock. Where shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each and/or Company Class A Common Stock are represented by one of more Certificates, a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and completed Letter of Transmittal duly executed from a holder to the Exchange Agent will be deemed properly completed only if the completed Letter of Transmittal is accompanied by one or more Certificates representing Company Common Stock and completed in accordance with the instructions thereto Company Class A Common Stock (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (oror customary affidavits and, if such shares are held in book-entry required by Purchaser pursuant to Section 2.7(h), indemnification regarding the loss or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Common Stock on a book-entry account statement (it being understood that any references herein and Company Class A Common Stock to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)converted thereby. Except as otherwise provided in this Section 2.7(a), be entitled to an amount of cash (payable by check) equal to the product Purchaser shall pay all charges and expenses, including those of the Per Share Exchange Agent, in connection with the distribution of the Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 provided in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration2.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Community Bankshares Inc /Va/)
Exchange Procedures. Promptly after At Closing, Parent shall cause the Exchange Agent to deliver to each holder of record (as of the Effective Time, the Surviving Corporation shall cause the Paying Agent ) of a Certificate or Certificates which immediately prior to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record Time represented outstanding shares of Company Common Stock and whose shares are being were converted into the Per Share right to receive Merger Consideration pursuant to Section 2.1(c1.7, (together with any dividends or other distributions pursuant to Section 1.9(d)): (i) a letter of transmittal in the form attached hereto as Exhibit G (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a form and have contain such other customary provisions as the Surviving Corporation Parent may reasonably specify) containing and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Merger Shares, Merger Cash and Merger Note Consideration and any dividends or other distributions pursuant to Section 1.9(d). Upon surrender of Certificates 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 instructions thereto, the holders of Company Common Stock such Certificates shall be entitled to effect receive in exchange therefor (subject in each case to the exchange escrow provisions of Section 1.7(c)) (i) certificates representing the number of whole Merger Shares into which their shares of Company Common Stock for were converted at the Per Share Effective Time, (ii) an amount of cash equal to the fraction of the Merger Cash or Merger Note Consideration as provided herein (each a “Letter into which their shares of Transmittal”Company Common Stock were converted at the Effective Time and any dividends or distributions payable pursuant to Section 1.9(d), and the Certificates so surrendered shall forthwith be canceled. As soon as reasonably practicable Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, each holder of an outstanding Certificate or Certificates shallfor all corporate purposes, upon surrender subject to Section 1.9(d) as to the Paying Agent payment of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with dividends, to evidence only the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent ownership of the surrender number of Merger Shares and the amount of Merger Cash and Merger Note Consideration into which such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms have been so converted and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by any dividends or distributions payable pursuant to Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration1.9(d).
Appears in 1 contract
Exchange Procedures. Promptly As soon as practicable after the Effective TimeTime of the Merger, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common a certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of XLI Stock and (the "Certificates") whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(cConsideration, (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Oak may reasonably specify) containing and (ii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each Consideration. Upon surrender of a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Oak, together with such letter of transmittal, duly executed, the holder of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount receive in exchange therefor the Consideration which the holder of cash XLI Stock is entitled pursuant to Section 2.4 (payable by checkEffect of Merger on Outstanding Securities) equal to the product of the Per Share Merger Consideration multiplied and are represented by the number of shares of Company Common Stock represented by such Certificate or CertificatesCertificates so surrendered. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall forthwith be properly endorsedcanceled. In the event of a transfer of ownership of XLI Stock which is not registered in the transfer records of XLI, with signature guaranteed, or otherwise in proper form for the appropriate amount of Consideration may be delivered to a transferee if the Certificate representing such XLI Stock is presented to the Exchange Agent and accompanied by all documents required to evidence and effect such transfer and to evidence that the Person requesting such exchange shall pay to the Paying Agent any applicable stock transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b2 (Merger), each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time of the Merger to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender the amount of Consideration as contemplated provided by this Section 2.12 (Merger) and the provisions of the Delaware General Corporation Law. No interest will Notwithstanding anything to the contrary contained in this Section 2.5.3 (Exchange Procedures), no letter of transmittal or instructions for use in effecting the surrender of Certificates for the Consideration shall be paid mailed by the Exchange Agent to any Dissenting Stockholder, nor shall the Exchange Agent accept surrender of a Certificate held by a Dissenting Stockholder or will accrue on any cash payable as Per Share Merger Considerationpay the Consideration to such Dissenting Stockholder. Any Certificates or other correspondence received from Dissenting Stockholders shall be promptly forwarded to Oak by the Exchange Agent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Xerographic Laser Images Corp /De/)
Exchange Procedures. Promptly As soon as reasonably practicable after the APP Effective Time, the Surviving Corporation but in any event within five Business Days thereafter, FHC Wisconsin shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common a certificate (an “APP Certificate”) that immediately prior to the APP Effective Time represented outstanding shares of APP Stock and whose shares are being were converted into the Per Share right to receive the APP Merger Consideration pursuant to Section 2.1(cConsideration, (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the APP Certificates shall pass, only upon delivery of the APP Certificates to the Paying Exchange Agent and which shall otherwise be in a such form and have such other provisions as the Surviving Corporation FHC Wisconsin may reasonably specify) containing and (ii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the APP Certificates in exchange of their shares of Company Common Stock for the Per Share APP Merger Consideration as provided herein (each a “Letter of Transmittal”)Consideration. As soon as reasonably practicable after the Effective Time, each holder Upon surrender of an outstanding APP Certificate or Certificates shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificate other agent or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (agents as may be appointed by FHC Wisconsin, together with such letter of transmittal, duly executed, and such other documents as the Paying Agent may reasonably request) and acceptance thereof be required by the Paying Agent (orExchange Agent, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” APP Certificate shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal receive in exchange therefor the APP Merger Consideration that such holder has the right to receive pursuant to the product provisions of this Article III, and the APP Certificate so surrendered shall forthwith be canceled. If any portion of the Per Share APP Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to registered in the name of a Person other than the Person in whose name the surrendered APP Certificate surrendered for exchange is registered, it shall be a condition to the registration of such exchange APP Merger Consideration that the surrendered APP Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange delivery of such APP Merger Consideration shall pay to the Paying Exchange Agent any transfer or other taxes required by reason of such registration in the payment name of the Per Share Merger Consideration to a Person other than the registered holder of the such APP Certificate so surrendered, or shall establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)3.2, each APP Certificate shall be deemed at any time after the APP Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1the APP Merger Consideration. No interest will shall be paid or will shall accrue for the benefit of holders of APP Certificates on any cash the APP Merger Consideration payable as Per Share Merger Considerationupon the surrender of AP Certificates.
Appears in 1 contract
Exchange Procedures. Promptly after Prior to the Effective TimeClosing, the Surviving Corporation Company shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(ca Certificate (i) a letter of transmittal (which shall be in customary form and 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 Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder which, among other things, shall include a general release of an outstanding Certificate or Certificates shallclaims, upon surrender a consent to the Paying Agent holdback of such Certificate or Certificates the Escrow Amount and Letter the Company Equityholder Representative Expense Amount and a consent to indemnification obligations of Transmittal duly executed and completed in accordance with the instructions thereto Company Stockholders, (together with such other documents as the Paying Agent may reasonably requestii) and acceptance thereof by the Paying Agent a Lock-Up Agreement (or, if such holder is receiving shares are held in book-entry or other uncertificated formof Buyer Common Stock), upon the entry through a book-entry transfer agent of (iii) an Investor Questionnaire and (iv) instructions for effecting the surrender of such Certificate in exchange for the applicable Aggregate Consideration that is or may become payable with respect thereto pursuant to the terms of this Agreement; provided that the Buyer shall assist the Company in developing arrangements for the delivery of such materials at Closing to holders of Company Stock to facilitate the payment of Aggregate Closing Consideration to such stockholders as promptly as practicable following the Effective Time. Upon surrender of a Certificate for cancellation to the Exchange Agent and delivery of a duly executed Letter of Transmittal (including the applicable Tax forms required thereby), Lock-Up Agreement (if such holder is receiving shares of Buyer Common Stock) and Investor Questionnaire, the Buyer shall cause the Exchange Agent to pay promptly (and in any event within three (3) Business Days) to the holder of such Certificate in exchange therefor cash in an amount equal to the Aggregate Closing Consideration payable in respect of the shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions Certificate, as the Paying Agent may impose to effect an orderly exchange thereof determined in accordance with normal exchange practicesSection 2.1 and reflected on the Allocation Schedule. If cash In the event of a transfer of ownership of Company Stock which is to not registered in the transfer records of the Company, the applicable Aggregate Closing Consideration may be remitted paid to a Person other than the Person in whose name the Certificate so surrendered for exchange is registered, it shall be a condition of if such exchange that Certificate is presented to the Certificate so surrendered shall be properly endorsedExchange Agent, with signature guaranteed, or otherwise in proper form for accompanied by all documents required to evidence and effect such transfer and by evidence that the Person requesting such exchange shall pay to the Paying Agent any applicable stock transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has Taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1the applicable Aggregate Closing Consideration and the applicable portion of the Future Contingent Payments that become payable pursuant to this Agreement. No interest will be paid or will accrue on any cash payable as Per Share Merger ConsiderationConfidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sucampo Pharmaceuticals, Inc.)
