Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate 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 executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Leukosite Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
Exchange Procedures. As soon (i) Within five (5) business days after the Effective Date, Parent shall mail a letter of transmittal, joinder and lock-up agreement in the forms attached hereto as reasonably practicable Exhibit D-1, Exhibit D-2 and Exhibit D-3 (the “Letter of Transmittal,” “Joinder,” and “Lock-up Agreement”) to each Company Stockholder at the address provided by the Company. Each Indemnifying Securityholder that delivers a duly completed and validly executed Letter of Transmittal, Joinder and Lock-up Agreement and a Company Stock Certificate for cancellation (or an affidavit of lost certificate as contemplated by the Letter of Transmittal) (collectively, the “Applicable Documentation”) to Parent or its designee shall be entitled to receive a certificate or certificates representing the shares of Parent Shares issuable to such holder and/or cash in accordance with Section 1.6. Upon receipt of the Applicable Documentation, Parent shall promptly issue or cause to be issued to each Indemnifying Securityholder a certificate or certificates representing the shares of Parent Shares issuable to such holder pursuant to Section 1.6, less the amount to be held by Parent pursuant to Section 1.8. All Company Stock Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Stock Certificate that, prior to the Effective Time, represented one or more shares of Company capital stock held by aCompany Stockholder will be deemed from and after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effectedfor all corporate purposes, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate 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 executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender receive, on the certificate representing shares terms and subject to the conditions of Parent Common Stock plus cash this Agreement, the consideration set forth in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.021.6.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CareDx, Inc.), Agreement and Plan of Merger (CareDx, Inc.), Agreement and Plan of Merger (CareDx, Inc.)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for effecting to effect the surrender of the Certificates in exchange for the certificates representing shares of evidencing Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Shares. Upon surrender of a Certificate 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 executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Common Stock Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Article II plus Section 1.7(c), and (C) cash in lieu respect of fractional shares pursuant to as provided in Section 2.02(e1.6(f) (the Parent Shares, dividends, distributions and any dividends or distributions pursuant to Section 2.02(ccash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) Shares, dividends and any dividends or distributions pursuant to Section 2.02(c) may be issued or and paid in accordance with this Article I to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented Shares will be deemed at any time from and after the Effective Time to represent only Time, for all corporate purposes, other than the right to receive upon such surrender the certificate representing shares payment of Parent Common Stock plus cash in lieu of fractional shares pursuant dividends and subject to Section 2.02(e) and any dividends or distributions pursuant 1.6(f), to Section 2.02(c) as contemplated by this Section 2.02evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Registry Inc), Agreement and Plan of Merger (Hunter Terry L), Agreement and Plan of Merger (Registry Inc)
Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, and in any event not later than five business days, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock pursuant to Section 2.01(a), cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.02(e) and any dividends or other distributions pursuant to Section 2.02(c), (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 shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus and cash in lieu of any fractional shares, if any, of Parent Common Stock shares and any dividends or other distributions as provided belowpursuant to Section 2.02(c). Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentcancellation, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to in respect of the provisions shares of this Article II plus Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately forthwith be cancelled. 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, a certificate representing the proper number of shares of Parent Common Stock plus 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 other distributions to which such holder is entitled pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such shares of 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 contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus 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 other distributions to which such holder is entitled pursuant to Section 2.02(c) as contemplated by this Section 2.02).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Careinsite Inc), Agreement and Plan of Merger (Healtheon Webmd Corp), Agreement and Plan of Merger (Medical Manager Corp/New/)
Exchange Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime and, in any event, not later than the second Business Day following the Closing Date, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates which Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") Shares whose shares were converted pursuant to Section 2.01 into the right to receive the Company Common Share Merger Consideration pursuant to Section 2.1, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor, any Other Payments deliverable hereunder and any dividends or distributions in respect of Parent Common Stock: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Company Common Share Merger Consideration, the Other Payments, any cash in lieu of fractional shares of Parent Common Stock (plus cash to be issued or paid in lieu of fractional shares, if any, of Parent Common Stock consideration therefor in accordance with Section 2.2(j) and any dividends or distributions as provided below)in respect of Parent Common Stock in accordance with Section 2.2(k) to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange AgentAgent or the Surviving Company, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which that such holder has the right is entitled to receive pursuant to this Agreement, (y) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 2.3) equal to the Cash Consideration that such holder is entitled to receive pursuant to this Agreement plus any cash such holder is entitled to receive in lieu of fractional shares of Parent Common Stock and any cash dividends or distributions in respect of Parent Common Stock, payable in respect of the Company Common Shares previously represented by such Certificate pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e2.2(c), Section 2.2(j) and Section 2.2(k) and (z) without duplication, any dividends or distributions pursuant to Section 2.02(c)Other Payments, and the Certificate so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) payment may be issued or paid made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if the such Certificate representing such Company Common Stock is presented to the Exchange Agent, shall be properly endorsed and accompanied by appropriate stock powers or otherwise be in proper form for transfer and accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer and the Person requesting such payment shall pay any transfer or other Taxes required by evidence reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent and the Exchange Agent that any applicable stock transfer taxes have such Tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender surrender, the certificate representing shares of Parent Company Common Stock plus Share Merger Consideration, the Other Payments, any cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) in respect of Parent Common Stock, as contemplated by this Section 2.022.2. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gramercy Capital Corp), Agreement and Plan of Merger (American Financial Realty Trust), Agreement and Plan of Merger (Morgan Stanley)
Exchange Procedures. As soon as reasonably practicable after Upon surrender to the Effective Time, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company representing Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) Shares for cancellation, together with a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate 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 executed, and such other customary documents as may reasonably be required by the Exchange instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (i) certificates evidencing that number of whole shares of Parent PennCorp Common Stock which such holder has the right to receive pursuant in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to the provisions of this Article II plus which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 2.02(e1.11.6, and (iv) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company(ii), a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e(iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate 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 the Merger Consideration (or any dividends or distributions pursuant portion thereof) is to Section 2.02(c) may be issued or paid delivered to a any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered is registered, if shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Company Common Stock Certificate is presented to the Exchange AgentCompany for transfer, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paidit shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.021.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and Merger Consideration, without any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Washington National Corp), Agreement and Plan of Merger (Washington National Corp), Agreement and Plan of Merger (Penncorp Financial Group Inc /De/)
Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime and subject to the surrender provisions of this Section 2.2(b), the Exchange Agent shall mail deliver to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "“Certificates"”) whose shares were are converted pursuant to Section 2.01 2.1(c) into the right to receive shares of Parent Common Stock (i) a letter certificate representing that number of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu which such holder has the right to receive pursuant to the provisions of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)this Section 2. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, endorsements for transfer duly executed, executed and such other documents as may reasonably be required by the Exchange Agentcompleted, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)2, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In no event shall the holder of any Certificate be entitled to receive interest on any property to be received in the Merger. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper that number of whole shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, 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 contemplated by this Section 2.022.2(b), each Certificate shall be deemed at any time after the Effective Time for all corporate purposes of Parent, except as limited by paragraph (c) below, to represent only ownership of the right to receive upon such surrender the certificate representing number of shares of Parent Common Stock plus cash in lieu into which the number of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) of Company Common Stock shown thereon have been converted as contemplated by this Section 2.022.
Appears in 3 contracts
Samples: Schedules to Agreement (NuGene International, Inc.), Schedules to Agreement (Bling Marketing, Inc.), Agreement and Plan of Merger (Nine Mile Software, Inc.)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, the The Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Company Certificates") ), whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the Effective Time): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Common Stock Certificates (plus and cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Company Certificate 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, and such other documents as may be reasonably be required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate Parent Certificate representing that the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.04, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends and distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02III.
Appears in 3 contracts
Samples: Stockholder Agreement (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Stockholder Agreement (Doubleclick Inc)
Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, the Exchange Agent shall mail will send to each record holder of record a Certificate other than Certificates in respect of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Dissenting Shares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares the Merger Consideration. As soon as reasonably practicable after the Effective Time, each holder of Parent Common Stock (plus cash in lieu of fractional sharesa Certificate, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon upon surrender of a Certificate 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 executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing that the number of whole full shares of Parent Common Stock which such holder has and the right amount of cash (including amounts to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares be paid pursuant to Section 2.02(e1.9(a) and in respect of any dividends or other distributions to which holders are entitled pursuant to Section 2.02(c2.3, if any), into which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Certificate so surrendered shall immediately Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be cancelledpaid or will accrue on any cash payable pursuant to Section 1.9(a) or 2.3. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing one or more shares of Parent Common Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock plus Stock, a check in the proper amount of cash in lieu of fractional shares pursuant to Section 2.02(e1.9(a) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) 2.3, may be issued or paid with respect to such Company Common Stock to such a person other than the person in whose name the Certificate so surrendered is registered, transferee only if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Level 3 Communications Inc)
Exchange Procedures. As soon promptly as reasonably practicable after the Effective TimeTime (and in any event within three (3) business days), Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") Certificates whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock the Merger Consideration pursuant to Section 2.1(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 shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)the Merger Consideration. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentcancellation, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions or as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor: (A) a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus in respect of the Company Shares formerly represented by such Certificate after taking into account all Company Shares then held by such holder, and (B) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.3(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c2.3(c), and the Certificate so surrendered shall immediately forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3(c) or (e). In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus and a check for cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.3(e) and for any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c2.3(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such Company Common Stock Shares 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 contemplated by this Section 2.022.3, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing Merger Consideration, the cash in lieu of any fractional shares of Parent Common Stock plus cash in lieu of fractional shares to which such holder is entitled pursuant to Section 2.02(e2.3(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) as contemplated by this Section 2.022.3(c).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Micro Therapeutics Inc), Agreement and Plan of Merger (Micro Investment LLC), Agreement and Plan of Merger (Ev3 Inc.)
Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent shall to mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior Company Shares entitled to receive the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted Merger Consideration pursuant to Section 2.01 into the right to receive shares of Parent Common Stock 2.1(c): (i) a letter of transmittal (which shall will be in customary form and will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall certificates evidencing such Company Shares (the "Certificates") will pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares pursuant to such letter of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)transmittal. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentcancellation, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, (i) the holder of such Certificate shall will be entitled to receive in exchange therefor (A) a certificate representing that number of whole shares of Parent Common Stock Shares which such holder has the right to receive pursuant in respect of the Company Shares formerly represented by such Certificate (after taking into account all Company Shares then held by such holder), if any, (B) cash in respect of the Cash Consideration to the provisions of this Article II plus be received by such holder, if any, (C) cash in lieu of any fractional shares Parent Shares to which such holder is entitled pursuant to Section 2.02(e2.2(e), and (D) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c2.2(c) (such items described in clauses (A) - (D), the "Delivered Items"), and (ii) the Certificate so surrendered shall immediately will forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) Delivered Items may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such Company Common Stock Shares 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 contemplated by this Section 2.022.2, each Certificate shall will be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02Delivered Items.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dex Media Inc), Agreement and Plan of Merger (Dex Media West LLC), Agreement and Plan of Merger (R H Donnelley Corp)
Exchange Procedures. As The Surviving Corporation shall instruct the Exchange Agent to provide, as soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately prior to before the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Parent Common Stock (i) a letter Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have an “agent’s message” or such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional sharesevidence, if any, of Parent Common Stock and any dividends or distributions as provided belowthe Exchange Agent may reasonably request). Upon surrender receipt of a Certificate 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 executed, and such other documents as may reasonably be required by the Exchange Agent“agent’s message”, the holder of such Certificate Book Entry Shares shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock which previously represented by such holder has Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)receive, and the Certificate Book Entry Shares so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of payment may be made and shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person Person other than the person Person in whose name the Certificate Book Entry Shares so surrendered is registered, registered if such Book Entry Shares shall be in proper form for transfer and the Certificate representing Person requesting such Company Common Stock is presented payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the Exchange Agentsatisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until until surrendered as contemplated by this Section 2.022.02(b), each Certificate Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Merger Consideration into which the Company Common Stock plus cash in lieu of fractional shares theretofore represented by such Book Entry Share have been converted pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.022.01.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Applied Molecular Transport Inc.), Agreement and Plan of Merger (Cyclo Therapeutics, Inc.), Agreement and Plan of Merger (Cyclo Therapeutics, Inc.)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares that were converted pursuant to Section 2.01 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)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, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Article II plus Section 2.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and 2.2(d), after giving effect to any dividends or distributions pursuant to Section 2.02(c)tax withholdings, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only the right to receive upon such surrender the a certificate representing shares of Parent Common Stock plus Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.022.2(d).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Data General Corp)
Exchange Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event later than five (5) business days thereafter), the Exchange Paying Agent shall will mail to each holder of record of a certificate or certificates Certificate, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") Shares, whose shares were converted pursuant to in accordance with Section 2.01 2.1(c) into the right to receive shares of Parent Common Stock the Merger Consideration (i) a letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall Certificate will pass, only upon delivery of the Certificates Certificate to the Exchange Paying Agent and shall will be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates Certificate in exchange for certificates representing shares payment of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, executed and properly completed and such other documents as may be reasonably be required requested by the Exchange Paying Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor a certificate representing that number the Merger Consideration (such payments to be net of whole shares of Parent applicable Taxes withheld in accordance with Section 2.5) for each Common Stock which Share formerly represented by such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)Certificate, and the Certificate so surrendered shall immediately will forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.022.2, each Certificate shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus Merger Consideration in cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.022.2, without interest thereon, and will not evidence any interest in, or any right to exercise the rights of a shareholder or other equity holder of, the Company or the Surviving Company. Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares will 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 SECTION 2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Common Shares were converted into the Merger Consideration will upon receipt by the Paying Agent of such evidence, if any, as the Paying Agent may reasonably request, be entitled to receive, and Parent will cause the Paying Agent to pay, subject to any required withholding of Taxes, the Merger Consideration in respect of each such Common Share, and the Book-Entry Shares of such holder will forthwith be cancelled.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Biohaven Research Ltd.), Agreement and Plan of Merger (Biohaven Research Ltd.), Agreement and Plan of Merger (Biohaven Pharmaceutical Holding Co Ltd.)
Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time (but in no event later than five (5) Business Days following the Effective Time), the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder person who was, at the Effective Time, a Common Stockholder of record of a certificate or certificates which immediately prior entitled to receive the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted Merger Consideration pursuant to Section 2.01 into the right to receive shares of Parent Common Stock 2.01(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 Stock Certificates held by such person shall pass, only upon proper delivery of the Stock Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Paying Agent and shall be or, in such form and have such other provisions as Parent may reasonably specify) the case of Book-Entry Shares, upon adherence to the customary procedures set forth in the letter of transmittal)); and (ii) instructions for use in effecting the surrender of the any Stock Certificates (or effective affidavit of loss in lieu thereof) and/or such other documents as may be required in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)the Merger Consideration. Upon surrender of a Stock Certificate for cancellation to the Exchange Agent (or to effective affidavit of loss in lieu thereof) and/or such other agent or agents documents as may be appointed by Parent, together required pursuant to such instructions to the Paying Agent in accordance with the terms of such letter of transmittal, duly executedexecuted in accordance with the instructions thereto, and each Common Stockholder holding Common Shares represented by such other documents as may reasonably be required by the Exchange Agent, the holder of such Stock Certificate shall be entitled to receive in exchange therefor a certificate representing that cash, in the amount (after giving effect to any required Tax withholdings) equal to (x) the number of whole shares Common Shares represented by such Stock Certificate multiplied by (y) the Merger Consideration, and the Stock Certificate so surrendered shall forthwith be cancelled. As promptly as practicable after the Effective Time, the Paying Agent shall issue and deliver to each holder of Parent uncertificated Common Stock which Shares represented by book-entry interests (“Book-Entry Shares”) a cheque or wire transfer for the amount of cash that such holder has the right is entitled to receive pursuant to Section 2.01(a) in respect of such Book-Entry Shares, without such Common Stockholder being required to deliver a Stock Certificate or an executed letter of transmittal to the Paying Agent (provided an “agent’s message” has been previously delivered to the Paying Agent regarding such Book-Entry Shares), and such Book-Entry Shares shall then be cancelled. No interest shall be paid or will accrue on any amount payable in respect of the Common Shares pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelledII. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records record of the Company, it shall be a certificate representing condition of payment that such Stock Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or such Book-Entry Share shall be properly transferred and that the proper number person requesting such payment shall have paid any transfer and other Taxes required by reason of shares the payment of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid the Merger Consideration to a person other than the person in whose name registered holder of the Stock Certificate so or Book-Entry Share surrendered is registered, if the Certificate representing such Company Common Stock is presented or shall have established to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and by evidence that any applicable stock transfer taxes have Tax either has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.022.03(b), each Stock Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) applicable Merger Consideration as contemplated by this Section 2.02Article II, without interest.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Full Alliance International LTD), Agreement and Plan of Merger (Yongye International, Inc.), Agreement and Plan of Merger (Morgan Stanley)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate 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 executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Article II plus Section 1.07(c), and (C) cash in lieu respect of fractional shares pursuant to as provided in Section 2.02(e1.06(f) (the shares of Parent Common Stock and any dividends or distributions pursuant to Section 2.02(ccash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock plus Stock, dividends, distributions, and cash in lieu respect of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) shares, may be issued or and paid in accordance with this Article I to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such Company shares of Parent Common Stock 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 surrendered as contemplated by this Section 2.02so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to represent only Section 1.06(f), to evidence the right to receive upon such surrender ownership of the certificate representing number of full shares of Parent Common Stock plus Stock, and cash in lieu respect of fractional shares, into which such shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02of the Company Common Stock shall have been so converted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tyco International LTD), Agreement and Plan of Merger (Adt Limited), Agreement and Plan of Merger (Adt Limited)
Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, and in any event not later than five business days, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock pursuant to Section 2.01(a), cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.02(e) and any dividends or other distributions pursuant to Section 2.02(c) (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 shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus and cash in lieu of any fractional shares, if any, of Parent Common Stock shares and any dividends or other distributions as provided belowpursuant to Section 2.02(c). Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentcancellation, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to in respect of the provisions shares of this Article II plus Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately forthwith be cancelled. 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, a certificate representing the proper number of shares of Parent Common Stock plus 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 other distributions to which such holder is entitled pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such shares of 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 contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus 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 other distributions to which such holder is entitled pursuant to Section 2.02(c). As promptly as practicable after the Effective Time, the holders of Company Preferred Stock shall surrender the certificates representing the Company Preferred Stock and shall upon surrender thereof receive in exchange therefor pursuant to Section 2.01(b) as contemplated by this Section 2.02a certificate representing the number of shares of Parent New Preferred Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Healtheon Webmd Corp), Agreement and Plan of Merger (Medical Manager Corp/New/), Agreement and Plan of Merger (Careinsite Inc)
Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") Stock, whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates (or book entries in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate 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 executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate (or book entry in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing that the number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)1.6, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In Until so surrendered, each outstanding Certificate that, prior to the event of a transfer of ownership Effective Time, represented shares of Company Common Stock which is not registered in will be deemed from and after the transfer records Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the Company, a certificate representing the proper number of full shares of Parent Common Stock plus cash in lieu into which such shares of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 shall have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02so converted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Parentech Inc), Agreement and Plan of Merger and Reorganization (Parentech Inc), Agreement and Plan of Merger and Reorganization (Parentech Inc)
Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Xxxxxxxx shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Tosco Certificate (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (ia) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title to the Tosco Certificates shall pass, only upon proper delivery of the Tosco Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent Xxxxxxxx or Xxxxx may reasonably specifyspecify (such letter to be reasonably acceptable to Tosco and Xxxxxxxx prior to the Effective Time) and (iib) instructions for effecting the surrender of the such Tosco Certificates in exchange for certificates representing shares of Parent Common Stock (plus the Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Tosco Certificate 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 executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Tosco Certificate shall be entitled to receive in exchange therefor (i) shares of Xxxxxxxx Common Stock (which shall be in uncertificated book-entry form, unless a physical certificate representing that is requested by such holder or is otherwise required by applicable law or regulation) representing, in the aggregate, the whole number of whole shares that such holder has the right to receive pursuant to Section 3.1 (after taking into account all shares of Parent Tosco Common Stock which then held by such holder) and (ii) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II plus III, including cash in lieu of any fractional shares of Xxxxxxxx Common Stock pursuant to Section 2.02(e) 3.7 and any dividends or and other distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately 3.5. No interest will be cancelledpaid or will accrue on any cash payable pursuant to Section 3.5 or Section 3.7. In the event of a transfer of ownership of Company Tosco Common Stock which that is not registered in the transfer records of Tosco, one or more shares of Xxxxxxxx Common Stock evidencing, in the Companyaggregate, a certificate representing the proper number of shares of Parent Xxxxxxxx Common Stock plus Stock, a check in the proper amount of cash in lieu of any fractional shares of Xxxxxxxx Common Stock pursuant to Section 2.02(e) 3.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) 3.5, may be issued or paid with respect to such Tosco Common Stock to such a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Tosco Certificate representing such Company shares of Tosco Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Phillips Petroleum Co), Agreement and Plan of Merger (Tosco Corp)
Exchange Procedures. (a) As soon promptly as reasonably practicable after the Effective Time, the Exchange Agent shall mail will send to each record holder of record a Certificate or holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Uncertificated Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock other than Excluded Shares), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Uncertificated Company Stock in exchange for certificates representing shares the Merger Consideration. As soon as reasonably practicable after the Effective Time, each holder of Parent Company Common Stock (plus cash in lieu of fractional sharesother than Excluded Shares), if any, of Parent Common Stock and any dividends or distributions as provided below). Upon (A) upon surrender of a Certificate for cancellation (or affidavit of lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 2.7) to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, (B) upon the transfer of shares of Company Common Stock that are Uncertificated Company Stock not held through Depository Trust Company (“DTC”), in accordance with the terms of the letter of transmittal and accompanying instructions (including such other documents as may reasonably be required by the Exchange Agent), or (C) upon the transfer of shares of Company Common Stock that are Uncertificated Company Stock held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s procedures and such other procedures as agreed by Parent, the Exchange Agent and DTC, each holder of such Certificate shares of Company Common Stock (other than Excluded Shares) shall be entitled to receive in exchange therefor a certificate representing that number therefor, and Parent and the Surviving Corporation shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, the amount of whole shares of Parent Common Stock which such holder has the right cash (including amounts to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares be paid pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c1.7(a)(i)), and into which the Certificate so surrendered shall immediately be cancelled. In the event aggregate number of a transfer of ownership shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares previously represented by such Certificate shall have been converted pursuant to Section 2.02(e) this Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate representing such Company Common Stock is presented to conditions as the Exchange Agent, accompanied by all documents required Agent may impose to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash an orderly exchange thereof in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02accordance with normal exchange practices.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Legg Mason, Inc.), Agreement and Plan of Merger (Franklin Resources Inc)
Exchange Procedures. As soon as reasonably practicable after Promptly following the Effective Time and in any event not later than five Business Days following the Effective Time, Parent or the Surviving Company shall cause the Exchange Agent shall mail to mail, to each holder shareholder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Company, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the parties may reasonably specify) specify at least three Business Days before the Effective Time), and (ii) instructions for use in effecting the surrender of the Certificates Company Common Shares in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional sharesthe Consideration. Following the Effective Time, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon upon surrender of a Certificate for cancellation title to the Exchange Agent or to such other agent or agents as may be appointed Company Common Shares previously held by Parenta shareholder of the Company in accordance with this Section 2.2, together with such letter of transmittal, transmittal duly executed, executed and such other documents as the Exchange Agent may reasonably be required by the Exchange Agentrequire, the a holder of such Certificate Company Common Shares shall be entitled to receive in exchange therefor (A) a certificate or book-entry representing that number of whole shares of Parent Common Stock Shares (rounded down) which such holder shareholder has the right to receive pursuant to in respect of the provisions of this Article II plus Company Common Shares after taking into account all Company Common Shares then held by such shareholder, (B) any cash in lieu of fractional shares pursuant that such shareholder has the right to receive under Section 2.02(e2.2(e) and (C) the amount of the Cash Consideration which such shareholder has the right to receive in respect of the Company Common Shares and any dividends or distributions pursuant to Section 2.02(c), and the Company Certificate so surrendered in respect thereof shall immediately forthwith be marked as cancelled. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate or book-entry representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) Shares may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Company Certificate representing such Company Common Stock Shares (if any) is presented to the Exchange Agent, accompanied by all documents normally required to evidence and effect such transfer (reasonably satisfactory to Parent) and by reasonable evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Markel Corp), Agreement and Plan of Merger (ALTERRA CAPITAL HOLDINGS LTD)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyspecify that are not inconsistent with the terms of this Agreement) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)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, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (i) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (ii) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Article II plus Section 2.2(c) and (iii) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and 2.2(d), after giving effect to any dividends or distributions pursuant to Section 2.02(c)tax withholdings, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only (i) the right to exercise dissenters rights, if any, as described in Section 2.1(c), or (ii) the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Media 100 Inc), Agreement and Plan of Merger (Digital Origin Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (and in any case no later than 5 days thereafter), Surviving Corporation A and Surviving Corporation B shall cause the Exchange Agent shall to mail (a) to each record holder of record of a certificate or certificates which that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i"Parent Certificates" and together with the Conectiv Certificates, the "Certificates") and (b) to each record holder of an Conectiv Certificate immediately prior to the Effective Time who has not surrendered Conectiv Certificates representing all of the shares of Conectiv Stock owned by such holder pursuant to Section 1.9(b), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent HoldCo may reasonably specify) specify and (ii) instructions for effecting the surrender of the such Certificates in exchange for certificates representing shares of the Parent Common Stock (plus cash in lieu of fractional sharesMerger Consideration or the Conectiv Merger Consideration, if any, of Parent Common Stock and any dividends or distributions as provided below)the case may be. Upon surrender of a Certificate 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 executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing that representing, in the aggregate, the whole number of whole shares of Parent HoldCo Common Stock which that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of Conectiv Stock or Parent Common Stock, as the provisions of this Article II plus case may be, then held by such holder) and/or (B) a check in the amount equal to the cash in lieu of fractional shares that such holder has the right to receive pursuant to Sections 1.8, 2.3 and/or 2.5. No interest will be paid or will accrue on any cash payable pursuant to Section 2.02(e) and any dividends 1.8, 2.3 or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelled2.5. In the event of a transfer of ownership of Company Conectiv Stock or Parent Common Stock Stock, as the case may be, which is not registered in the transfer records of Conectiv or Parent, as the Companycase may be, a certificate representing representing, in the aggregate, the proper number of shares of Parent HoldCo Common Stock plus cash and/or a check in lieu of fractional shares the proper amount pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) Sections 1.8, 2.3 and/or 2.5 may be issued with respect to such Conectiv Stock or paid Parent Common Stock, as the case may be, to such a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate formerly representing such Company shares of Conectiv Stock or Parent Common Stock Stock, as the case may be, is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until Persons who have submitted an effective Form of Election as provided in Section 1.9(b) and surrendered Certificates as contemplated by provided therein shall be treated as if they have properly surrendered Certificates together with the letter of transmittal pursuant to this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.022.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Conectiv)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate Certificate or certificates which immediately prior Book Entry Share, other than shares to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted be canceled pursuant to Section 2.01 into the right to receive shares of Parent Common Stock 2.1(a), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon actual delivery of the Certificates or Book Entry Shares to the Exchange Paying Agent and shall be in such a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares, as applicable, in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)the Merger Consideration. Upon surrender of a Certificate or Book Entry Shares (or delivery of such customary affidavits and indemnities with respect to a lost certificate which the Paying Agent and/or the Company’s transfer agent may reasonably require) for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate or Book Entry Shares shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole cash into which the shares of Parent Common Stock which theretofore represented by such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares Certificate or Book Entry Shares shall have been converted pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c2.1(b), and the Certificate Certificates or Book Entry Shares so surrendered shall immediately forthwith be cancelledcanceled. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate or Book Entry Shares. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) payment may be issued or paid made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of such Certificate representing such Company Common Stock is presented or establish to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and by evidence that any applicable stock transfer taxes have Tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate (other than Certificates representing Dissenting Company Shares and Certificates representing any shares of Common Stock to be canceled pursuant to Section 2.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate amount of cash, without interest, into which the shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. If any Certificate or Book Entry Share shall not have been surrendered prior to six years after the Effective Time (or immediately prior to such time on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Certificate or Book Entry Share shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of the Paying Agent, Parent, the Company, Sub or the Surviving Corporation or any party hereto shall be liable to any former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Each of the Paying Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Common Stock (or Certificates) such amounts as it is require to deduct and withhold with respect to the payment of such consideration under all applicable Tax laws (as hereinafter defined) and pay such withholding amount over to the appropriate taxing authority. To the extent that amounts are so properly withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of a Certificate or Book Entry Share formerly representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Efunds Corp)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Corel shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Inprise Common Stock or Inprise Preferred Stock (the "Certificates") whose shares were are converted pursuant to Section 2.01 (c) into the right to receive shares of Parent Corel Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Corel Common Stock (plus and cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, transmittal duly executed, executed and such other documents as may reasonably be required by the Exchange Agentcompleted in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Corel Common Stock Stock, plus the cash amount payable in lieu of fractional shares in accordance with Section 2.02(e), which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)II, and the Certificate so surrendered shall immediately forthwith be cancelled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Company Inprise Common Stock which is not registered in the transfer records of the CompanyInprise, a certificate representing the proper that number of whole shares of Parent Corel Common Stock Stock, plus the cash amount payable in lieu of fractional shares pursuant to in accordance with Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) ), may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such Company Inprise Common Stock is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer and the person requesting such issuance shall pay any transfer or other taxes required by evidence reason of the issuance of shares of Corel Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Corel that any applicable stock transfer taxes have such tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only ownership of the right to receive upon such surrender the certificate representing number of shares of Parent Corel Common Stock plus cash in lieu into which the number of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) of Inprise Common Stock shown thereon have been converted as contemplated by this Article II. Notwithstanding the foregoing, Certificates representing Inprise Common Stock surrendered for exchange by any person constituting an "affiliate" of Inprise for purposes of Section 2.026.04 shall not be exchanged until Corel has received an Affiliate Agreement (as defined in Section 6.04) executed by such person as provided in Section 6.04.