Exchange Procedures. Promptly Within ten (10) days after the Effective TimeDate, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock and (the "Certificates") whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c3.1 hereof (less any shares held in escrow pursuant to Section 3.9 hereof), (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and which shall otherwise be in a such form and have such other provisions as the Surviving Corporation Parent may reasonably specify, including appropriate investment representations)(the "Letter of Transmittal") containing and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (less any shares held in escrow pursuant to Section 3.9 hereof). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by holders Parent, together with such letter of transmittal and a Shareholder Certificate in the form of Exhibit E-1 or E-2, as applicable, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock (less any shares held in escrow pursuant to Section 3.9 hereof) to which the holder of Company Common Stock is entitled pursuant to effect Section 3.1 hereof. The Certificate so surrendered shall forthwith be canceled. No interest will accrue or be paid to the exchange holder of their shares of any outstanding Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”)Stock. As soon as reasonably practicable From and after the Effective TimeDate, until surrendered as contemplated by this Section 3.7, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed for all corporate purposes to include references to book-entry account statements relating to evidence the ownership number of shares of Company Parent Common Stock)), be entitled to an amount of cash (payable by check) equal to Stock into which the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has have been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationconverted.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Infospace Inc)
Exchange Procedures. Promptly after (a) At or prior to the Effective Time, the Surviving Corporation Western shall deposit, or shall cause to be deposited, with U.S. Stock Transfer or with such other unaffiliated exchange agent as Western shall reasonably elect (in such capacity, the Paying Agent "EXCHANGE AGENT"), for the benefit of the holders of certificates formerly representing shares of BKLA Common Stock ("OLD CERTIFICATES"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("NEW CERTIFICATES") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect to mail the New Certificates (without any interest on any such cash, dividends or deliver distributions), being hereinafter referred to as the "EXCHANGE FUND") to be paid pursuant to this Article III in exchange for outstanding shares of BKLA Common Stock. (b) As soon as practicable, but no later than five (5) business days after the Effective Date, Western shall send or cause to be sent to each Person (as hereinafter defined) who was, at the Effective Time, a former holder of record of Company shares of BKLA Common Stock and whose immediately prior to the Effective Time transmittal materials for use in exchanging such stockholder's Old Certificates for the consideration set forth in this Article III. Western shall cause the New Certificates into which shares of a shareholder's BKLA Common Stock are being converted into on the Per Share Merger Consideration pursuant to Section 2.1(c) a letter Effective Date and/or any check in respect of transmittal (any fractional share interests or dividends or distributions which such person shall be in customary form and specify that entitled to receive to be delivered to such shareholder upon delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Exchange Agent of such Certificate or Old Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of representing such shares of Company BKLA Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership or an affidavit of shares of Company Common Stock))lost certificate and, be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied if required by the number Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any of shares of Company Common Stock represented such certificates are lost, stolen or destroyed) owned by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1shareholder. No interest will be paid or will accrue on any such cash payable as Per Share Merger Consideration.to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of BKLA Common Stock not registered in the transfer records of BKLA, the exchange described in this Section 3.04(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such BKLA Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.02 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of BKLA Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. 6
Appears in 1 contract
Exchange Procedures. Promptly (A) As soon as possible after the Effective TimeTime (and in no event later than three (3) business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail or deliver be mailed to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a Company Common Stock and Certificate, whose shares are being were converted into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c(i) a letter of transmittal (which shall be in customary form and 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 to by the Paying Agent Exchange Agent, and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Parent may reasonably specify) containing and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Common Stock, a portion of the Cash Consideration, and cash in lieu of fractional shares. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by holders Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Certificate shall be entitled to receive in exchange therefor (i) a certificate representing the number of whole shares of Parent Common Stock which such holder has the right to effect receive pursuant to Section 1.7(a) (less the exchange applicable proportion of their the Escrow Shares attributable to such holder), (ii) payment of the amount of the Cash Consideration which such holder has the right to receive pursuant to Section 1.7(a), and (iii) payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.7(f), and the Company Certificate so surrendered shall forthwith be cancelled. No interest shall accrue or be payable with respect to the Cash Consideration. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to the extent set forth in Section 1.8(e), to evidence (i) the ownership of the number of full shares of Parent Common Stock for into which such shares of Company Capital Stock shall have been so converted, (ii) the Per Share Merger right to receive a portion of the Cash Consideration as provided herein in accordance with Section 1.7(a), and (each a “Letter iii) the right to receive an amount in cash in lieu of Transmittal”the issuance of any fractional shares in accordance with Section 1.7(f). As soon as reasonably practicable after the Effective Time, each holder and subject to, and in accordance with, the provisions of an outstanding Certificate or Certificates shallArticle VIII, upon surrender Parent shall cause to be distributed to the Paying Escrow Agent a certificate or certificates representing 1,567,388 shares of Parent Common Stock (the "Escrow Shares"), which shall be registered in the name of the Escrow Agent as nominee for the holders of Company Certificates cancelled pursuant to Section 1.7. The Escrow Shares shall be beneficially owned by such Certificate or Certificates holders and Letter of Transmittal duly executed shall be held in escrow and completed shall be available to compensate Parent for Damages as provided in Article VIII. Such shares and cash shall be released, subject to and in accordance with the instructions thereto (together with such other documents as provisions of Article VIII and the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger ConsiderationEscrow Agreement.
Appears in 1 contract
Exchange Procedures. Promptly Within ten (10) days after the Effective TimeDate of the Merger, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company a certificate or certificates which immediately prior to the Effective Date of the Merger represented outstanding shares of Nexcom Common Stock and (the "CERTIFICATES") whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c3.1 hereof (less any shares held in escrow pursuant to Section 3.7 hereof), (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and which shall otherwise be in a such form and have such other provisions as the Surviving Corporation ISSI may reasonably specify, including appropriate investment representations to be made by each such shareholder) containing (the "LETTER OF TRANSMITTAL") and (ii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”less any shares held in escrow pursuant to Section 3.7 hereof). As soon as reasonably practicable after the Effective Time, each holder Upon surrender of an outstanding a Certificate or Certificates shall, upon surrender for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by ISSI, together with such letter of transmittal, duly executed, the holder of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by receive in exchange therefor the number of shares of Company ISSI Common Stock (less any shares held in escrow pursuant to Section 3.7 hereof) and other Merger Consideration to which the holder of Nexcom Common Stock is entitled pursuant to Section 3.1 hereof. The Certificate so surrendered shall forthwith be canceled. No interest will accrue or be paid to the holder of any outstanding Nexcom Common Stock. From and after the Effective Date of the Merger, until surrendered as contemplated by this Section 3.4, each Certificate shall be deemed for all corporate purposes to evidence the number of shares of ISSI Common Stock and other Merger Consideration into which the shares of Nexcom Common Stock represented by such Certificate or Certificateshave been converted. Notwithstanding the foregoing procedures, ISSI shall use its reasonable efforts to provide the form of Letter of Transmittal to Nexcom as soon as practical after the date hereof, and Nexcom shall provide such Letter of Transmittal to each Nexcom Shareholder. The Paying parties agree that in the event ISSI makes such Letter of Transmittal available to Nexcom, any Exchange Agent shall accept not be obligated to mail 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition Letter 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 Transmittal to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish Nexcom Shareholders. ISSI agrees that to the satisfaction extent a Nexcom Shareholder provides a fully executed and completed Letter of Transmittal together with the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented related Certificates held by such Certificate upon shareholder to ISSI at least two (2) business days prior to the Closing, then ISSI will provide to such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration.Nexcom Shareholder at the Closing a certificate
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Integrated Silicon Solution Inc)
Exchange Procedures. Promptly after Prior to the Closing Date, the Exchange Agent shall deliver a letter of transmittal in substantially the form attached hereto as Exhibit D at the address, or to the email address, as applicable, set forth opposite each such Shareholder’s name on the Spreadsheet. Prior to the Closing, each Shareholder shall deliver to the Exchange Agent a letter of transmittal, a Form of Election and any other documents (including applicable tax forms) that Parent or the Exchange Agent may reasonably require in connection therewith (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, and in form and substance reasonably satisfactory to Parent. Parent and the Company shall be satisfied, on the basis of the Forms of Election so delivered and the Elections of the Shareholders, that the Continuity Test shall be satisfied in accordance with Section 1.12. Once delivered, a Form of Election shall be irrevocable unless Parent consents in writing, but shall in all cases be subject to Section 1.12. As of the Effective Time, the Surviving Corporation certificate(s) representing shares of Company Capital Stock (the “Company Stock Certificates”) referenced therein shall cause be deemed surrendered and cancelled, Parent shall instruct its transfer agent to issue and the Paying Exchange Agent to mail issue or deliver pay to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of such Company Common Stock and whose shares are being converted into Certificate the Per Share Merger Cash Consideration (with respect to shares for which the Cash Election has been made) or the Per Share Parent Stock Consideration (with respect to shares for which the Stock Election has been made) issuable or payable in respect thereto pursuant to Section 2.1(c1.6(b)(i) a letter of transmittal (which less the cash deemed contributed by such Shareholder to the Holdback Fund pursuant to Section 1.8(b) and less the cash deemed contributed by such Shareholder to the Expense Fund pursuant to Section 1.8(c)) and the Company Stock Certificate so deemed surrendered shall be in customary form and 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 Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of cancelled. Each Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time outstanding after the First Effective TimeTime will be deemed, each Certificate shall be deemed for all corporate purposes thereafter, to represent evidence only the right to receive the product of Per Share Cash Consideration (with respect to shares for which the Cash Election has been made) or the Per Share Merger Parent Stock Consideration multiplied by (with respect to shares for which the number of shares of Stock Election has been made) issuable or payable in exchange for the Company Common Capital Stock represented by such Certificate upon such surrender as contemplated by Section 2.1Company Stock Certificate. No interest Per Share Cash Consideration or Per Share Parent Stock Consideration will be issued or paid or will accrue on to the holder of any cash payable as Per Share Merger Considerationunsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate and validly executed Exchange Documents pursuant hereto.
Appears in 1 contract
Exchange Procedures. In connection with the Closing, each of the Acquiror, Target and Stockholders’ Agent shall have executed and delivered to the other the Escrow and Paying Agent Agreement. JPMorgan shall serve as the paying agent (the “Paying Agent”) pursuant to the terms of the Escrow and Paying Agent Agreement and this Agreement. The Paying Agent fees shall be treated as Transaction Fees of Target. Promptly after the Effective Time, the Surviving Corporation Paying Agent shall cause the Paying Agent to mail be mailed or deliver delivered to (x) each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Target Capital Stock, whose shares are being were converted into the Per Share right to receive the applicable Merger Consideration pursuant to Section 2.1(c2.6(a), subject to Section 2.11 and Section 7 hereof and the Escrow and Paying Agent Agreement and (y) each holder of record of a Vested Target Option whose Target Options were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.6(c), subject to Section 2.11 and Section 7 hereof and the Escrow and Paying Agent Agreement: (i) a letter of transmittal in a form mutually agreed by Acquiror and Target (which shall be (A) specify that, in customary form and specify that the case of a Certificate, delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon delivery receipt of the Certificates to Certificate by Paying Agent, (B) acknowledge the Paying Agent indemnification obligations of the holders of Target Capital Stock and shall otherwise Vested Target Options, and (C) be in a such form and have such other provisions as the Surviving Corporation Acquiror and Target may reasonably specify); (ii) containing such other customary documents as may be required pursuant to such instructions; and (iii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates and Vested Target Options in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each that a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate(s) or Vested Target Options, as applicable, is entitled to receive pursuant to Sections 2.6(a) and 2.6(c), subject to Section 2.11 and Section 7 hereof, if any. Upon surrender of a Certificate for cancellation to Acquiror or Certificates shallto such other agent or agents as may be appointed by Acquiror, upon surrender to the Paying Agent together with such letter of such Certificate or Certificates transmittal and Letter of Transmittal other customary documents, duly completed and validly executed and completed in accordance with the instructions thereto (together with such other documents as thereto, the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificate shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to receive in exchange therefore the product of the Per Share Merger Consideration multiplied by the number that a holder of shares of Company Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms Certificate(s) is entitled to receive pursuant to Section 2.6(a), subject to Section 2.11 and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registeredSection 7 hereof, it shall be a condition of such exchange that if any, and the Certificate so surrendered shall forthwith be properly endorsed, with signature guaranteed, canceled and such Merger Consideration shall be promptly delivered or otherwise in proper form for transfer and that the Person requesting caused to be delivered by Paying Agent to such exchange shall pay holder. Upon delivery to the Paying Exchange Agent any transfer of a letter of transmittal and other customary documents, duly completed and validly executed in accordance with the instructions thereto, each holder of Vested Target Options shall be entitled to receive in exchange therefore the Merger Consideration that such holder of Vested Target Options is entitled to receive pursuant to Section 2.6(c), subject to Section 2.11 and Section 7 hereof, if any; provided, however, that in the case of payments to employees or other taxes required by reason former employees of the payment of Target for which Tax withholding is required, such payments may be made through the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, Target’s or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid Target’s Subsidiary’s payroll processing service or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationsystem.
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, but in any event not later than three (3) Business Days thereafter, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Common Stock Shares (the “Certificates”) and to each holder of record of uncertificated Company Shares (the “Uncertificated Shares”), in each case whose shares are being were converted into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c2.2, (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates or the Uncertificated Shares shall pass, only upon delivery of the Certificates or the transfer of the Uncertificated Shares to the Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Parent may reasonably specify) containing and (ii) instructions for use by holders in surrendering the Certificates or transfer of Company Common Stock to effect the Uncertificated Shares in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”)Consideration. As soon as reasonably practicable after the Effective Time, each Each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number record of shares of Company Common Stock that shall have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by such a Certificate or Certificates. The Paying Agent shall accept such Certificates Uncertificated Share, upon compliance (i) surrender of a Certificate for cancellation to the Exchange Agent, together with such reasonable terms letter of transmittal, duly executed, and conditions such other documents as may reasonably be required by the Exchange Agent, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Paying Exchange Agent may impose reasonably request), in the case of a book-entry transfer of Uncertificated Shares. Upon payment of the Merger Consideration pursuant to effect an orderly exchange thereof the provisions of this Article 2, each Certificate or Uncertificated Share so surrendered or transferred shall forthwith be canceled. Notwithstanding the foregoing, in accordance with normal exchange practices. If cash the event of a transfer of ownership of Company Common Stock that is to not registered in the transfer records of the Company, payment of the Merger Consideration may be remitted made to a Person other than the Person in whose name the Certificate so surrendered for exchange or the Uncertificated Shares so transferred is registered, it registered if such Certificate or such Uncertificated Shares shall be a condition of accompanied by (A) all documents required to evidence and effect 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 Paying Agent (B) payment of any transfer or other taxes Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the such Certificate so surrenderedor Uncertificated Shares, or unless such registered holder shall otherwise establish to the satisfaction of the Surviving Corporation Parent that such tax either has Taxes shall have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2(b), Each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive upon surrender in accordance with this Section 2.3 the product of the Per Share Merger Consideration multiplied by into which the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Shares shall have been converted pursuant to Section 2.12.2. No interest will shall be paid or will shall accrue on any cash payable as Per Share Merger Considerationto holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seracare Life Sciences Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective Time, the Surviving Corporation shall cause Exchange Agent, pursuant to the Paying Agent terms of an exchange agent agreement to mail or deliver be entered into with Xxxxxx prior to each Person (as hereinafter defined) who was, at the Effective Time, a shall mail to each holder of record of Company a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Raytheon Common Stock and whose shares are being were converted into the Per Share Merger Consideration shares of Xxxxxx Class B Common Stock pursuant to Section 2.1(c2.1(b): (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Xxxxxx and Raytheon may reasonably specify), and (ii) containing instructions for use by holders effecting the surrender of Company Common Stock to effect the Certificates in exchange of their for certificates representing shares of Company Xxxxxx Class B Common Stock Stock. Upon surrender of a Certificate for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender cancellation to the Paying Agent Exchange Agent, together with a duly executed letter of transmittal, the holder of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash receive in exchange therefor (payable by checkx) equal to the product of the Per Share Merger Consideration multiplied by the a certificate representing that number of shares of Company Xxxxxx Class B Common Stock which such holder has the right to receive pursuant to Section 2.1 and (y) a check representing the unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article, after giving effect to any required withholding tax pursuant to Section 2.4(c) below, and the shares represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall forthwith be properly endorsedcancelled. No interest will be paid or accrued on unpaid dividends and distributions, if any, payable to holders of Raytheon Common Stock ("Raytheon Stockholders"). In the event of a transfer of ownership of shares of Raytheon Common Stock which is not registered on the transfer records of Raytheon, a certificate representing the proper number of shares of Xxxxxx Class B Common Stock, together with signature guaranteeda check for the cash to be paid in lieu of unpaid dividends and distributions, or otherwise in proper form for if any, may be issued to such transferee if the Certificate representing such shares of Raytheon Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that the Person requesting such exchange shall pay to the Paying Agent any applicable stock transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b)2.2, each Certificate shall be deemed at any time after the Effective Time, each Time to represent that number of whole shares of Xxxxxx Class B Common Stock into which the shares of Raytheon Common Stock formerly represented by such Certificate shall be deemed to represent only have been converted, together with the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationunpaid dividends and distributions.