Appears in 2 contracts
Samples: Merger Agreement (Inprise Corp), Merger Agreement (Inprise Corp)
Exchange Procedures. As soon Prior to the Effective Time, the Company shall appoint a commercial bank or trust company, or a subsidiary thereof to act as reasonably practicable exchange agent for the purpose of exchanging shares of Class B Stock for the Merger Price (the "Exchange Agent"). Promptly after the Effective Time, the Company shall cause the Exchange Agent shall to mail to each holder of record a share of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Class B Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (ia) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Class B Stock shall pass, only upon proper delivery of the Certificates certificates, if any, representing such shares of Class B Stock to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent the Company may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation certificate representing a share of Class B Stock to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate certificate, in the case of a certificate representing a share of Class B Stock, shall be entitled to receive in exchange therefor a certificate representing check in the amount equal to the cash that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus Section 2. No interest will be paid or will accrue on any cash in lieu of fractional shares payable pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate representing such Company Common Stock is presented to 2 unless the Exchange Agent, accompanied by all documents required Agent or the Company shall have breached its obligation to evidence pay the consideration hereunder. At and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate certificates representing shares of Parent Class A Stock shall be deemed for all purposes to represent shares of New Common Stock, provided that if an exchange of certificates formerly representing shares of Class A Stock for certificated representing New Common Stock plus cash in lieu of fractional shares is required by law or applicable rule or regulation, the Surviving Corporation will arrange for such exchange on a share-for-share basis pursuant to Section 2.02(e) reasonable and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02customary exchange procedures.
Appears in 2 contracts
Samples: Agreement (Methode Electronics Inc), Agreement (Methode Electronics Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, GT will instruct the Exchange Transfer Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (and the "Certificates") whose shares Redeemable Preferred Stock which were converted into GT Common Stock and GT Preferred Stock, respectively, pursuant to Section 2.01 into the right to receive shares of Parent Common Stock 1.6 hereof (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Transfer Agent and shall be in such form and have such other provisions as Parent GT may reasonably specify) ), and (ii) instructions for effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Parent GT Common Stock (plus or GT Preferred Stock, as the case may be, cash in lieu of fractional shares, if any, of Parent Common Stock shares in accordance with Section 1.6(f) and any dividends or distributions as provided belowin accordance with Section 1.7(c). Upon surrender of a Certificate for cancellation to the Exchange Transfer Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent GT Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Company Common Stock formerly evidenced by such Certificate, or certificates evidencing that number of shares of GT Preferred Stock which such holder has the right to receive in accordance with Section 1.6(a)(ii) in respect of the Redeemable Preferred Stock formerly evidenced by such Certificate, as appropriate, (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Article II plus Section 1.7(c), and (C) cash in lieu respect of fractional shares as provided in Section 1.6(f) (the shares of GT Common Stock and GT Preferred Stock and cash issued and paid pursuant to Section 2.02(eSections 1.6 and 1.7(c) and any dividends or distributions pursuant to Section 2.02(cbeing, collectively, the "Merger Consideration"), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate representing the proper number of shares of Parent GT Common Stock plus or GT Preferred Stock, dividends, distributions, and cash in lieu respect of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) shares, may be issued or and paid in accordance with this Article I to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such Company Common Stock Shares is presented to the Exchange Transfer Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02so surrendered, each outstanding Certificate shall that, prior to the Effective Time represented shares of the Company Common Stock or the Redeemable Preferred Stock, will be deemed at any time from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends and subject to represent only Section 1.6(f) and other than Preferred Dissenting Shares, to evidence the right to receive upon such surrender ownership of the certificate representing number of full shares of Parent GT Common Stock plus or GT Preferred Stock, as the case may be, and cash in lieu respect of fractional shares, into which such shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02shall have been so converted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gt Interactive Software Corp), Agreement and Plan of Merger (Microprose Inc/De)
Exchange Procedures. As soon as reasonably practicable Within ten (10) days after the Effective TimeDate, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock (the "Certificates") whose shares were are being converted into the Merger Consideration pursuant to Section 2.01 into the right 3.1 hereof (less any shares held in escrow pursuant to receive shares of Parent Common Stock Section 3.8 hereof), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent may reasonably specify, including appropriate investment representations)(the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration (less any shares of Parent Common Stock (plus cash held in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided belowescrow pursuant to Section 3.8 hereof). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and a Stockholder Certificate in the form of Exhibit E, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash (less any shares held in lieu of fractional shares escrow pursuant to Section 2.02(e3.8 hereof) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than which the person in whose name the Certificate so surrendered is registered, if the Certificate representing such holder of Company Common Stock is presented entitled pursuant to Section 3.1 hereof. The Certificate so surrendered shall forthwith be canceled. No interest will accrue or be paid to the Exchange Agentholder of any outstanding Company Common Stock. From and after the Effective Date, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until until surrendered as contemplated by this Section 2.023.6, each Certificate shall be deemed at any time after for all corporate purposes to evidence the Effective Time to represent only the right to receive upon such surrender the certificate representing number of shares of Parent Common Stock plus cash in lieu into which the shares of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated Company Common Stock represented by this Section 2.02such Certificate have been converted.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Infospace Com Inc), Agreement and Plan of Reorganization (Infospace Com Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime and subject to the surrender provisions of this Section 2.2(b), the Exchange Agent shall mail deliver to each holder of record of a certificate or certificates which immediately promptly prior to the Effective Time represented outstanding shares of Company Common Stock (the "“Certificates"”) whose shares were are converted pursuant to Section 2.01 2.1(c) into the right to receive shares of Parent Common Stock (i) a letter certificate representing that number of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu which such holder has the right to receive pursuant to the provisions of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)this Section 2. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, endorsements for transfer duly executed, executed and such other documents as may reasonably be required by the Exchange Agentcompleted, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)2, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In no event shall the holder of any Certificate be entitled to receive interest on any property to be received in the Merger. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper that number of whole shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, 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 contemplated by this Section 2.022.2(b), each Certificate shall be deemed at any time after the Effective Time for all corporate purposes of Parent, except as limited by paragraph (c) below, to represent only ownership of the right to receive upon such surrender the certificate representing number of shares of Parent Common Stock plus cash in lieu into which the number of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) of Company Common Stock shown thereon have been converted as contemplated by this Section 2.022.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Canfield Medical Supply, Inc.), Agreement and Plan of Merger (Canfield Medical Supply, Inc.)
Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, TEAM shall instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates (“Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Vsource Capital Stock (the "Certificates") whose shares which were converted pursuant to Section 2.01 into the right to receive shares of Parent TEAM Common Stock pursuant to Section 1.6, (i) a letter of transmittal in customary form (which 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 Exchange Agent and shall be in such form and have contain such other provisions as Parent TEAM and Vsource may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent TEAM Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate 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 executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent TEAM Common Stock (after aggregating all shares of Vsource Capital Stock surrendered by such holder) into which such holder has is entitled pursuant to Sections 1.6(a)-(d) (which shall be in uncertificated book entry form unless a physical certificate is requested or required by applicable law or regulation), payment in lieu of fractional shares that such holders have the right to receive pursuant to Section l.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the provisions Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of this Article II plus the number of full shares of TEAM Common Stock into which such shares of Vsource Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section l.7(e) and any dividends or distributions payable pursuant to Section l.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares pursuant to Section 2.02(e) and of TEAM Common Stock or on any unpaid dividends or distributions pursuant payable to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelledholders of Certificates. In the event of a transfer of ownership of Company Common shares of Vsource Capital Stock which that is not registered in the transfer records of the CompanyVsource, a certificate representing the proper number of shares of Parent TEAM Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such Company Common shares of Vsource Capital 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.
Appears in 2 contracts
Samples: Merger Agreement (Vsource Inc), Merger Agreement (Team America Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent shall to mail to each holder of the record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares holders of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Certificates (i) a letter of transmittal in customary form and containing such provisions on which Parent and the Company may mutually agree (and which shall specify will include a provision confirming that delivery shall of Company Stock Certificates will be effected, and risk of loss and title to the Company Stock Certificates shall will pass, only upon delivery of the such Company Stock Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) Agent), and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing non-certificated shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided belowrepresented by book-entry issuable pursuant to Section 1.6(a). Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentfor exchange, together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may be reasonably be required by the Exchange AgentAgent or Parent, (A) the holder of such Company Stock Certificate shall will be entitled to receive in exchange therefor a certificate representing that non-certificated shares of Parent Common Stock represented by book-entry equal to the number of whole shares of Parent Common Stock which that such holder has the right to receive pursuant to the provisions of this Article II plus Section 1.6(a) (and cash in lieu of any fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares share of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e1.6(g)), and (B) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Company Stock Certificate so surrendered is registered, if the Certificate 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 paidwill be canceled. Until surrendered as contemplated by this Section 2.021.8(b), each Company Stock Certificate shall held by a Company Stockholder will be deemed at any time deemed, from and after the Effective Time Time, to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus Merger Consideration (and cash in lieu of any fractional shares pursuant share of Parent Common Stock). If any Company Stock Certificate will have been lost, stolen or destroyed, the Exchange Agent will require the owner of such lost, stolen or destroyed Company Stock Certificate to Section 2.02(e) provide an appropriate affidavit and to deliver a bond as indemnity against any dividends claim that may be made against the Exchange Agent, Parent or distributions pursuant the Surviving Corporation with respect to Section 2.02(c) as contemplated by this Section 2.02such Company Stock Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Myos Rens Technology Inc.), Agreement and Plan of Merger and Reorganization (Mast Therapeutics, Inc.)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus pursuant to Section 1.6(a), cash in lieu of any fractional shares, if any, of Parent Common Stock shares pursuant to Section 1.6(f) and any dividends or other distributions as provided belowpursuant to Section 1.7(d). Upon surrender of a Certificate 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 executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted pursuant to Section 1.6(a), payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e1.6(f) and any dividends or other distributions payable pursuant to Section 2.02(c1.7(d), and the Certificate Certificates so surrendered shall immediately forthwith be cancelledcanceled. In Until so surrendered, outstanding Certificates will be deemed, from and after the event of a transfer of Effective Time, to evidence only the ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of whole shares of Parent Common Stock plus into which such shares of Company Common Stock shall have been so converted (including any voting, notice or other rights associated with the ownership of such shares of Parent Common Stock under the Certificate of Incorporation or Bylaws of Parent or under Delaware Law) and the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.02(e1.6(f) and any dividends or other distributions payable pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.021.7(d).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Quantum Effect Devices Inc), Agreement and Plan of Reorganization (PMC Sierra Inc)
Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate one or certificates which immediately prior to the Effective Time represented outstanding more shares of Company Common Stock (as of the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Effective Time: (i) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Company Common Stock shall pass, only upon delivery of the corresponding Certificates to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares and shall be in such form and have such other provisions as Parent may reasonably specify) , and (ii) instructions for use in effecting the surrender of the such Certificates or Book Entry Shares in exchange for certificates representing the Merger Consideration and any unpaid dividends and distributions on shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided belowaccordance with Section 4.2(c). Upon surrender of a Certificate or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter Letter of transmittalTransmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Book Entry Shares shall be entitled to receive in exchange therefor (x) one or more shares of Parent Common Stock which shall be in uncertificated book-entry form unless a physical certificate representing is requested (in accordance with Section 4.2(i)) and which shall represent, in the aggregate, that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to Section 4.1(a) and (y) a check representing cash in lieu of fractional shares, if any, pursuant to Section 4.2(e) and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article II plus IV, after giving effect to any required withholding Tax, and any Certificate or Book Entry Shares so surrendered shall forthwith be canceled. No interest will be paid or will accrue on the cash in lieu of fractional shares pursuant and unpaid dividends and distributions, if any, payable to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelledholders of Company Common Stock. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, one or more shares of Parent Common Stock which shall be in uncertificated book-entry form unless a physical certificate representing is requested (in accordance with Section 4.2(i)) and which shall represent, in the aggregate, the proper number of shares of Parent Common Stock plus Stock, together with a check for cash in lieu of fractional shares shares, if any and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) the provisions of this Article IV, may be issued or paid to such a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes Taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.