Appears in 1 contract
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, First Financial shall instruct the Surviving Corporation shall cause the Paying Exchange Agent to mail or deliver to each Person (record holder, as hereinafter defined) who was, at of the Effective Time, a holder of record an outstanding Certificate or Book Entry Share that immediately prior to the Effective Time represented shares of Company First Bexley Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c(i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shares of First Bexley Common Stock shall pass, only upon proper delivery of the Certificates corresponding certificates (the “Certificates”) representing such shares to the Paying Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to non-certificated shares represented by book entry (“Book Entry Shares”), and shall otherwise be in a customary form as directed by First Financial and have such other provisions as the Surviving Corporation may reasonably specifyacceptable to First Bexley), and (ii) containing instructions for use by holders in effecting the surrender of Company the Certificates or Book Entry Shares in exchange for the Merger Consideration payable in respect of the shares of First Bexley Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”)represented thereby. As soon as reasonably practicable Promptly after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender of Certificates or Book Entry Shares for cancellation to the Paying Exchange Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such letters of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the Paying Agent may reasonably requestholders of such Certificates or Book Entry Shares shall be entitled to receive in exchange therefor, upon completion of the calculations required by Section 2.7, (A) shares of Parent Common Stock representing, in the aggregate, the whole number of shares of Parent Common Stock that such holder has the right to receive pursuant to Section 2.7 and (B) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to Section 2.7, dividends and other distributions pursuant to Section 2.9(c) and acceptance thereof by cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.9(e). No interest shall be paid or accrued on any Merger Consideration. In the Paying Agent (orevent of a transfer of ownership of shares of First Bexley Common Stock which is not registered in the transfer records of First Bexley, if such shares are held the Merger Consideration payable in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender respect of such shares of Company First Bexley Common Stock on may be paid to a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating transferee if the Certificate representing such shares of First Bexley Common Stock is presented to the ownership of shares of Company Common Stock))Exchange Agent, be entitled accompanied by all documents required to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by evidence and effect such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Exchange Agent in advance any transfer or other taxes Taxes required by reason of the payment delivery of the Per Share Merger Consideration to a Person in any name other than that of the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation Exchange Agent that such tax either has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationpayable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Financial Bancorp /Oh/)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(cCertificates (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Parent may reasonably specifyspecify that are not inconsistent with the terms of this Agreement), and (ii) containing instructions to effect the surrender of the Certificates in exchange for use the certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares which such holder has the right to receive in accordance with the provisions of Section 1.7(a) in respect of the Shares formerly evidenced by holders such Certificate (less that number of shares to be placed in escrow pursuant to Section 1.2(a) hereof), (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(c), and (C) cash in respect of fractional shares as provided in Section 1.7(e) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, the Merger Consideration may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.8(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable will be deemed from and after the Effective Time, each holder for all corporate purposes, other than the payment of an outstanding Certificate or Certificates shalldividends and subject to Section 1.7(e), upon surrender to evidence the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent ownership of the surrender number of full Parent Shares into which such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate have been 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationconverted.
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and (the "Certificates") whose shares are being converted pursuant to Sections 1.8(b) and (c) into the Per Share Merger Consideration pursuant right to Section 2.1(creceive shares of Parent Common Stock (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation may reasonably specify) containing and (ii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange of their for certificates representing shares of Company Parent Common Stock Stock. Upon surrender of a Certificate for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender cancellation to the Paying Agent Exchange Agent, together with such letter of such Certificate or Certificates and Letter of Transmittal transmittal duly executed and completed in accordance with its terms, the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificate shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the receive in exchange therefor a certificate representing that number of shares of Company Parent Common Stock represented by which such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms holder has the right to receive pursuant to the provisions of this Article I, and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall forthwith be properly endorsedcanceled. In the event of a transfer of ownership of Company Stock which is not registered in the transfer records of the Company, with signature guaranteed, or otherwise in proper form for a certificate representing that number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that the Person requesting such exchange shall pay to the Paying Agent any applicable stock transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b1.9(b), each Certificate shall be deemed at any time after the Effective TimeTime for all corporate purposes of Parent, each Certificate shall be deemed except as limited by paragraph (c) below, to represent only the right to receive the product ownership of the Per Share Merger Consideration multiplied by number of shares of Parent Common Stock into which the number of shares of Company Common Stock represented by such Certificate upon such surrender shown thereon have been converted as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration.this Article I.
Appears in 1 contract
Samples: Agreement of Merger (Scientio Inc)
Exchange Procedures. Promptly after If (1) at least three (3) Business Days prior to the Closing Date, Parent has received the following from any Company Stockholder of a certificate or certificates that immediately prior to the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose Time represent outstanding shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c) a letter of transmittal (which shall be in customary form and 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 Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect be exchanged pursuant to Section 1.06 (the exchange “Certificates”): (x) a photocopy or facsimile of their shares such Certificate or Certificates, (y) a photocopy or facsimile of Company Common Stock for a letter of transmittal substantially in the Per Share Merger Consideration form attached hereto as provided herein Exhibit D (each a the “Letter of Transmittal”), duly completed and validly executed in accordance with the instructions thereto, and (z) a photocopy or facsimile of such other documents as may be reasonably required pursuant to the instructions set forth in the Letter of Transmittal, and (2) in connection with the Closing, Parent receives an original Certificate or Certificates, a duly executed Letter of Transmittal, and such other documents as may be reasonably required pursuant to the instructions in the Letter of Transmittal, then in accordance with such Letter of Transmittal Parent shall deliver to such Company Stockholder in exchange therefor the applicable Merger Consideration in accordance with the terms hereof, and the Certificate so surrendered shall forthwith be canceled. As soon as reasonably practicable If Parent has received such materials from any such Company Stockholder later than three (3) Business Days prior to the Closing Date, then Parent shall deliver to such Company Stockholder in exchange therefor the applicable Merger Consideration no later than three (3) Business Days after such receipt or three (3) Business Days after the date on which such Merger Consideration is otherwise due hereunder in accordance with the terms hereof, whichever is later. No interest shall be paid or accrued on any Merger Consideration. Until so surrendered, each Certificate shall, after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender represent for all purposes only the right to receive the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed applicable Merger Consideration in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent respect of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or CertificatesCertificate. The Paying Agent shall accept such Certificates upon compliance Any holder of Company Common Stock who has not complied with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it this Article 1 shall be entitled to look only to Parent (subject to abandoned property, escheat or other similar Applicable Law) as a condition general creditor thereof with respect to the applicable Merger Consideration payable in respect 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No Stock, without any interest will be paid or will accrue on any cash payable as Per Share Merger Considerationthereon.
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Exchange Procedures. Promptly As soon as practicable after the Effective Time, the Surviving Corporation shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into Shares at the Per Share Merger Consideration pursuant to Section 2.1(cEffective Time (other than holders of Excluded Shares) (i) a letter of transmittal (which shall be in customary form and specify specifying that delivery of the Share Certificates shall be effected, and risk of loss and title to the Share Certificates shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall otherwise Exchange Agent, such letter of transmittal to be in a such form and have such other provisions as Parent and the Surviving Corporation may Company shall reasonably specifyagree, and (ii) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of effecting the surrender of such the Share Certificates in exchange for (A) certificates representing shares of Company Parent Common Stock on a book-entry account statement and (it being understood that B) any references herein unpaid dividends and other distributions and cash in lieu of fractional shares to “Certificates” be paid pursuant to this Agreement (such instructions shall be deemed to include references to book-entry account statements relating to instructions for the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product payment of the Per Share Merger Consideration multiplied by the number Consideration, cash in lieu of shares of Company Common Stock represented by such Certificate fractional shares, and dividends or Certificates. 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 normal exchange practices. If cash is to be remitted other distributions to a Person other than the Person in whose name the surrendered Share Certificate surrendered is registered on the transfer books of the Company). Subject to Section 4.2(g), upon proper surrender of a Share Certificate for exchange is registeredcancellation to the Exchange Agent together with such letter of transmittal, it duly completed and executed, the holder of such Share Certificate shall be entitled to receive in exchange therefor (x) a condition certificate representing that number of whole shares of Parent Common Stock that such exchange holder is entitled to receive pursuant to this Section 4, (y) a check in the amount (after giving effect to any required tax withholdings) of (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 Section 4, and the Share Certificate so surrendered shall forthwith be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1cancelled. No interest will be paid or will accrue accrued on any amount payable upon due surrender of the Share Certificates. 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 payable as Per to be paid upon due surrender of the Share Merger ConsiderationCertificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Share Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer.
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Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall mail (or shall cause an exchange agent appointed by the Paying Agent Surviving Corporation to mail or deliver mail) to each Person (record holder, as hereinafter defined) who was, at of the Effective Time, a holder of record any outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company FCC Common Stock and whose shares are being converted into (the Per Share Merger Consideration pursuant to Section 2.1(c"FCC Certificates") a (i) notice of the effectiveness of the Merger and (ii) form letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the FCC Certificates shall pass, only upon delivery of the FCC Certificates to the Paying Agent Surviving Corporation) and shall otherwise be instructions for use in a form and have such other provisions as effecting the surrender of the FCC Certificates for payment therefore. Upon surrender to the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect an FCC Certificate, together with the appropriate and duly executed transmittal materials described in the foregoing sentence and any other required documents, the holder of such FCC Certificate shall receive in exchange of their shares of Company Common Stock for therefore the Per Share applicable Merger Consideration as provided herein (each a “Letter of Transmittal”)determined pursuant to Section 3.01 hereof, and such certificate shall forthwith be cancelled. As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate No interest will be paid or Certificates shall, accrued on any consideration payable upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “the FCC Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person name other than that in which the Person in whose name the FCC Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the FCC Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person person requesting such exchange shall pay to the Paying Agent UTG or its transfer agent any transfer or other taxes required by reason of the payment of the Per Share applicable Merger Consideration to a Person person other than the registered holder of the FCC Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation UTG or its transfer agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2(b), at any time after the Effective TimeArticle IV, each FCC Certificate (other than FCC Certificates representing shares to be cancelled pursuant to Sections 3.01(b) or 3.01(c) hereof) shall be deemed to represent for all purposes only the right to receive the product of the Per Share applicable Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by set forth in Section 2.1. No 3.01 hereof, without any interest will be paid or will accrue on thereon, subject to any cash payable as Per Share Merger Considerationrequired withholding taxes.
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Samples: Agreement and Plan of Reorganization (First Commonwealth Corp)
Exchange Procedures. Promptly Promptly, but in no event more than ten (10) business days, after the Effective Time, EAST will instruct the Surviving Corporation shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of WEST Common Stock and whose shares are being were converted into the Per Share Merger Consideration right to receive shares of EAST Common Stock pursuant to Section 2.1(c1.06 (the "Certificates"), (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation EAST may reasonably specify) containing and (ii) instructions to effect the surrender of the Certificates in exchange for use the certificates evidencing shares of EAST Common Stock and cash in lieu of any fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by holders EAST, together with such letter of Company transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to promptly receive in exchange therefor (A) certificates evidencing that number of whole shares of EAST Common Stock which such holder has the right to receive pursuant to Section 1.06, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in lieu of fractional shares of EAST Common Stock to effect which such holder is entitled pursuant to Section 1.06(f) (the exchange of their EAST Common Stock, dividends, distributions and the cash described in this clause (C) being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company WEST Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable will be deemed from and after the Effective Time, each holder for all corporate purposes, other than the payment of an outstanding Certificate or Certificates shalldividends, upon surrender to evidence the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent ownership of the surrender number of full shares of EAST Common Stock into which such shares of Company WEST Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms have been so converted and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product an amount in cash in lieu of the Per Share Merger Consideration multiplied by the number issuance of any fractional shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by in accordance with Section 2.1. No interest will be paid 1.06 and any dividends or will accrue on any cash distributions payable as Per Share Merger Considerationpursuant to Section 1.07(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Act Manufacturing Inc)
Exchange Procedures. Promptly after Commencing on the Effective Timetenth calendar day prior to the date of the Closing, the Surviving Corporation Merger Sub shall cause the Paying Exchange Agent to mail or promptly deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a certificate or certificates representing outstanding shares of Company Common Stock (the "Stock Certificates") and whose shares are being converted into to each holder of record of a certificate or instrument which immediately prior to the Per Share Merger Consideration pursuant to Section 2.1(cEffective Time represented any outstanding Company Options (the "Option Certificates" and collectively together with the Stock Certificates, the "Certificates") from whom the Exchange Agent receives a written request (i) a letter of transmittal (which shall be in customary form and 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 to the Paying Exchange Agent and which shall otherwise be in a such form and have such other provisions as Merger Sub and the Surviving Corporation Company may reasonably specify) containing and (ii) instructions for use by holders effecting the surrender of Company Common Stock the Certificates in exchange for the consideration with respect to effect the exchange of their shares of Company Common Stock for or Company Options, as applicable, formerly represented thereby. The letter of transmittal with respect to Option Certificates shall contain language waiving any claims the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”)holders thereof may have against the Company or any Affiliates thereof with respect to the Company Options. As soon as reasonably practicable (and in any event not later than five (5) Business Days) after the Effective Time, Merger Sub shall cause the Exchange Agent to mail a letter of transmittal and the instructions described above to each holder of an outstanding record of a Certificate or Certificates shall, upon who has not previously requested such documents from the Exchange Agent. Each holder of a Certificate shall be entitled to surrender such Certificate to the Paying Exchange Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed at the Effective Time in accordance with the instructions thereto (procedures described herein. Upon surrender of a Stock Certificate or Option Certificate, as the case may be, to the Exchange Agent, together with such other documents as letter of transmittal, duly executed, the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificate shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash receive promptly in exchange therefor the consideration (payable by checkto be paid in immediately available funds) equal which such holder has the right to receive pursuant to the product provisions of Section 2.09(b) or Section 2.12, as applicable (provided that Certificates delivered to the Per Share Merger Consideration multiplied by Exchange Agent at least two Business Days prior to the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it Closing shall be a condition of such exchange that paid promptly after the Effective Time), and the Certificate so surrendered shall immediately be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationcanceled.