Appears in 2 contracts
Samples: Voting Agreement (TGC Industries Inc), Voting Agreement (Dawson Geophysical Co)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Oak Common Stock (each a “Certificate” and, collectively, the "“Certificates"”) whose shares were converted pursuant to Section 2.01 2.1 into the right to receive shares of Parent Common Stock Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Xxxxx and Oak may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)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 ParentXxxxx, 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 shall be entitled to receive in exchange therefor (A) a certificate representing that the number of whole shares of Parent Xxxxx Common Stock to which such the holder has the right to receive is entitled pursuant to Section 2.1(b)(i), (B) the provisions of this Article II plus aggregate Per Share Cash Consideration to which the holder is entitled pursuant to Section 2.1(b)(ii), and (C) cash (without interest) in lieu of fractional shares pursuant to as provided in Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c2.2(f), and the . The Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Oak Common Stock which is not registered in the transfer records of the CompanyOak, cash and a certificate representing the proper number of shares of Parent Xxxxx Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) which the registered holder is entitled may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such Company Oak 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 contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender cash and the certificate representing shares of Parent Xxxxx Common Stock plus (and cash in lieu of any fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) of Xxxxx Common Stock as contemplated by this Section 2.022.2).
Appears in 2 contracts
Samples: Voting Agreement (Oak Technology Inc), Voting Agreement (Zoran Corp \De\)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail or personally deliver to each holder of record (or his or her attorney-in-fact) of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates") ), whose shares Shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Associated Common Stock pursuant to Section 1.07 and cash in lieu of fractional shares (if any), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Associated and FFC may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Associated Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, 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 shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Associated Common Stock Stock, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II plus I (after taking into account all Shares then held by such holder) and cash in lieu of any fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)Shares, and the Certificate so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the CompanyFFC, a certificate representing the proper number of shares of Parent Associated Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such Company Common Stock Shares 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 contemplated by this Section 2.021.08, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Associated Common Stock plus and cash in lieu of any fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) of Associated Common Stock as contemplated by this Section 2.021.08(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Associated Banc-Corp), Agreement and Plan of Merger (First Financial Corp /Wi/)
Exchange Procedures. As soon as reasonably practicable ------------------- after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate Company Certificate or certificates which immediately prior to the Effective Time represented outstanding Company Certificates whose shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Merger Consideration (i) a letter of ------------ transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the such Company Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as Parent and Company may reasonably specify) and (ii) instructions for effecting the surrender of the such Company Certificates in exchange for a certificate or certificates representing shares of Parent Common Stock the Merger Consideration (plus cash in lieu of any fractional shares, if any, share of Parent Common Stock and any dividends or distributions deliverable as provided belowin Section 2.02(e)). Upon surrender of a --------------- Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, (1) the holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock into which such holder has holder's shares of Company Common Stock were converted at the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any Effective Time, certain dividends or other distributions pursuant to in accordance with Section 2.02(c), and cash in lieu of any fractional --------------- share of Parent Common Stock in accordance with Section 2.02(e), and --------------- (2) the Company Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Company Certificate 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 contemplated by this Section 2.02, each Company Certificate shall be deemed at any time ------------ after the Effective Time to represent only the right to receive upon such surrender ownership of the certificate representing number of whole shares of Parent Common Stock plus into which the shares of Company Common Stock previously represented by such Company Certificate have been converted pursuant to Section 2.01 and the right to receive upon ------------ such surrender the Merger Consideration and cash in lieu of any fractional shares pursuant to Section 2.02(e) share of Parent Common Stock and any dividends or distributions pursuant to Section 2.02(c) deliverable as contemplated by this Section 2.022.02(e) and the right to receive --------------- certificates representing whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Aspect Development Inc), Agreement and Plan of Reorganization (Wadhwani Romesh)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall Parent will mail to each holder the record holders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Certificates (i) a letter Letter of transmittal (which shall specify that delivery shall be effectedTransmittal, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing non-certificated shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided belowrepresented by book-entry issuable pursuant to Section 1.6(a). Upon surrender of a Company Stock Certificate to Parent for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentexchange, together with such letter a duly executed Letter of transmittal, duly executed, Transmittal and such other documents as may be reasonably be required by the Exchange AgentParent, (A) the holder of such Company Stock Certificate shall will be entitled to receive in exchange therefor a certificate representing that non-certificated shares of Parent Common Stock represented by book-entry equal to the number of whole shares of Parent Common Stock which that such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c1.6(a), and (B) the Company Stock Certificate so surrendered shall immediately will be cancelled. In the event of a canceled and (C) Parent will instruct Parent’s transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of agent to issue non-certificated shares of Parent Common Stock plus cash in lieu of fractional shares represented by book-entry issuable pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 paid1.6(a). Until surrendered as contemplated by this Section 2.021.8(a), each Company Stock Certificate shall held by a Company Stockholder will be deemed at any time deemed, from and after the Effective Time Time, to represent only the right to receive upon the Merger Consideration. If any Company Stock Certificate will have been lost, stolen or destroyed, Parent will require the owner of such surrender lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and, in Parent’s discretion, to deliver a bond as indemnity against any claim that may be made against Parent or the certificate representing shares of Parent Common Surviving Corporation with respect to such Company Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Brain Scientific Inc.), Agreement and Plan of Merger and Reorganization (NEUROONE MEDICAL TECHNOLOGIES Corp)
Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of (i) a certificate or certificates (the “Certificates”) or (ii) non-certificated shares of Company Common Stock represented by book-entry (“Book Entry Shares”) which in each case immediately prior to the Effective Time represented represented: (1) outstanding shares of Company Common Stock (the "Certificates") whose shares that were converted pursuant to Section 2.01 into the right to receive Merger Consideration pursuant to this Article I; or (2) outstanding Exchangeable Shares that were redeemed or exchanged for shares of Parent Company Common Stock in connection with the Redemption or the Exchange, as the case may be, and such shares of Company Common Stock were subsequently converted into the right to receive Merger Consideration pursuant to this Article I: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares shall pass, only upon delivery of the Certificates or Book Entry Shares to the Exchange Agent and shall be in such customary form and have such other provisions as Parent may reasonably specifyspecify and the Company shall reasonably approve prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the right to receive either, but not a combination of, (x) certificates representing shares of whole Parent Common Stock Ordinary Shares or (plus y) the Cash Consideration, in each case determined in accordance with Section 1.6(a), and cash in lieu of any fractional shares, if any, of Parent Common Stock shares pursuant to Section 1.6(f) and any dividends or other distributions as provided belowpursuant to Section 1.8(e). Upon surrender of a Certificate Certificates or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentParent (with appropriate notice of such appointment having been provided to such holders of record), together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Certificates or Book Entry Shares shall be entitled to receive in exchange therefor a certificate share certificate(s) representing that the number of whole Parent Ordinary Shares to which such holder is entitled pursuant to Section 1.6(a), if any, any payment of the Cash Consideration which such holder is entitled to receive pursuant to Section 1.6(a) and any payment in lieu of fractional shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e1.6(f) and any dividends or distributions payable pursuant to Section 2.02(c1.8(e), in each case after taking into account all Certificates or Book Entry Shares surrendered by such holder and such holder’s Election, and the Certificate Certificates or Book Entry Shares so surrendered shall immediately forthwith be cancelledcanceled. In Until so surrendered, outstanding Certificates or Book Entry Shares will be deemed from and after the event Effective Time, for all corporate purposes, to evidence the right to receive such whole number of a transfer of ownership Parent Ordinary Shares into which such shares of Company Common Stock which is not registered shall have been so converted in accordance with Section 1.6(a), the transfer records right to receive payment of the Company, a certificate representing Cash Consideration in accordance with Section 1.6(a) and the proper number of shares of Parent Common Stock plus right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.02(e1.6(f) and any dividends or distributions payable pursuant to Section 2.02(c) may be issued 1.8(e). If a holder that is entitled to receive both Cash Consideration and Stock Consideration in respect of Company Common Stock held by such owner immediately prior to the Effective Time surrenders Certificates or paid to a person other Book Entry Shares representing fewer than the person in whose name the Certificate so surrendered is registered, if the Certificate representing all of such Company Common Stock, such holder will receive both Cash Consideration and Stock is presented Consideration in proportion to the Exchange Agent, accompanied by relative amounts of Cash Consideration and Stock Consideration it is entitled to receive for all documents required of the Company Common Stock it held immediately prior to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flextronics International Ltd.), Agreement and Plan of Merger (Solectron Corp)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were are converted pursuant to Section 2.01 2.01(c) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus and cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, transmittal duly executed, executed and such other documents as may reasonably be required by the Exchange Agentcompleted in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock Stock, plus the cash amount payable in lieu of fractional shares in accordance with Section 2.02(e), which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)II, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper that number of whole shares of Parent Common Stock Stock, plus the cash amount payable in lieu of fractional shares pursuant to in accordance with Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) ), may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, 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 contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time for all corporate purposes of Parent, except as limited by paragraph (c) below, to represent only ownership of the right to receive upon such surrender the certificate representing number of shares of Parent Common Stock plus cash in lieu into which the number of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) of Company Common Stock shown thereon have been converted as contemplated by this Section 2.02Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ahi Healthcare Systems Inc), Agreement and Plan of Merger (Fpa Medical Management Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, and in no event later than five (5) business days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus Stock, cash in lieu of any fractional shares, if any, of Parent Common Stock shares pursuant to Section 1.6(f) and any dividends or other distributions as provided belowpursuant to Section 1.7(d). Upon surrender of a Certificate 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 executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e1.6(f) and any dividends or distributions payable pursuant to Section 2.02(c1.7(d), and the Certificate Certificates so surrendered shall immediately forthwith be cancelledcanceled. In Until so surrendered, outstanding Certificates will be deemed from and after the event Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of a transfer of dividends, to evidence only the ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of full shares of Parent Common Stock plus into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.02(e1.6(f) and any dividends or distributions payable pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.021.7(d).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Network General Corporation), Agreement and Plan of Reorganization (Network Associates Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for effecting to effect the surrender of the Certificates in exchange for the certificates representing shares of evidencing Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Shares. Upon surrender of a Certificate 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 executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Common Stock Shares which such holder has the right to receive pursuant to Section 1.6(a) in respect of the provisions of this Article II plus Shares formerly evidenced by such Certificate, (b) the per Share Cash Consideration, (C) any dividends or other distributions to which 5- such holder is entitled pursuant to Section 1.7(c), and (D) cash in lieu respect of fractional shares pursuant to as provided in Section 2.02(e1.6(f) (the Stock Consideration, the Cash Consideration, dividends, distributions and any dividends or distributions pursuant to Section 2.02(ccash being, collectively, the "MERGER CONSIDERATION"), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) Merger Consideration may be issued or and paid in accordance with this Article I to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented Shares will be deemed at any time from and after the Effective Time to represent only Time, for all corporate purposes, other than the right to receive upon such surrender the certificate representing shares payment of Parent Common Stock plus cash in lieu of fractional shares pursuant dividends and subject to Section 2.02(e) and any dividends or distributions pursuant 1.6(f), to Section 2.02(c) as contemplated by this Section 2.02evidence the ownership of the number of whole Parent Shares that represent the Stock Consideration with respect to such Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Autonomous Technologies Corp), Agreement and Plan of Merger (Summit Technology Inc)
Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Shares (i) a letter of transmittal (which 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 Certificates Shares to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specifyspecify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions for effecting the surrender of the Certificates such Shares in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)the Merger Consideration. Upon surrender of a Certificate for cancellation the Shares to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor a certificate representing that number of whole (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder) representing, in the aggregate, the whole number of shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.08 (after taking into account all shares of Company Common Stock then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II plus 2, consisting of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.02(e) 2.05 and any dividends or and other distributions pursuant to Section 2.02(c2.03 (“Cash Payments”), and the Certificate so surrendered shall immediately . No interest will be cancelledpaid or will accrue on any Cash Payments. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) Merger Consideration and any dividends or distributions pursuant Cash Payments to Section 2.02(c) which such holder is entitled, may be issued or paid with respect to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate representing such Company Common Stock is to such a transferee if the Shares are presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gillette Co), Agreement and Plan of Merger (Procter & Gamble Co)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for effecting to effect the surrender of the Certificates in exchange for the certificates representing shares of evidencing Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Shares. Upon surrender of a Certificate 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 executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Common Stock Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Article II plus Section 1.7(c), and (C) cash in lieu respect of fractional shares pursuant to as provided in Section 2.02(e1.6(f) (the Parent Shares and the cash described in clauses (B) and any dividends or distributions pursuant to Section 2.02(c(C) being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) Shares, dividends and any dividends or distributions pursuant to Section 2.02(c) may be issued or and paid in accordance with this Article I to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented Shares of Company Common Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends and subject to represent Section 1.6(f), to evidence only the right to receive upon the number of full Parent Shares into which such surrender the certificate representing shares of Parent Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.shall have been so converted. (c)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Stat Healthcare Inc), Agreement and Plan of Merger (American Medical Response Inc)
Exchange Procedures. As soon as reasonably practicable (i) Promptly after the Effective TimeClosing, PubCo shall cause the Exchange Agent shall to mail to each (A) record holder of record of a certificate or certificates which immediately prior to the Effective Time Closing Date represented outstanding shares of Company Common Stock Check-Cap Ordinary Shares (the "“Certificates"”), or (B) holder of Check-Cap Ordinary Shares in a book-entry account representing a noncertificated share registered in the shareholders’ register of Check-Cap (the “Book-Entry Shares”), whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent PubCo Common Stock pursuant to Section 3.2(a), (ix) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavit of loss in lieu thereof as provided in Section 3.4(q) or Book-Entry Share, as applicable) to the Exchange Agent and shall be in such customary form and have such other provisions as Parent PubCo may reasonably specify) and ), (iiy) instructions for effecting the surrender of the Certificates (or affidavit of loss in lieu thereof as provided in Section 3.4(q) or Book-Entry Share, as applicable) in exchange for certificates representing the shares of Parent PubCo Common Stock Stock, and (plus cash z) such forms and certificates as may be required under any applicable Tax Law or tax ruling, and each in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions such form as provided below). Upon surrender of a Certificate for cancellation to may be reasonably requested by the Exchange Agent or to such other agent or agents as may be appointed by Parentthe Israeli Paying Agent, together with such letter in which the beneficial owner of transmittal, duly executed, and such other documents as may reasonably be required by Check-Cap Ordinary Shares provides certain information necessary for the Exchange Agent, Information Agent or Israeli Paying Agent to determine whether any amounts need to be withheld from the holder of consideration payable or otherwise deliverable to such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has beneficial owner (and, if the right to receive beneficial owner is not the registered owner, the registered owner) hereunder pursuant to the provisions terms of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends Tax Law or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02tax ruling.