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Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail or deliver to each Person but in any event within two (as hereinafter defined2) who was, at business days after the Effective Time, a the Payment Agent shall mail or otherwise deliver to each holder of record of Company Common Target Capital Stock and whose shares are being were converted into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c2.6, (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Paying Agent and shall otherwise be Payment Agent) in a the form and have attached hereto as Exhibit E; (ii) such other provisions customary documents as the Surviving Corporation may reasonably specifybe required pursuant to such instructions; and (iii) containing instructions for use by holders in effecting the surrender of Company Common Stock the certificate or certificates (the “Certificates”) that immediately prior to effect the exchange of their Effective Time represented outstanding shares of Company Common Target Capital Stock in exchange for the Per Share Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor an amount in cash equal to the portion of the Merger Consideration as provided herein that such holder has the right to receive pursuant to this Section 2, less the amount of such portion of the Merger Consideration to be deposited by Acquiror into the Escrow Fund on such holder’s behalf pursuant to Section 2.10 and into the Stockholders’ Agent Expense Account on such holder’s behalf pursuant to Section 9.6. The Payment Agent shall promptly pay the amount described in the preceding sentence to the holder of such Certificate by wire transfer of immediately available funds to the account designated by such holder in the letter of transmittal delivered with such Certificate (provided, that if the Payment Agent has received the certified stockholder listing from Target containing the requisite information at least three (3) business days prior to the Effective Time, the Payment Agent shall remit payment no later than three (3) business days after the Effective Time to each a “Letter holder of Transmittal”Target Preferred Stock that has properly surrendered its Certificates for cancellation to the Payment Agent, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, at or prior to the Effective Time). As soon as reasonably practicable The Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that prior to the Effective Time represented shares of Target Preferred Stock will be deemed from and after the Effective Time, each holder of an outstanding Certificate or Certificates shallfor all corporate purposes, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only evidence the right to receive the product portion of the Per Share Merger Consideration multiplied by the number into which such share of shares of Company Common Target Preferred Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationis converted.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail or deliver to each Person holder of record (as hereinafter defined) who was, at of the Effective Time) of a Certificate or Book-Entry Shares, a holder of record of Company Common Stock and whose shares are being were converted into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c1.6(a): (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of Book-Entry Shares to the Paying Exchange Agent and shall otherwise be in a form customary form) and have such other provisions as the Surviving Corporation may reasonably specify(ii) containing instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange for cash constituting the Merger Consideration. Upon (x) surrender of their shares of Company Common Stock Certificates for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender cancellation to the Paying Exchange Agent together with such letter of such Certificate or Certificates transmittal, duly completed and Letter of Transmittal duly validly executed and completed in accordance with the instructions thereto (together with and such other documents as may reasonably be required by the Paying Exchange Agent, or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, the holder of record of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the cash constituting the Merger Consideration, and acceptance thereof by the Paying Agent (orCertificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. Until so surrendered or transferred, if such shares are held in bookoutstanding Certificates or Book-entry or other uncertificated formEntry Shares, upon respectively, will be Table of Contents deemed from and after the entry through a book-entry transfer agent of Effective Time, for all corporate purposes, to evidence the surrender of right to receive the Merger Consideration into which such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate have been 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1converted. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration.to holders of Certificates or Book-Entry Shares under the provisions of this Article I.
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Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common a certificate that immediately prior to the Effective Time represented outstanding shares of Target Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(c(a "Target Certificate") (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Target Certificates shall pass, only upon delivery of the Target Certificates to the Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Buyer and Target may reasonably specify) containing and (ii) instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of effecting the surrender of such the Target Certificates in exchange for certificates representing shares of Company Buyer Common Stock on ("Buyer Certificates"). Upon surrender of a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating Target Certificate for cancellation to the ownership of shares of Company Common Stock)Exchange Agent (or such other agent or agents as may be appointed by Buyer), together with a duly executed letter of transmittal, the holder of such Target Certificate shall be entitled to an amount receive in exchange therefor a Buyer Certificate representing that number of cash (payable by check) equal whole shares of Buyer Common Stock which such holder has the right to receive pursuant to the product provisions of Section 2.1(c) less such shareholder's pro rata portion of the Per Share Merger Consideration multiplied by Escrow Shares, and the Target Certificate so surrendered shall immediately be canceled. If any Target Certificate shall have been lost, stolen or destroyed, Buyer may, in its reasonable discretion and as a condition precedent to the issuance of any certificate representing Buyer Common Stock, require the owner of such lost, stolen or destroyed Target Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Buyer may reasonably direct) as indemnity against any claim that may be made against Buyer or the Surviving Corporation with respect to such Target Certificate (such affidavit and bond, if required, together an "Acceptable Affidavit"). In the event of a transfer of ownership of Target Stock which is not registered in the transfer records of Target, a Buyer Certificate representing the proper number of shares of Company Buyer Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted issued to a Person other than transferee if the Person in whose name Target Certificate representing such Target Stock is presented to the Certificate surrendered for exchange is registeredExchange Agent, it shall be a condition of accompanied by all documents reasonably required to evidence and effect such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and by evidence that the Person requesting such exchange shall pay to the Paying Agent any applicable stock transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b)2.2, each Target Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender a Buyer Certificate as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationthis Agreement.
Appears in 1 contract
Samples: Escrow Agreement (Vantive Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of MFC Common Stock and (such certificates are referred to hereinafter collectively as the “Certificates”) whose shares are being or options were converted into the Per Share Merger right to receive Common Stock Consideration pursuant to Section 2.1(c2.1(b) hereof, (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation KBI may reasonably specify) containing and (ii) instructions for use by holders in effecting the surrender of Company the Certificates in exchange for such Person’s portion of the Common Stock to effect the exchange Consideration. Upon surrender of their shares of Company Common Stock a Certificate for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender cancellation to the Paying Exchange Agent of or to such Certificate other agent or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (agents as may be appointed by KBI, together with such letter of transmittal, duly completed and executed, and such other documents as the Paying Agent may reasonably request) and acceptance thereof be required by the Paying Exchange Agent, the Exchange Agent shall effect delivery within five (or5) business days to the holder of such Certificate, in exchange therefor, the amount of cash, if such shares are held in book-entry or other uncertificated formany, upon and the entry through a book-entry transfer agent number of the surrender of such whole shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company KBI Common Stock)), be entitled to an amount of cash (payable by check) equal to if any, into which the product of the Per Share Merger Consideration multiplied by the aggregate number of shares of Company MFC Common Stock previously represented by such Certificate or Certificatesshall have been converted pursuant to Section 2.1(b) hereof, and the Certificate so surrendered shall forthwith be canceled. The Paying Agent Thereafter, each such holder who received any KBI Common Stock shall accept such Certificates upon compliance with such reasonable terms be treated as a holder of KBI Common Stock for all purposes under the KBCA and conditions the KBI’s Articles of Incorporation and Bylaws, in each case as amended. In the Paying Agent event of a transfer of ownership of MFC Common Stock that is not registered in the transfer records of MFC, payment may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted made to a Person other than the Person in whose name the Certificate so surrendered for exchange is registered, it shall be a condition of if such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the such Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation KBI that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b3.1(b), each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive upon such surrender the product portion of the Per Share Merger Common Stock Consideration multiplied by into which the number of shares of Company MFC Common Stock theretofore represented by such Certificate upon such surrender as contemplated by have been converted pursuant to Section 2.12.1(b) hereof. No interest will shall be paid or will accrue accrued on any cash or stock payable as Per Share Merger Considerationupon surrender of any Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Share (Kentucky Bancshares Inc /Ky/)