Appears in 2 contracts
Samples: Business Combination Agreement (Check-Cap LTD), Business Combination Agreement (Check-Cap LTD)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of shares of Center Financial Common Stock of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into shares of Nara Common Stock pursuant to Section 2.01 into the right to receive shares of Parent Common Stock 2.1 (i) a letter of transmittal (which shall specify that that, with respect to Center Financial Certificates, delivery shall be effected, effected and risk of loss and title to the Center Financial Certificates shall pass, only upon delivery of the Center Financial Certificates and such letter of transmittal to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent Nara and Center Financial may reasonably specify) and (ii) instructions for use in effecting the surrender of the Center Financial Certificates or Center Financial Common Stock held in book entry form, as applicable, in exchange for certificates Nara Certificates representing the number of whole shares of Parent Nara Common Stock (plus cash in lieu of fractional shares, if any, of Parent into which such Center Financial Common Stock and any dividends or distributions as provided below)has been so converted. Upon surrender of a Center Financial Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal or submission of a letter of transmittal in respect of shares of Center Financial Common Stock in book entry form, as applicable, duly executed, and such other documents as the Exchange Agent may reasonably be required by the Exchange Agentrequire, the holder of such Certificate Center Financial Common Stock shall be entitled to receive in exchange therefor a certificate Nara Certificate representing that number of whole shares of Parent Nara Common Stock Stock, which such holder has the right to receive in respect of the Center Financial Common Stock surrendered pursuant to the provisions of this Article II plus cash in lieu (after taking into account all shares of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(cCenter Financial Common Stock then held by such holder), and the Certificate Center Financial Common Stock so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of Company Center Financial Common Stock which is not registered in the transfer records of the CompanyCenter Financial, a certificate Nara Certificate representing the proper number of shares of Parent Nara Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than transferee if a duly executed letter of transmittal accompanied, in the person case of Center Financial Common Stock in whose name certificated form, by the Certificate so surrendered is registered, if the relevant Center Financial Certificate representing such Company Center Financial Common Stock 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 contemplated by this Section 2.022.2, each Center Financial Certificate and each book entry in respect of Common Stock in book entry form shall be deemed at any time after the Effective Time to represent only the Nara Common Stock into which such shares of Center Financial Common Stock have been converted as provided in this Article II and the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of any fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) of Nara Common Stock, if applicable, as contemplated by this Section 2.022.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Center Financial Corp), Agreement and Plan of Merger (Nara Bancorp Inc)
Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which certificate(s) which, immediately prior to the Effective Time Time, represented outstanding shares of Company Common Stock(the "Certificates"), whose Company Common Stock (the "Certificates") whose shares were was converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock and Parent Stock Warrants pursuant to Section 1.03: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates certificate(s) representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of and for the Parent Common Stock and any dividends or distributions as provided below)Warrants. Upon surrender of a Certificate 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 executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificate(s) representing that the number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)Parent Stock Warrants, and the Certificate Certificates so surrendered shall immediately forthwith be cancelledcanceled. In Until so surrendered, outstanding Certificates will be deemed from and after the event Effective Time, for all corporate purposes other than the payment of a transfer of dividends, to evidence the ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of full shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate representing Parent Stock Warrants into which 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 shall have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02so converted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xfone Inc), Employment Agreement (Xfone Inc)
Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time and in no event more than ten (10) calendar days after the Effective Time, Parent shall cause the Exchange Agent shall to mail or otherwise deliver to each holder record holder, as of record the Effective Time, of a certificate an outstanding Certificate or certificates which Book Entry Share that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (that has been converted at the "Certificates") whose shares were converted pursuant to Section 2.01 Effective Time into the right to receive shares the applicable Merger Consideration pursuant to this Article II and that has not theretofore submitted its Certificates or Book Entry Shares with a Form of Parent Common Stock Election (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Company Common Stock shall pass, only upon proper delivery of the Certificates corresponding certificates (the “Certificates”) representing such shares to the 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 be in such customary form as directed by Parent and have such other provisions as Parent may reasonably specify) acceptable to Company), and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for certificates representing the Merger Consideration payable in respect of the shares of Parent Company Common Stock (plus cash in lieu of fractional sharesrepresented thereby. Promptly after the Effective Time, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon upon surrender of a Certificate Certificates or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter letters of transmittal, properly completed and duly executed, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder holders of such Certificate Certificates or Book Entry Shares shall be entitled to receive in exchange therefor a certificate representing that number therefor, upon completion of whole the calculations required by Section 2.8(a), (A) shares of Parent Common Stock representing, in the aggregate, the Stock Consideration to which such holder of Company Common Stock shall have become entitled to receive in accordance with, and subject to, Sections 2.8(a), 2.10 and 2.11 and/or (B) a check or wire of immediately available funds in the amount equal to the aggregate amount of cash that such holder has the right to receive in respect of (i) the Cash Consideration which such holder has the right to receive in respect of the surrendered Certificates or Book Entry Shares in accordance with, and subject to, Sections 2.8(a), 2.10 and 2.111, and (ii) dividends and other distributions pursuant to Section 2.12(c) and cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.12(e). No interest shall be paid or accrued on any Merger Consideration. The Exchange Agent and Parent, as the provisions case may be, shall not be obligated to deliver certificated or book entry shares of this Article II plus Parent Common Stock and/or the Cash Consideration (or any cash in lieu of fractional shares) to which a holder of Parent Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificates or Book Entry Shares representing the shares pursuant to of Company Common Stock for exchange as provided in this Section 2.02(e) 2.12, or an appropriate affidavit of loss and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately indemnity agreement and/or a bond in an amount as may be cancelledrequired in each case by Parent. 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, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by evidence reason of the delivery of the Merger Consideration in any name other than that any applicable stock transfer taxes of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends paid or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02are not payable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bancorp of New Jersey, Inc.), Agreement and Plan of Merger (ConnectOne Bancorp, Inc.)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (each a "Certificate" and collectively, the "Certificates") whose shares were converted pursuant to Section 2.01 this Article II into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of (1) the Certificates or (2) an affidavit in accordance with Section 2.2(h) to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or affidavits in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents reasonably acceptable to the Company as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may be reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive receive, pursuant to the provisions of this Article II plus II, and (y) cash in lieu of any fractional shares pursuant to of Parent Common Stock in accordance with Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c2.2(e), and the Certificate so surrendered shall immediately be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate 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 contemplated by this Section 2.02Article II, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus and cash in lieu of any fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) of Parent Common Stock as contemplated by this Section 2.02Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (21st Century Telecom Group Inc), Agreement and Plan of Merger (RCN Corp /De/)
Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (and in any event within three (3) Business Days thereof), Acquiror shall instruct the Exchange Agent to mail (and shall mail make available for collection by hand) to each holder of record of a certificate certificates or certificates which instruments evidencing the Company Common Stock and Company Options and Company Restricted Stock Units that were outstanding immediately prior to the Effective Time represented outstanding shares of Company Common Stock (collectively, the "“Certificates"”) whose shares and which were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock cash pursuant to Section 2.1(b), (i) a letter of transmittal (which in customary form, that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent (provided that Acquiror will provide the Company with a reasonable opportunity to review and shall be in such form and have such other provisions as Parent may reasonably specify) comment thereon), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares cash, (which instructions shall provide that, at the election of Parent Common Stock (plus cash the surrendering holder, Certificates may be surrendered, and a check in lieu of fractional sharesexchange therefor collected, if any, of Parent Common Stock and any dividends or distributions as provided belowby hand delivery). Upon surrender of a Certificate 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 executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange AgentAgent (including any required Form W-9 or Form W-8), the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate representing check or wire transfer (at the election of the holder thereof) in the amount of U.S. dollars that number of whole shares of Parent Common Stock which such holder has holders have the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c2.1(b), and the Certificate Certificates so surrendered shall immediately forthwith be cancelledcanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof a check or wire transfer (at the election of the holder thereof) in the amount of U.S. dollars that the holders thereof have the right to receive pursuant to Section 2.1(b). No interest will be paid or accrued on any cash payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing check or wire transfer (at the proper number election of shares the transferee) in the amount of Parent Common Stock plus cash in lieu of fractional shares U.S. dollars that the holder thereof has the right to receive pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c2.1(b) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such shares of 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 Taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Force10 Networks Inc), Agreement and Plan of Merger (Carrier Access Corp)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding out- standing shares of Company RSI Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock the Merger Con- sideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent JPFI and RSI may reasonably specify) and (ii) instructions for effecting the surrender of use in sur- rendering the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)the Merger Consider- ation. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required re- quired by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent JPFI Common Stock which such holder has the right to receive pursuant to the provisions pro- visions of this Article II plus II, certain dividends or other distri- butions in accordance with Section 2.2(c) and cash in lieu of any fractional shares pursuant to share of JPFI Common Stock in accordance with Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c2.2(e), and the Certificate so surrendered shall immediately forth- with be cancelled. Notwithstanding anything to the contrary contained herein, no certificate representing JPFI Common Stock or cash in lieu of a fractional share interest shall be deliv- ered to a person who is an affiliate of RSI for purposes of qualifying the Merger for pooling of interests accounting treatment under Opinion 16 of the Accounting Principles Board and applicable Securities and Exchange Commission ("SEC") rules and regulations, unless such person has executed and delivered an agreement in the form of Exhibit E hereto. In the event of a transfer surrender of ownership a Certificate representing shares of Company RSI Common Stock which is are not registered in the transfer records of RSI under the Companyname of the person surrendering such Certificate, a certificate representing the proper number of shares of Parent JPFI Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Certificate representing person requesting such Company issu- ance shall pay any transfer or other taxes required by reason of the issuance of shares of JPFI Common Stock is presented to a person other than the registered holder of such Certificate or estab- lish to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of JPFI that such transfer and by evidence that any applicable stock transfer taxes have tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares Merger Consideration which the holder thereof has the right to receive in respect of Parent Common Stock plus such Certificate pursuant to the provisions of this Article II, certain divi- dends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional shares share of JPFI Common Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by the provisions of this Section 2.02Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jp Foodservice Inc), Agreement and Plan of Merger (Jp Foodservice Inc)
Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) pursuant to Section 1.6, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate 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 executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that the number of whole shares of Parent Common Stock Stock, (ii) payment in cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.11 and (iii) the provisions amount of this Article II plus cash in lieu of fractional shares any dividends or other distributions which such holder has the right to receive pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c1.12(d), and the Certificate so surrendered shall immediately forthwith be cancelled. In Until so surrendered, each outstanding Certificate that, prior to the event of a transfer of ownership Effective Time, represented shares of Company Common Stock which is not registered in will be deemed from and after the transfer records Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the Company, a certificate representing the proper number of full shares of Parent Common Stock plus into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.11. Any portion of the shares of Parent Common Stock or cash deposited with the Exchange Agent pursuant to Section 1.12(b) which remains undistributed to the holders of the Certificates representing shares of Company Common Stock for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of shares of Company Common Stock who have not theretofore complied with this Article I shall thereafter look only to Parent and only as general creditors thereof for payment of their claim for Parent Common Stock, any cash in lieu of fractional shares pursuant to Section 2.02(e) of Parent Common Stock and any dividends or distributions pursuant with respect to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02which such holders may be entitled.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moviefone Inc), Agreement and Plan of Merger (America Online Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which that, immediately prior to the Effective Time Time, represented outstanding shares of Company Common Stock (the "Certificates") whose shares that were converted pursuant to Section 2.01 (collectively, the "Converted Shares") into the right to receive shares of Parent Common Stock pursuant to Section 3.1(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates any Certificate shall pass, only upon actual delivery of the Certificates such Certificate to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent (or to such other agent or agents as may be appointed by Parentagreement of Parent and the Company), together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may reasonably be required by the Exchange AgentAgent shall require, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common Stock which that such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelledIII. In the event of a transfer of ownership of Company Common Stock which Converted Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such Company Common Stock Converted Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. If any Certificate shall have been lost, stolen, mislaid or destroyed, then upon receipt of (x) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (y) such bond, security or indemnity, as Parent or the Exchange Agent may reasonably require, and (z) any other documentation necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder a certificate representing the number of shares of Parent Common Stock into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. Until surrendered as contemplated by this Section 2.023.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the a certificate representing shares of Parent Common Stock plus and cash in lieu of any fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) of Parent Common Stock as contemplated by this Section 2.023.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cairn Energy Usa Inc), Agreement and Plan of Merger (Meridian Resource Corp)
Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, and in any event not later than the fifth Business Day after the Effective Time, Parent will cause the Exchange Agent shall to send by mail (and make available for collection by hand if so elected by the surrendering holder) to each Person who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior No Election Shares entitled to receive the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted Merger Consideration pursuant to Section 2.01 into the right to receive shares of Parent Common Stock 1.6: (i) a letter of transmittal (which shall will be in customary form and will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and Agent); (ii) a Certificate of Ownership; and (iii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares No Election Shares pursuant to such letter of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)transmittal. Upon surrender of a Certificate for cancellation to the Exchange Agent of a Certificate or Book-Entry Company Share for cancellation (including pursuant to such other agent or agents as may be appointed by ParentSection 1.6), together with such letter of transmittaltransmittal and Certificate of Ownership, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall or Book-Entry Company Share will be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares Merger Consideration pursuant to Section 2.02(e1.6 to be mailed (or made available for collection by hand if so elected by the surrendering holder) as promptly as possible and in any dividends event no later than three Business Days following the later to occur of (i) the Effective Time, or distributions pursuant to Section 2.02(c)(ii) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Company Share, and the Certificate or Book-Entry Company Share, so surrendered shall immediately will forthwith be cancelled. In the event of a transfer of ownership of the Certificate or Book-Entry Company Common Stock which Share that is not registered in the transfer records of the Company, a certificate representing the proper number of such shares of Parent Common Stock plus and cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such Company Common Stock shares 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 contemplated by this Section 2.022.2, each Certificate shall No Election Share will be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus Merger Consideration to be received by such holder, cash in lieu of any fractional shares Parent Shares to which such holder is entitled pursuant to Section 2.02(e) 2.5, and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) as contemplated by this Section 2.022.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citadel Broadcasting Corp), Agreement and Plan of Merger (Cumulus Media Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "“Certificates"”) whose shares that were converted pursuant to Section 2.01 2.1(a) into the right to receive shares of Parent Common Stock the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)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, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Article II plus Section 2.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and 2.2(d), after giving effect to any dividends or distributions pursuant to Section 2.02(c)tax withholdings required by applicable law, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock will be deemed at any time deemed, from and after the Effective Time Time, for all corporate purposes, to represent only the right to receive upon such surrender the a certificate representing shares of Parent Common Stock plus Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by 2.2(d), in accordance with the terms of this Section 2.02Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Emc Corp)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, ------------------- Parent shall cause the Exchange Agent shall to mail to each record holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock converted in the Merger (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) a letter of transmittal (in customary form), which 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 Exchange Agent Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) contain instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional sharesStock, if any, of Parent Common Stock and any dividends or distributions as provided below)certificates representing Algos Warrants. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentfor cancellation of a Certificate, 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 shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of Parent Common Stock into which such holder has the right to receive shares of Company Common Stock represented by the surrendered Certificate shall have been converted at the Effective Time pursuant to the provisions of this Article II plus cash in lieu I, (ii) a certificate representing that number of fractional Algos Warrants (or, if requested, Non-Transferable Warrants) into which the shares of Company Common Stock represented by the surrendered Certificate shall have been converted at the Effective Time pursuant to this Article I and (iii) any dividends and other distributions payable in accordance with Section 2.02(e) 1.9 hereof, and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02canceled.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Algos Pharmaceutical Corp), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc)
Exchange Procedures. As soon as reasonably practicable after At the Effective TimeClosing, the Exchange Agent shall mail to each holder of record of a certificate or certificates of Company Common Stock which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "CertificatesCERTIFICATES") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates surrendered in exchange for certificates representing shares of Parent XxXxxx Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentXxXxxx, together with such letter of transmittal, duly executed, and such other documents Documents as may reasonably be required by the Exchange Agentrequired, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of Parent XxXxxx Common Stock which such holder has the right to receive pursuant to the provisions in respect of this Article II plus cash in lieu such Certificate (after taking into account all shares of fractional shares pursuant to Section 2.02(e) and Company Common Stock then held by such holder under all such Certificates so surrendered), together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate (ii) cash in lieu of fractional shares of XxXxxx Common Stock to which such holder is entitled pursuant to Section 2.02(e). The Certificates so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent XxXxxx Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid pursuant hereto to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate Certificates representing such shares of Company Common Stock is Stock, properly endorsed or otherwise in proper form for transfer, are presented to the Exchange AgentXxXxxx, accompanied by all documents Documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash Merger Consideration issuable in lieu of fractional shares pursuant to Section 2.02(e) and exchange therefor, together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c). No interest will be paid or will accrue on any cash payable pursuant to Sections 2.02(c) as contemplated by this Section 2.02or 2.02(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McLeodusa Inc), Agreement and Plan of Merger (McLeodusa Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Newco shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Company Cybex Common Stock or Apex Common Stock (including persons who purchase Apex Common Stock prior to the Effective Time upon exercise of Apex Options or Apex Stock Purchase Plan Options in accordance with Section 1.8 or who purchase Cybex Common Stock prior to the Effective Time upon exercise of Cybex Options in accordance with Section 1.9) which shall be converted into Newco Common Stock pursuant to Sections 1.2 or 1.3 (collectively, the "CertificatesCERTIFICATES") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock ), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Apex and Cybex may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Newco Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may be reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Newco Common Stock and cash in lieu of fractional shares which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu Agreement and the Plans of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)Merger, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Company shares of Apex Common Stock or Cybex Common Stock which is not registered in on the transfer records of the CompanyApex or Cybex, respectively, a certificate representing the proper number of shares of Parent Newco Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if (i) the Certificate representing such Company Apex Common Stock or Cybex Common Stock is presented to the Exchange Agent, properly endorsed and accompanied by all documents required to evidence and effect such transfer and (ii) the persons requesting such exchange have paid to Newco or any agent designated by it any transfer or other taxes required by reason of such transfer or the Certificate representing such Apex Common Stock or Cybex Common Stock transferred is accompanied by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.021.12 and the Plans of Merger, each Certificate shall be deemed at any time deemed, on and after the Effective Time Time, to represent only evidence the ownership of the number of full shares of Newco Common Stock into which such shares of Apex Common Stock or Cybex Common Stock, as the case may be, shall have been so converted and the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash an amount in lieu of any fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) of Newco Common Stock as contemplated by this Section 2.021.7, the Plans of Merger and the Washington Law or Alabama Law, as applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Apex Inc), Agreement and Plan of Reorganization (Cybex Computer Products Corp)
Exchange Procedures. As Parent shall cause transmittal materials reasonably agreed upon by Parent and the Company prior to the Closing to be mailed as soon as reasonably practicable after the Effective Time, Time by the Exchange Agent shall mail to each holder of record as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (other than Excluded Company Shares) represented by Certificates. Such transmittal materials shall advise the "Certificates") whose shares were converted pursuant to Section 2.01 into holders of such Company Shares of the right to receive shares effectiveness of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, the Merger and risk of loss and title to the Certificates shall pass, only upon delivery of procedure for surrendering the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Agent. Upon the surrender of a Certificate for cancellation (or affidavit of loss in lieu thereof in accordance with Section 4.2(g)) to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together in accordance with such letter the terms of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agenttransmittal materials, the holder of such the Certificate shall be entitled to receive in exchange therefor exchange, and in respect of, such Certificate (i) a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV, (ii) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash payable pursuant to Section 4.2(e) in lieu of fractional shares plus (B) any unpaid dividends or other distributions with respect to the Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c4.2(c), and and, in each case, the Certificate so surrendered shall immediately forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus Stock, together with a check for any cash in lieu to be paid upon due surrender of fractional shares pursuant to Section 2.02(e) the Certificate and any other dividends or distributions pursuant to Section 2.02(c) in respect thereof, may be issued or and/or paid to such a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate formerly representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes Taxes have been paid. Until If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered as contemplated by this Section 2.02in exchange therefor is registered, each Certificate it shall be deemed at a condition of such exchange that the Person requesting such exchange shall pay any time after transfer or other Taxes required by reason of the Effective Time to represent only the right to receive upon such surrender the certificate issuance of certificates representing shares of Parent Common Stock plus cash in lieu a name other than that of fractional shares pursuant the registered holder of the Certificate surrendered, or shall establish to Section 2.02(e) and the satisfaction of Parent or the Exchange Agent that such Tax has been paid or is not applicable. For the purposes of this Agreement, the term "Person" shall mean any dividends individual, corporation (including not-for-profit), general or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (At&t Inc.)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent Coastal's exchange agent shall mail to each holder the former shareholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) a letter of First Capital appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of First Capital Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent exchange agent). After the Effective Time, each holder of shares of First Capital Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters' rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the exchange agent and shall be as soon as reasonably practicable after surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such form shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of First Capital Common Stock issued and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting outstanding at the Effective Time also shall receive, upon surrender of the Certificates in exchange for certificate or certificates representing shares of Parent Common Stock (plus such shares, cash in lieu of any fractional shares, if any, share of Parent Coastal Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate 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 executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has may be otherwise entitled (without interest). Coastal shall not be obligated to deliver the right consideration to receive pursuant to which any former holder of First Capital Common Stock is entitled as a result of the provisions Merger until such holder surrenders his certificate or certificates representing the shares of First Capital Common Stock for exchange as provided in this Article II plus cash in lieu Section 4.1. The certificate or certificates of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate First Capital Common Stock so surrendered shall immediately be cancelledduly endorsed as Coastal may require. In the event Any other provision of this Agreement notwithstanding, Coastal shall not be liable to a transfer holder of ownership of Company First Capital Common Stock which is not registered for any amounts paid or property delivered in the transfer records of the Company, good faith to a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares public official pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02abandoned property Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Capital Bank Holding Corp), Agreement and Plan of Merger (Coastal Banking Co Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company EFTC Common Stock (collectively, the "Certificates") whose shares were converted pursuant to Section 2.01 2.1 into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent EFTC and TBF II may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). As soon as practicable after the Effective Time, Parent will cause the Exchange Agent to issue a certificate to TBF III for the shares of Parent Common Stock issuable in conversion of the TBF II Units pursuant to Section 2.2. Upon surrender of a Certificate 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 executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock, the amount of any cash payable in lieu of fractional shares of Parent Common Stock and an amount equal to certain dividends and other distributions which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)II, and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company EFTC Common Stock prior to the Effective Time which is not registered in the transfer records of the Company, EFTC a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) issuable and any dividends or distributions pursuant to Section 2.02(c) amounts payable in accordance with this Agreement may be issued or and paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such Company EFTC 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Suntek Corp), Agreement and Plan of Merger (Eftc Corp/)
Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (and in any event within five business days after Parent's receipt of all necessary shareholder list and other supporting information), Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") Shares whose shares Shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus Stock, cash in lieu of any fractional shares, if any, of Parent Common Stock shares pursuant to Section 1.6(f) and any dividends or other distributions as provided belowpursuant to Section 1.7(d). Upon surrender of a Certificate 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 executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e1.6(f) and any dividends or distributions payable pursuant to Section 2.02(c1.7(d), and the Certificate Certificates so surrendered shall immediately forthwith be cancelled. In Until so surrendered, outstanding Certificates will be deemed from and after the event Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of a transfer of dividends and other distributions, to evidence only the ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of full shares of Parent Common Stock plus into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.021.6(f).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock (other than Dissenting Shares) (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Parent Common Preferred Stock (plus cash and, in lieu of any fractional sharesshares thereof, cash, and, if anyapplicable, the cash portion of Parent Common Stock and any dividends or distributions as provided belowthe Merger Consideration payable pursuant to Section 2.06(b). Upon surrender of a Certificate 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 executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Common Preferred Stock which such holder has the right to receive in accordance with the Exchange Ratio or, if applicable, the Adjusted Exchange Ratio, in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) the amount of cash, if any, payable with respect to such shares pursuant to the provisions of this Article II plus Section 2.06(b), (C) any dividends or other distributions to which such holder is entitled pursuant to Section 2.07(c) and (D) cash in lieu of fractional shares of Parent Preferred Stock to which such holder is entitled pursuant to Section 2.02(e2.06(f) (the Parent Preferred Stock, cash, dividends and distributions described in clauses (A), (B), (C) and any dividends or distributions pursuant to Section 2.02(c(D) being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) Merger Consideration may be issued or and paid in accordance with this Article II to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends, to represent only evidence the right to receive upon such surrender the certificate representing number of full shares of Parent Preferred Stock into which such shares of Company Common Stock plus shall have been so converted, the right to receive the cash portion of the Merger Consideration payable with respect thereto pursuant to Section 2.06(b) and the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.022.06(f).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Superior Telecom Inc), Agreement and Plan of Merger (Superior Telecom Inc)
Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, the Company shall cause the Exchange Agent shall to mail or deliver to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") Certificates whose shares were converted pursuant to Section 2.01 2.2 into the right to receive shares of Parent Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Spinco and the Company may reasonably specify) and (ii) instructions for the use of such letter of transmittal in effecting the surrender of the Certificates in exchange for certificates representing the shares of Parent Company Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)that such holder has the right to receive pursuant to this Article II. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentSpinco and the Company, together with such letter of transmittal, duly executed, and such any other documents as may reasonably be required by the Exchange Agentdocuments, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Company Common Stock which that such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) (and any dividends or distributions pursuant to Section 2.02(c2.8(c)), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Company shares of Spinco Common Stock which that is not registered in the transfer records of the CompanySpinco, a certificate representing the proper number of shares of Parent Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) (and any dividends or distributions pursuant to Section 2.02(c2.8(c)) may be issued or paid to a person other than transferee only on the person in whose name condition that the Certificate so surrendered is registered, if the Certificate formerly representing such Company shares of Spinco Common Stock is presented to the Exchange Agent, properly endorsed, and accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paidpaid or that no such taxes are applicable. Until surrendered as contemplated by this Section 2.022.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the a certificate representing shares of Parent Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) (and any dividends or distributions pursuant to Section 2.02(c) 2.8(c)). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Company Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, mislaid or destroyed, the Company shall cause to be delivered in exchange for such lost, stolen, mislaid or destroyed Certificate the consideration deliverable in respect thereof as contemplated by determined in accordance with this Section 2.02Article II. When authorizing the delivery of such consideration in exchange therefor, the Company may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such lost, stolen, mislaid or destroyed Certificate to give the Company a bond, in form and substance reasonably satisfactory to the Company, and in such sum as the Company may reasonably direct, as indemnity against any claim that may be made against the Company or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen, mislaid or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forest Oil Corp), Agreement and Plan of Merger (Mariner Energy Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock (other than Dissenting Shares, if applicable) (collectively, the "CertificatesCERTIFICATES") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock ), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing evidencing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate 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 executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly evidenced by such Certificate in accordance with Section 2.01, less that holder's pro rata portion of the shares (rounded to the nearest whole share) to be held in escrow pursuant to the provisions of this Article II plus Sections 5.05 and 8.06 and (B) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) (such shares of Parent Common Stock and any dividends or distributions pursuant to Section 2.02(ccash, if any, being collectively, the "MERGER CONSIDERATION"), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. 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, a certificate representing evidencing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid in accordance with this Article II to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such shares of 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 contemplated by this Section 2.02, each Certificate of the Certificates shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Daou Systems Inc), Agreement and Plan of Merger (Daou Systems Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Company AT&T Broadband Common Stock or Comcast Common Stock (the "Certificates") whose ), other than shares were to be canceled or retired or converted pursuant to Section 2.01 into the right to receive shares of Parent AT&T Broadband Surviving Corporation Common stock or Comcast Surviving Corporation Common Stock in each case in accordance with Section 4.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, 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 shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which that such holder has the right to receive pursuant to the provisions of this Article II plus 4, cash in lieu of any fractional shares pursuant of Parent Common Stock to the extent provided in Section 2.02(e4.02(e) and any dividends or distributions pursuant to the extent provided in Section 2.02(c4.02(c), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Company AT&T Broadband Common Stock which or Comcast Common Stock that is not registered in the transfer records of AT&T Broadband or Comcast, as the Companycase may be, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Certificate representing Person requesting such Company payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock is presented to a Person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and by evidence that any applicable stock transfer taxes have tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.024.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing the appropriate number of whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock plus cash to the extent provided in lieu of fractional shares pursuant to Section 2.02(e4.02(e) and any dividends and distributions to the extent provided in Section 4.02(c). No interest will be paid or distributions will accrue on any cash payable in lieu of any fractional shares of Parent Common Stock. Any amounts payable or deliverable pursuant to Section 2.02(c) this Agreement shall be subject to and made net of applicable withholding taxes to the extent such taxes are imposed under applicable law as contemplated determined by this Section 2.02Parent in its reasonable discretion. To the extent that amounts are so withheld, those amounts shall be treated for all purposes as having been paid to the holders of AT&T Broadband Common Stock or Comcast Common Stock, as the case may be, in respect of which the deduction and withholding was made.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Comcast Corp), Agreement and Plan of Merger (At&t Corp)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate 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 executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Article II plus Section 1.7(c), and (C) cash in lieu respect of fractional shares pursuant to as provided in Section 2.02(e1.6(f) (the shares of Parent Common Stock and any dividends or distributions pursuant to Section 2.02(ccash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock plus Stock, dividends, distributions and cash in lieu respect of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or and paid in accordance with this Article I to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented Shares will be deemed at any time from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends and, subject to represent only Section 1.6(f), to evidence the right to receive upon such surrender ownership of the certificate representing number of whole shares of Parent Common Stock plus Stock, and cash in lieu respect of fractional shares shares, into which such Shares shall have been converted pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02the provisions hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (U S Long Distance Corp), Agreement and Plan of Merger (Lci International Inc /Va/)
Exchange Procedures. As soon as reasonably practicable either before or after the Effective Time, HUBCO will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented evidenced outstanding shares of Company LFB Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock ), (i) a letter of transmittal (which is reasonably agreed to by HUBCO and LFB and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent HUBCO may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing evidencing shares of Parent HUBCO Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)cash. Upon surrender of a Certificate 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 executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent HUBCO Common Stock which such holder has the right to receive pursuant in respect of the shares of LFB Common Stock formerly evidenced by such Certificate in accordance with Section 2.1, (B) cash to which such holder is entitled to receive in respect of the provisions shares of this Article II plus LFB Common Stock formerly evidenced by such Certificate in accordance with Section 2.1, (C) cash in lieu of fractional shares of HUBCO Common Stock to which such holder may be entitled pursuant to Section 2.02(e2.2(e) and (D) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c2.2(c), (the shares of HUBCO Common Stock, dividends, distributions and cash described in clauses (A), (B), (C) and (D) being collectively, the "Merger Consideration") and the Certificate so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of Company shares of LFB Common Stock which is not registered in the transfer records of the CompanyLFB, a certificate representing evidencing the proper number of shares of Parent HUBCO Common Stock plus and/or cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or and/or paid in accordance with this Article II to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such Company shares of LFB 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 contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the certificate representing shares applicable type and amount of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Little Falls Bancorp Inc), Agreement and Plan of Merger (Hubco Inc)
Exchange Procedures. As soon promptly as reasonably practicable practicable, but in no event more than three Business Days after the Effective Time, Parent will cause the Exchange Agent shall mail to send to each record holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Certificate, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may substance reasonably specifysatisfactory to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares the applicable Merger Consideration. Each holder of Parent Common Stock (plus cash in lieu of fractional sharesa Certificate, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon upon surrender of a Certificate 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 executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the applicable Merger Consideration (including in respect of whole any cash payment in lieu of fractional shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any 2.5, if any, or dividends or other distributions to which holders are entitled pursuant to Section 2.02(c2.3, if any), into which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Certificate so surrendered shall immediately Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be cancelledpaid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the applicable Merger Consideration, a certificate representing check in the proper number amount of shares of Parent Common Stock plus any cash in lieu of fractional shares payment, dividends or other distributions to which such holder is entitled pursuant to Section 2.02(e) and any dividends 2.3 or distributions pursuant to Section 2.02(c) 2.5, may be issued or paid with respect to such Company Common Stock to such a person other than the person in whose name the Certificate so surrendered is registered, transferee only if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Labranche & Co Inc), Agreement and Plan of Merger (Cowen Group, Inc.)
Exchange Procedures. As soon as reasonably practicable after Promptly following the Effective Time and in any event not later than five Business Days following the Effective Time, Parent or the Surviving Company shall cause the Exchange Agent shall to mail to each holder Person who was a shareholder of record the Company as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Time, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the parties may reasonably specify) specify at least three Business Days before the Effective Time), and (ii) instructions for use in effecting the surrender of the Certificates Company Common Shares in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional sharesthe Merger Consideration. Following the Effective Time, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon upon surrender of a Certificate for cancellation title to the Exchange Agent or to such other agent or agents as may be appointed Company Common Shares previously held by Parenta shareholder of the Company in accordance with this Section 3.2, together with such letter of transmittal, transmittal duly executed, executed and such other documents as the Exchange Agent may reasonably be required by the Exchange Agentrequire, the a holder of such Certificate Company Common Shares shall be entitled to receive in exchange therefor (A) a certificate or book-entry representing that number of whole shares of Parent Common Stock Shares (rounded down) which such holder shareholder has the right to receive pursuant to the provisions in respect of this Article II plus all Company Common Shares then held by such shareholder, (B) any cash in lieu of fractional shares pursuant that such shareholder has the right to receive under Section 2.02(e3.2(e) and any dividends or distributions pursuant (C) the amount of the Cash Consideration which such shareholder has the right to Section 2.02(c)receive in respect of the Company Common Shares then held by such shareholder of the Company, and the any Company Certificate so surrendered in respect thereof, shall immediately forthwith be marked as cancelled. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate or book-entry representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) Shares may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Company Certificate representing such Company Common Stock Shares (if any) is presented to the Exchange Agent, accompanied by all documents normally required to evidence and effect such transfer (reasonably satisfactory to Parent) and by reasonable evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fairfax Financial Holdings LTD/ Can), Agreement and Plan of Merger (Allied World Assurance Co Holdings, AG)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose Certificate or Book Entry Share, other than shares were converted to be canceled pursuant to Section 2.01 into the right to receive shares of Parent Common Stock 2.1(a), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Common Stock Certificates or Book Entry Shares, as applicable, shall pass, only upon actual delivery of the Common Stock Certificates or Book Entry Shares to the Exchange Paying Agent and shall be in such a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Common Stock Certificates or Book Entry Shares, as applicable, in exchange for certificates representing shares the Merger Consideration in the case of Parent Common Stock (plus cash Certificates and the Preferred Share Merger Consideration in lieu the case of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Preferred Book Entry Shares. Upon surrender of a Common Stock Certificate or Book Entry Shares (or delivery of such customary affidavits and indemnities with respect to a lost certificate which the Paying Agent and/or the Company’s transfer agent may reasonably require) for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Common Stock Certificate or Book Entry Shares shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole cash into which the shares of Parent Common Stock which or Series A Convertible Preferred Stock theretofore represented by such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares Common Stock Certificate or Book Entry Shares shall have been converted pursuant to Section 2.02(e2.1(b) and any dividends or distributions pursuant to Section 2.02(c2.1(c), as applicable, and the Certificate Common Stock Certificates or Book Entry Shares so surrendered shall immediately forthwith be cancelledcanceled. No interest will be paid or will accrue on the cash payable upon the surrender of any Common Stock Certificate or Book Entry Shares. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) payment may be issued or paid made to a person Person other than the person Person in whose name the Common Stock Certificate so surrendered is registered, if the Certificate representing such Company Common Stock is presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of such Common Stock Certificate or establish to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and by evidence that any applicable stock transfer taxes have Tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Common Stock Certificate and Book Entry Share (other than Common Stock Certificates or Book Entry Shares representing Dissenting Company Shares and Common Stock Certificates or Book Entry Shares representing any shares of Common Stock to be canceled pursuant to Section 2.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing amount of cash, without interest, into which the shares of Parent Common Stock plus cash in lieu of fractional shares theretofore represented by such Common Stock Certificate or Book Entry Share shall have been converted pursuant to Section 2.02(e) 2.1. If any Common Stock Certificate or Book Entry Share shall not have been surrendered prior to six years after the Effective Time (or immediately prior to such time on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Common Stock Certificate or Book Entry Share shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any dividends Person previously entitled thereto. Notwithstanding the foregoing, none of the Paying Agent, Parent, the Company, Sub or distributions the Surviving Corporation or any party hereto shall be liable to any former stockholder of the Company for any cash or interest delivered to a public official pursuant to Section 2.02(c) as contemplated by this Section 2.02applicable abandoned property, escheat or similar Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Total System Services Inc), Agreement and Plan of Merger (NetSpend Holdings, Inc.)
Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime and in any event within five business days of the Closing Date, Parent and the Surviving Company shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 2.1(a)(ii) into the right to receive shares of Parent Common Stock (i) the Merger Consideration a letter of transmittal and other customary transmittal materials (collectively, the "Letter of Transmittal") which shall (A) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the parties may reasonably specify) agree upon prior to the Effective Time, and (iiB) provide instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional sharesthe Merger Consideration, if any, of Parent Common Stock the Fractional Share Cash Amount and any dividends or other distributions as provided below). Upon surrender of a Certificate 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 executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has of Certificates or Book-Entry Shares becomes entitled in accordance with Section 2.2(e). Parent shall mail, or cause to be mailed, the right Letter of Transmittal to receive pursuant to the provisions all persons who are holders of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in as of the transfer records record date for the special meeting of the Company’s shareholders to approve the Merger (the “Company Record Date”). Parent shall use commercially reasonable efforts to make, a certificate representing or cause to be made, the proper number Letter of Transmittal available to all persons who become holders of record (or beneficial owners) of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate representing such Company Common Stock during the period between the Company Record Date and the close of business on the date that 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after six (6) business days immediately preceding the Effective Time to represent only (or on such other date as the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02Parties mutually agree).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stratex Oil & Gas Holdings, Inc.), Agreement and Plan of Merger (RICHFIELD OIL & GAS Co)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") Certificate whose shares were converted into the Allscripts Merger Consideration pursuant to Section 2.01 into 2.1, or the right ChannelHealth Merger Consideration pursuant to receive shares of Parent Common Stock Section 2.2 (collectively, the "Merger Consideration"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Allscripts and ChannelHealth may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)the applicable 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 ParentAgent, 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 shall be entitled to receive in exchange therefor a certificate Parent Certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus II, certain dividends or other distributions, if any, in accordance with Section 2.3(c) and cash in lieu of any fractional shares pursuant to share in accordance with Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c2.3(e), and the Certificate so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of Company Common ChannelHealth Stock which that is not registered in the transfer records of ChannelHealth, or of Allscripts Common Stock that is not registered in the Companytransfer records of Allscripts, a certificate Parent Certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Certificate representing person requesting such Company issuance shall pay any transfer or other non-income taxes required by reason of the issuance of shares of Parent Common Stock is presented to a person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and by evidence that any applicable stock transfer taxes have tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.022.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares applicable Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of Parent Common Stock plus this Article II, if applicable, certain dividends or other distributions in accordance with Section 2.3(c) and, if applicable, cash in lieu of any fractional shares share in accordance with Section 2.3(e). No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by the provisions of this Section 2.02Article II.