Exchange Procedures. Promptly As promptly as practicable, but in any event within ten (10) Business Days after the Effective Time, the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail or deliver send to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of shares of Company Common Stock and whose shares are being converted into immediately prior to the Per Share Merger Consideration pursuant to Section 2.1(cEffective Time (a) a letter of transmittal which (which i) shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates any Certificate or Uncertificated Shares shall pass, only upon proper delivery of such Certificate or Uncertificated Shares, as the Certificates case may be, to the Paying Exchange Agent and (ii) shall otherwise be in a customary form and have such other provisions as the Surviving Corporation Parent may reasonably specifyspecify and (b) containing instructions for use by holders in effecting the surrender of Company Common Stock to effect any Certificate or the transfer of any Uncertificated Shares in exchange for the Merger Consideration. Each holder of their shares of Company Common Stock for that have been converted into the Per Share right to receive the Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shallshall be entitled to receive, upon (x) surrender to the Paying Exchange Agent of such Certificate or Certificates and Letter of Transmittal a Certificate, together with a duly executed and completed in accordance with letter of transmittal, or (y) receipt of an “agent’s message” by the instructions thereto Exchange Agent (together with or such other documents evidence, if any, of transfer as the Paying Exchange Agent may reasonably request) and acceptance thereof by in the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through case of a book-entry transfer agent of Uncertificated Shares, in each case, together with any other documents as may be reasonably requested by the Exchange Agent, the Merger Consideration in respect of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or CertificatesUncertificated Shares, and such surrendered Certificate or transferred Uncertificated Shares shall be forthwith canceled and cease to exist. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registeredshares of Parent Common Stock constituting Merger Consideration, it at Parent’s option, shall be in uncertificated book-entry form, unless 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 Paying Agent any transfer or other taxes required physical certificate is requested by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1or is otherwise required under Applicable Law. No interest will be paid or will accrue on any cash payable as Per Share the Merger Consideration. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company (such shares, the “Unregistered Transferred Shares”), the aggregate Merger Consideration that the holder of record of such Unregistered Transferred Shares has the right to receive with respect thereto pursuant to Section 1.8 may be issued and paid to the transferee of such Unregistered Transferred Shares if (A) the Certificate representing such Unregistered Transferred Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and (B) the Person requesting such payment of Merger Consideration shall (1) pay to the Exchange Agent any applicable stock transfer taxes required as a result of such payment to a Person other than the registered holder of such Unregistered Transferred Shares or (2) establish to the reasonable satisfaction of the Exchange Agent that such stock transfer taxes have been paid or are not applicable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Oil & Gas Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail or deliver to each Person holder of record (as hereinafter defined) who was, at of the Effective Time, a holder of record ) of Company Common Stock and Shares whose shares are being were converted into the Per Share Merger Consideration right to receive the consideration pursuant to Section 2.1(cSECTION 1.6, (i) a letter of transmittal in customary form (which shall be in customary form and specify that (A) delivery and surrender shall be effected, and risk of loss and title to the Certificates Company Shares shall pass, only upon delivery the surrender of the Certificates such Company Shares to the Paying Agent Exchange Agent, (B) once Parent deposits the appropriate amounts of Merger Consideration with the Exchange Agent, Parent shall not be liable for the distribution thereof and such shareholder may not make any claims against Parent in connection therewith, and shall otherwise be in a form and have contain such other provisions as the Surviving Corporation Parent may reasonably specify), (ii) containing a declaration form in which the holder of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel [New Version], 1961, as amended (the "ORDINANCE"), and (iii) instructions for use in effecting the surrender of the Company Shares in exchange for the consideration to be paid in the Merger. Upon surrender of the Company 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 instructions thereto, the surrender of the Company Shares shall be registered at the Company's register of shareholders, and the holders of such Company Shares shall be entitled to receive in exchange therefor the consideration into which their Company Shares were converted at the Effective Time (rounded to the nearest whole cent after aggregating all Company Shares held by such holder), at such time as payment shall be due in accordance with SECTION 1.6. Such consideration will be paid by the Exchange Agent to the Trustees. The Trustees will deduct required withholding payments, if any, pursuant to the Ordinance and will promptly pay the balance in accordance with the Payment Schedule to the holders of Company Common Stock Shares who have surrendered their Company Shares. Any consideration which becomes payable after the Effective Time shall be distributed promptly (and in any event within four (4) Business Days) by the Exchange Agent to effect the exchange Trustees after deposit by Parent of their shares of such consideration with the Exchange Agent. Until so surrendered, outstanding Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable Shares will be deemed from and after the Effective Time, each holder of an outstanding Certificate or Certificates shallfor all corporate and other legal purposes, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to evidence only the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product consideration in the Merger which such Company Shares shall be entitled to receive. Notwithstanding the foregoing, no payments shall be made by the Exchange Agent unless the Trustee has been appointed by the Shareholder Representative and approved by the Israeli Tax authorities, as required, and the Trustee has agreed in writing to serve as trustee and to abide by the terms and provisions of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger ConsiderationIsraeli Income Tax Ruling in a form reasonably acceptable to Parent.
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practical after the Effective Time, the Surviving Corporation Citius shall mail (or cause the Paying Agent to mail or deliver be mailed) to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(cLMB Shares or LMB Note Shares, as applicable: (i) a letter of transmittal (which shall be in customary form and 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 Paying Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation may Citius and LMB mutually and reasonably specify) containing (the "Letter of Transmittal"); and (ii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates or Book-Entry Shares in exchange of their shares of Company Common Stock for the Per Merger Consideration. Upon proper surrender of a Certificate or Book-Entry Share Merger Consideration for exchange and cancellation to Citius or to such agents as provided herein (each a “may be appointed by Citius, together with such Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shallduly executed, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such any other documents as may be reasonably required, the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” LMB Shares or LMB Note Shares, as applicable, shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to receive in exchange therefor the product of the Per Share Merger Consideration multiplied by which such holder has the number right to receive in respect of shares of Company Common Stock LMB Shares or LMB Note Shares, as applicable, formerly represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms Book-Entry Shares, and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate or Book-Entry Shares so surrendered shall forthwith be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablecanceled. Until surrendered as contemplated by this Section 2.2(b)1.9, (x) each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive upon such surrender the product of the Per Share Merger Consideration multiplied as contemplated by Sections 1.7(b) and 1.7(c) and (y) a holder of LMB Shares or LMB Note Shares, as applicable, shall not receive any dividends or distributions in respect of any Citius Shares which they may otherwise be entitled to; provided that once the LMB Shares or LMB Note Shares, as applicable, are properly surrendered, the holder shall receive, without interest, any dividends or distributions with a record date after the Closing Date and payable with respect to the Citius Shares, if any, they are entitled to receive. In the event of a transfer of ownership of LMB Shares or LMB Note Shares, as applicable, that is not registered in the transfer records of LMB, a certificate representing the proper number of shares of Company Citius Common Stock represented pursuant to Section 1.7 may be issued to a transferee if the Certificate representing such LMB Shares or LMB Note Shares, as applicable (or, if such LMB Shares or LMB Note Shares, as applicable, are Book-Entry Shares, proper evidence of such transfer), is presented to Citius, accompanied by all documents required to evidence and effect such Certificate upon such surrender as contemplated transfer and by Section 2.1. No interest will be paid or will accrue on evidence that any cash payable as Per Share Merger Considerationapplicable stock transfer Taxes have been paid.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Citius Pharmaceuticals, Inc.)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime and in any event no later than five (5) business days thereafter, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person holder of record (as hereinafter defined) who was, at of the Effective Time) of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (each, a holder of record of Company Common Stock "Certificate" and collectively, the "Certificates") whose shares are being were converted into the Per Share Merger Consideration pursuant to Section 2.1(c2.06(c) into the right to receive ADSs (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Alcatel may reasonably specify) containing and (ii) instructions for use effecting the surrender of the Certificates in exchange for American depositary receipts representing ADSs (plus cash in lieu of fractional shares, if any, of ADSs as provided in Section 2.08(e) and any dividends or distributions as provided in Section 2.08(c)). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by holders [the Surviving Corporation], together with such letter of Company Common Stock transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to effect receive in exchange therefor an American depositary receipt representing that number of whole ADSs into which the exchange of their shares of Company Common Capital Stock for held by such holder were converted pursuant to Section 2.06(c) (subject to such Company Stockholder's Pro Rata Interest in the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed Escrow Shares being held in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably requestEscrow Agreement) plus cash in lieu of fractional shares pursuant to Section 2.08(e) and acceptance thereof by any dividends or distributions pursuant to Section 2.08(c), and the Paying Agent (or, if such shares are held Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Capital Stock which is not registered in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent records of the surrender of Company, an American depositary receipt representing whole ADSs issued in exchange therefor pursuant to Section 2.06(c) (subject to such shares of Company Common Stock on a book-entry account statement (it Stockholder's Pro Rata Interest in the Escrow Shares being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. 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 held in accordance with normal exchange practices. If the Escrow Agreement) plus cash is in lieu of fractional shares pursuant to Section 2.08(e) and any dividends or distributions pursuant to Section 2.08(c) may be remitted issued and paid to a Person person other than the Person person in whose name the Certificate so surrendered for exchange is registered, it shall be a condition of if such exchange that Certificate is presented to the Certificate so surrendered shall be properly endorsedExchange Agent, with signature guaranteed, or otherwise in proper form for accompanied by all documents required to evidence and effect such transfer and by evidence that the Person requesting such exchange shall pay to the Paying Agent any applicable stock transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b2.08(b), each Certificate shall be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender an American depositary receipt representing ADSs as contemplated in Section 2.06(c) (subject to such Company Stockholder's Pro Rata Interest in the Escrow Shares being held in accordance with the Escrow Agreement) plus cash in lieu of fractional shares pursuant to Section 2.08(e) and any dividends or distributions pursuant to Section 2.08(c), as contemplated by this Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration2.08.
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime but in any event not later than five business days thereafter, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and (the “Certificates”) whose shares are being were converted into the Per Share right to receive the Merger Consideration pursuant to Section 2.1(c2.2, (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Parent may reasonably specify) containing and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by holders the Exchange Agent, the holder of Company Common Stock to effect such Certificate shall receive in exchange therefor the exchange amount of their cash which the shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each theretofore represented by such Certificate entitle such holder of an outstanding Certificate or Certificates shall, upon surrender to receive pursuant to the Paying Agent provisions of such this Article 2 and the Certificate or Certificates and Letter so surrendered shall forthwith be canceled. In the event of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares ownership of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to is not registered in the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product transfer records of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent Company, payment may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted made to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered is registered if such Certificate shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the such Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation Parent that such tax either 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, each Certificate shall be deemed Time to represent only the right to receive upon surrender in accordance with this Section 2.3 the product of the Per Share Merger Consideration multiplied by into which the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by shall have been converted pursuant to Section 2.12.2. No interest will shall be paid or will shall accrue on any cash payable as Per Share Merger Considerationto holders of Certificates pursuant to the provisions of this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Charlotte Russe Holding Inc)
Exchange Procedures. Promptly Promptly, and in no event more than two (2) business days after the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail or deliver to each Person natural person, firm, partnership, limited liability company, joint venture, business trust, trust, association, corporation, company, unincorporated entity or other entity (as hereinafter definedeach, a “Person”) who was, at the Effective Time, a holder of record of Company HNB Common Stock and whose shares are being converted into the Per Share Merger Consideration pursuant to Section 2.1(cSections 2.01(c) a letter of transmittal (which shall be in customary form and 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 Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation Paying Agent may reasonably specify) containing instructions for use by holders of Company HNB Common Stock to effect the exchange of their shares of Company HNB Common Stock for the Per Share Merger Consideration as provided herein (each each, a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company HNB Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company HNB Common Stock)), be entitled to an amount of cash (payable by checkcheck or wire transfer at the cost of the Certificate holder requesting payment by wire transfer) equal to the product of the Per Share Merger Consideration multiplied by the number of shares of Company HNB Common Stock represented by such Certificate or Certificates. The Per Share Merger Consideration shall be paid immediately to each holder of HNB Common Stock following such holder’s surrender of his Certificate to the Paying Agent. 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 normal exchange practicespractices and in accordance with the terms of the Paying Agent Agreement. If cash the Per Share Merger Consideration is to be remitted to a Person other than the Person in whose name the Certificate 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 Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b2.02(b), at any time after the Effective Time, each Certificate shall be deemed to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company HNB Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.12.01. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mercantile Bancorp, Inc.)
Exchange Procedures. Promptly after At, or as soon as practicable after, the Effective Time, the Surviving Corporation Liquid shall cause the Paying Exchange Agent to mail or deliver to each Person holder of record (as hereinafter defined) who was, at of the Effective Time, ) of a holder certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of record of Company Alliance Common Stock and (including shares of Alliance Common Stock issuable upon the conversion of Alliance Preferred Stock immediately prior to the Effective Time) whose shares are being were converted into the Per Share Merger Consideration right to receive shares of Liquid Common Stock pursuant to Section 2.1(c1.5(a) and any dividends or other distributions pursuant to Section 1.8(d), (i) a letter of transmittal (which shall be in customary form and 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 Paying Exchange Agent and shall otherwise be in a such form and have such other provisions as the Surviving Corporation Liquid may reasonably specify) containing and (ii) instructions for use by holders in effecting the surrender of Company the Certificates in exchange for certificates representing shares of Liquid Common Stock and any dividends or other distributions pursuant to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”Section 1.8(d). As soon as reasonably practicable after the Effective Time, each holder Upon surrender of an outstanding Certificate or Certificates shall, upon surrender for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Liquid, together with such letter of such Certificate or Certificates transmittal, duly completed and Letter of Transmittal duly validly executed and completed in accordance with the instructions thereto (together with and such other documents as the Paying Agent may reasonably request) and acceptance thereof be required by the Paying Agent (orExchange Agent, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificates shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by receive in exchange therefor the number of shares of Company Liquid Common Stock represented and cash in lieu of fractional shares (after taking into account all Certificates surrendered by such Certificate or Certificates. The Paying Agent shall accept holder) to which such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose holder is entitled pursuant to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it Section 1.5(b) (which shall be in uncertificated book entry form unless a condition of such exchange that physical certificate is requested or is otherwise required by applicable law or regulation) and any dividends or distributions payable pursuant to Section 1.8(d), and the Certificate Certificates so surrendered shall forthwith be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate canceled. Until so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time outstanding Certificates will be deemed from and after the Effective Time, each Certificate shall be deemed for all corporate purposes, to represent only evidence the right to receive the product ownership of the Per Share Merger Consideration multiplied by the number of shares of Company Liquid Common Stock represented by and cash in lieu of fractional shares into which such Certificate shares of Alliance Common Stock (including shares of Alliance Common Stock issuable upon such surrender as contemplated by conversion of Alliance Preferred Stock immediately prior to the Effective Time) shall have been so converted and the right to receive any dividends or distributions payable pursuant to Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration1.8(d).
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Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Exchange Agent to will mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock and (a “Certificate”) whose shares are being were converted into the Per Share right to receive a portion of the Merger Consideration pursuant to Section 2.1(c2.6(c), (i) the Rights Notice, (ii) a letter of transmittal (which will specify (x) that execution of the same shall be in customary form constitute waiver of appraisal rights under Section 262 of the DGCL and specify dissenters’ rights under Chapter 1300 of the California Law, (y) by execution the Company Stockholder agrees and commits to refund the amount of any payment from the Escrow Account to the extent the Company Stockholder is required to indemnify an Indemnitee under Article VIII for Damages incurred because of a Breach of an Extended Representation after the Escrow End Date, and (z) that delivery shall will be effected, and risk of loss and title to the Certificates shall passwill pass to the Exchange Agent, only upon delivery of the Certificates to the Paying Agent Exchange Agent, and shall otherwise will be in a such form and have such other provisions as the Surviving Corporation may Buyer shall reasonably specify) containing and (iii) instructions for use by holders in effecting the surrender of Company Common Stock to effect the Certificates in exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and Letter of Transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Per Share Merger Closing Consideration multiplied by the number of shares of Company Common Capital Stock represented by such Certificate. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Buyer, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate will be entitled to receive in exchange therefor an amount equal to the Per Share Closing Consideration multiplied by the number of shares of Company Capital Stock represented by such Certificate or Certificatespursuant to the provisions of this Article II, and the Certificate so surrendered will forthwith be canceled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as In the Paying Agent event of a transfer of ownership of shares of Company Capital Stock that is not registered in the transfer records of the Company, payment may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted made to a Person other than the Person in whose name the Certificate so surrendered for exchange is registered, it shall be a condition of if such exchange that the Certificate so surrendered shall will be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange shall payment will pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the such Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation Buyer that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.9, each Certificate will be deemed at any time after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.1a portion of the Merger Consideration or to demand appraisal/dissenters rights. No interest will be paid or will accrue on any cash payable as Per Share Merger Considerationupon surrender of any Certificate.
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Samples: Merger Agreement (SoftBrands, Inc.)
Exchange Procedures. Promptly Within 5 days after the Effective Time, the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into a certificate or certificates which immediately prior to the Per Share Merger Consideration pursuant to Section 2.1(cEffective Time represented outstanding Shares (the “Certificates”) (i) a letter of transmittal substantially in a form attached hereto as Exhibit 2.02(b) and (which shall be ii) instructions for use in customary form and specify that delivery shall be effected, and risk of loss and title to effecting the Certificates shall pass, only upon delivery surrender of the Certificates in exchange for cash (pursuant to the Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Per Share Merger Consideration as provided herein (each a “Letter of Transmittal”Section 2.01). As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon Upon surrender to the Paying Exchange Agent of a Certificate for cancellation (or affidavit of loss in accordance with Section 2.02(g)), together with such Certificate or Certificates and Letter letter of Transmittal transmittal, duly executed and completed in accordance with the instructions thereto (together with thereto, and such other documents as may be reasonably required pursuant to such instructions, the Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender holder of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” Certificate shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an receive in exchange therefor that amount of cash (payable by check) equal to the product of the Per Share Merger Consideration multiplied by that such holder has the number right to receive in respect of shares of Company Common Stock the Shares formerly represented by such Certificate or Certificates. The Paying Agent shall accept (after taking into account all Shares then held by such Certificates upon compliance with such reasonable terms holder) pursuant to Section 2.01, and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall forthwith be properly endorsed, with signature guaranteed, or otherwise canceled. In the event of a transfer of ownership of Shares that is not registered in proper form for the transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason records of the payment of Company, the Per Share Merger Consideration to which such holder is entitled pursuant to Section 2.01 may be issued to a Person other than the registered holder of transferee if the Certificate so surrendered, or shall establish representing such Shares is presented to the satisfaction of Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to the Surviving Corporation Parent that such tax either has any applicable share transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b)2.02, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time all times after the Effective Time, each Certificate shall be deemed Time to represent only the right to receive the product of upon such surrender the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock represented by to which such Certificate upon such surrender as contemplated by holder is entitled pursuant to Section 2.1. No interest will be paid or will accrue on any cash payable as Per Share Merger Consideration2.01.
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