Appears in 2 contracts
Samples: Voting Agreement and Irrevocable Proxy (Allscripts Inc /Il), Voting Agreement and Irrevocable Proxy (Idx Systems Corp)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and associated Company Rights (the "Certificates") whose shares were and associated Company Rights are converted pursuant to Section 2.01 2.01(c) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the Surviving Corporation may reasonably specifyspecify (including, but not limited to, a request that each holder surrendering a Certificate state its adjusted tax basis, as determined for United States federal income tax purposes, in such surrendered Certificate) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus and cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, transmittal duly executed, executed and such other documents as may reasonably be required by the Exchange Agentcompleted in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock Stock, plus the cash amount payable in lieu of fractional shares in accordance with Section 2.02(e), which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)II, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper that number of whole shares of Parent Common Stock Stock, plus the cash amount payable in lieu of fractional shares pursuant to in accordance with Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) ), may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, 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 contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time for all corporate purposes of Parent, except as limited by paragraph (c) below, to represent only ownership of the right to receive upon such surrender the certificate representing number of shares of Parent Common Stock plus cash in lieu into which the number of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) of Company Common Stock shown thereon have been converted as contemplated by this Article II. Notwithstanding the foregoing, Certificates representing Company Common Stock surrendered for exchange by any person constituting an "affiliate" of the Company for purposes of Section 2.026.04 shall not be exchanged until Parent has received an Affiliate Agreement as provided in Section 6.04.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PHH Corp), Agreement and Plan of Merger (HFS Inc)
Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Adamis or the Exchange Agent shall will mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common DMK Capital Stock (the "Certificates") whose shares were would be converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock the Merger Consideration pursuant to Section 1.6(a): (i) a letter of transmittal (which shall specify that delivery shall be effected, in customary form mutually agreeable to DMK and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and Adamis; (ii) such other customary documents as may be required pursuant to such instructions; and (iii) instructions for use in effecting the surrender of the Certificates DMK Capital Stock in exchange for certificates representing shares of Parent Common Stock Adamis constituting Merger Consideration (plus cash or evidence of shares in lieu of fractional shares, if any, of Parent Common Stock and any dividends uncertificated or distributions as provided belowbook-entry form). Upon surrender of a Certificate DMK Capital Stock for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittaltransmittal and other documents, duly executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder of such Certificate DMK Capital Stock shall be entitled to receive in exchange therefor therefor, (x) a certificate (or evidence of shares in uncertificated or book-entry form) representing that the number of whole shares of Parent Exchange Shares into which the DMK Common Stock which such holder has represented thereby shall have been converted into the right to receive as of the Effective Time, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 1.10(d), and (z) cash in respect of any fractional shares as provided in Section 1.6(e), and the provisions DMK Capital Stock so surrendered shall forthwith be canceled. Until so surrendered, each such outstanding share of this Article II plus DMK Capital 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 Exchange Shares into which such shares of DMK Capital Stock shall have been so converted and the right to receive cash in lieu of the issuance of any fractional shares pursuant shares. If any DMK Stock Certificate shall have been lost, stolen or destroyed, Axxxxx may, in its discretion and as a condition precedent to Section 2.02(e) and the issuance of any dividends certificate (or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number evidence of shares in uncertificated or book-entry form) representing Merger Consideration, require the owner of Parent Common such lost, stolen or destroyed DMK Stock plus cash in lieu of fractional shares pursuant Certificate to Section 2.02(e) and provide a reasonable affidavit as indemnity against any dividends or distributions pursuant to Section 2.02(c) claim that may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate representing such Company Common Stock is presented to made against the Exchange Agent, accompanied by all documents required Axxxxx or the Surviving Corporation with respect to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common DMK Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp), Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "“Certificates"”) whose shares that were converted pursuant to Section 2.01 2.1(a) into the right to receive shares of Parent Common Stock the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)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, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate check representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares Merger Consideration determined pursuant to Section 2.02(e2.1(a) and above, after giving effect to any dividends tax withholdings or distributions pursuant to Section 2.02(c)deductions required by applicable law, and the Certificate so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate check representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares Merger Consideration determined pursuant to Section 2.02(e2.1(a) and above, after giving effect to any dividends tax withholdings or distributions pursuant to Section 2.02(c) may deductions required by applicable law, shall be issued or paid delivered to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock will be deemed at any time deemed, from and after the Effective Time Time, for all corporate purposes, to represent only the right to receive upon such surrender the certificate representing shares Merger Consideration, in accordance with the terms of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Captiva Software Corp), Agreement and Plan of Merger (Emc Corp)
Exchange Procedures. As soon as reasonably practicable Promptly (and in any event within two (2) business days), after the Effective Time, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"other than Excluded Shares) whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall 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 thereof as provided in Section 5.2(f)) to the Exchange Agent and shall Paying Agent, such letter of transmittal to be in such customary form and to have such other provisions as Parent and the Company may reasonably specify) agree, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 5.2(f)) in exchange for certificates representing the amount to which such holder of shares of Parent Common Stock is entitled as a result of the Merger pursuant to Section 5.1(a). If any Excluded Shares cease to be an Excluded Share pursuant to Section 5.2(a), the Surviving Corporation shall cause the Paying Agent promptly (and in any event within two (2) business days) after such Excluded Shares cease to be an Excluded Share to mail to the holder of such shares of Common Stock the letter of transmittal and instructions referred to in the immediately preceding sentence, with respect to such shares of Common Stock. Upon delivery of such letter of transmittal by any holder of shares of Common Stock (plus cash other than Excluded Shares), duly completed and duly executed in lieu of fractional shares, if any, of Parent Common Stock accordance with its instructions and any dividends or distributions as provided below). Upon the surrender to the Paying Agent of a Certificate for cancellation that immediately prior to the Exchange Agent Effective Time represented such shares of Common Stock (or to such other agent or agents affidavit of loss in lieu thereof as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agentprovided in Section 5.2(f)), the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 5.2(h)) equal to the product of (x) the number of whole shares of Parent Common Stock which represented by such holder has the right to receive pursuant to the provisions Certificate (or affidavit of this Article II plus cash loss in lieu of fractional shares pursuant to thereof as provided in Section 2.02(e5.2(f)) and any dividends or distributions pursuant to Section 2.02(c)(y) the Per Share Merger Consideration, and the Certificate so surrendered shall immediately forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company shares of Common Stock which that is not registered in the transfer records of the Company, a certificate representing check for any cash to be delivered upon compliance with the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) procedures described above may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing such Company Common Stock applicable letter of transmittal is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends paid or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02are not applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Icahn Enterprises L.P.), Agreement and Plan of Merger (Dynegy Inc.)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which shares of Company Common Stock immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock the Merger Consideration pursuant to Section 2.6) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Company Certificates, if any, shall pass, only upon delivery of the Company Certificates to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent and Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates shares of Company Common Stock in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)the Merger Consideration. Upon (i) surrender of a Company Certificate 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 executed, or (ii) the book-entry transfer by the holder of shares of Company Common Stock to the account established by the Exchange Agent for such purpose, together with a properly completed letter of transmittal or an agent's message in lieu thereof (as described in the letter of transmittal) and such other documents as the Exchange Agent may reasonably be required by the Exchange Agentrequire, the holder of such Certificate shares of Company Common Stock shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock the Merger Consideration which such holder has the right to receive in respect of the shares of Company Common Stock surrendered pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Two. Each Company Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) applicable Merger Consideration may be issued or and paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee only if the Company Certificate representing such Company Common Stock is presented to the Exchange Agent, 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 contemplated by this Section 2.022.7, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing amount of cash into which the shares of Parent Company Common Stock plus cash represented by such Company Certificate have been converted as provided in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02Article Two.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Investment Technology Group Inc), Agreement and Plan of Merger (Hoenig Group Inc)
Exchange Procedures. As soon as reasonably practicable after Following the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock the Merger Consideration pursuant to Section 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)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, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Certificate, subject to Section 2.11(g), shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock the Merger Consideration to which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares is entitled pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)2.1 hereof, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of The shares of Parent Common Stock plus cash constituting part of such Merger Consideration (if any), at Parent’s option, shall be in lieu uncertificated book-entry form, unless a physical certificate is requested by a holder of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate representing such of Company Common Stock or is presented to the Exchange Agent, accompanied by all documents otherwise required to evidence and effect such transfer and by evidence that any under applicable stock transfer taxes have been paidlaw. Until surrendered as contemplated by this Section 2.02so surrendered, each Certificate shall outstanding Certificates will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only evidence the right to receive upon ownership of the Merger Consideration into which such surrender the certificate representing shares of Parent Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02shall have been so converted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Digital Information Corp), Agreement and Plan of Merger (Quantum Corp /De/)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock Shares (other than Dissenting Shares and Shares to be canceled pursuant to Section 2.07(b) hereof (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock ), (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)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, together with such a letter of transmittal, duly executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Exchange Agent"Transmittal Documents"), the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the Merger Consideration for each Share formerly represented by such Certificate, without any interest thereon, less any required withholding of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)taxes, and the Certificate so surrendered shall immediately thereupon be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) 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 is presented to the Exchange Agent and is properly endorsed or paid otherwise in proper form for transfer. In such event, the signature on the Certificate or any related stock power must be properly guaranteed and the person requesting payment of the Merger Consideration must either pay any transfer or other taxes required by reason of the payment to a person other than the person in whose name registered holder of the Certificate so surrendered is registered, if the Certificate representing such Company Common Stock is presented or establish to the Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent, accompanied Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be made by all documents check unless otherwise required to evidence and effect by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on such transfer and by evidence that any applicable stock transfer taxes have been paidMerger Consideration. Until surrendered as contemplated by in accordance with this Section 2.023.02, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the certificate representing shares of Parent Common Stock plus cash Merger Consideration for each Share formerly represented by such Certificate. The Exchange Fund shall not be used for any purpose other than as set forth in lieu of fractional shares pursuant to Section 2.02(e) and any this Article III. Any interest, dividends or distributions pursuant other income earned on the investment of cash held in the Exchange Fund shall be for the account of Parent, or if Parent shall have directed, the account of the Surviving Corporation. The Merger Consideration delivered upon surrender of the Certificates in accordance with the terms hereof shall be deemed to Section 2.02(c) as contemplated by this Section 2.02have been paid in full satisfaction of all rights pertaining to such Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cox Enterprises Inc Et Al), Agreement and Plan of Merger (Cox Communications Inc /De/)
Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Holdco shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of, or entitled to, a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company NPS Common Stock Stock, including, for greater certainty, the holders (other than NPS or any of its Subsidiaries) of certificates including Exchangeable Shares purchased by an affiliate of NPS prior to the "Certificates") Effective Time, and Enzon Common Stock, in each case, whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Holdco Common Stock pursuant to Section 1.9 and Section 1.10 hereof, cash in lieu of any fractional shares pursuant to Section 1.11(d) hereof and any dividends or other distributions pursuant to Section 1.11(e) hereof: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent NPS and Enzon may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Parent Holdco Common Stock (plus Stock, cash in lieu of any fractional shares, if any, of Parent Common Stock shares pursuant to Section 1.11(d) hereof and any dividends or other distributions as provided below)pursuant to Section 1.11(e) hereof. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Holdco Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.9 and Section 1.10 hereof (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable Legal Requirements), payment in lieu of fractional shares which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e1.11(d) hereof and any dividends or distributions payable pursuant to Section 2.02(c1.11(e), and the Certificate Certificates so surrendered shall immediately forthwith be cancelledcanceled. In Until so surrendered, outstanding Certificates will be deemed from and after the event of a transfer of Effective Time, for all corporate purposes, to evidence the ownership of Company the number of full shares of Holdco Common Stock into which is not registered in the transfer records of the Company, a certificate representing the proper number of such shares of Parent NPS Common Stock plus or Enzon Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.02(e1.11(d) hereof and any dividends or distributions payable pursuant to Section 2.02(c1.11(e) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for effecting to effect the surrender of the Certificates in exchange for certificates representing shares of evidencing Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Shares. Upon surrender of a Certificate 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 executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Common Stock Shares which such holder has the right to receive pursuant in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to the provisions of this Article II plus cash in lieu of fractional shares which such holder is entitled pursuant to Section 2.02(e1.7(c), and (C) and cash in respect of any dividends or distributions pursuant to fractional share as provided in Section 2.02(c1.6(g), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock plus Shares, dividends and distributions with respect thereto, and cash in lieu of any fractional shares pursuant share to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) which such holder would otherwise have been entitled may be issued or and paid in accordance with this Article I to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented Shares will be deemed at any time from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends and subject to represent Section 1.6(g), to evidence only the right to receive upon ownership of the number of full Parent Shares into which such surrender the certificate representing Shares shall have been so converted and no rights in any shares of Parent the Company's Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02Stock.
Appears in 2 contracts
Samples: Iv 6 Agreement and Plan of Merger (Paxar Corp), Iv 6 Agreement and Plan of Merger (International Imaging Materials Inc /De/)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares that were converted pursuant to Section 2.01 2.1(a) into the right to receive shares of Parent Common Stock the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)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, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Article II plus Section 2.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and 2.2(d), after giving effect to any dividends or distributions pursuant to Section 2.02(c)tax withholdings required by applicable law, and the Certificate so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock will be deemed at any time deemed, from and after the Effective Time Time, for all corporate purposes, to represent only the right to receive upon such surrender the a certificate representing shares of Parent Common Stock plus Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by 2.2(d), in accordance with the terms of this Section 2.02Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Documentum Inc), Agreement and Plan of Merger (Emc Corp)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive the Merger Consideration pursuant to Section 2.1 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2(e) and any dividends or distributions to which such holder is entitled pursuant to Section 2.2(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of Certificates) to the Exchange Agent and shall be in such form and have such other provisions as the Company and Parent may reasonably specify) and (ii) instructions for effecting the surrender of use in surrendering the Certificates in exchange for certificates representing the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock (plus cash to be issued or paid in lieu consideration therefor upon surrender of fractional shares, if any, of Parent Common Stock such certificate in accordance with Section 2.2(e) and any dividends or distributions as provided belowto which such holder is entitled pursuant to Section 2.2(c). Upon surrender of a Certificate (or affidavits of loss in lieu of Certificates) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agentthereby, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional shares pursuant to share of Parent Common Stock in accordance with Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c2.2(e), and the Certificate so surrendered shall immediately forthwith be cancelled. In the event of a transfer surrender of ownership a Certificate representing shares of Company Common Stock which is are not registered in the transfer records of the CompanyCompany under the name of the person surrendering such Certificate, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may will be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Certificate representing person requesting such Company issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock is presented to a person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and by evidence that any applicable stock transfer taxes have tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares 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 Section 2.2(c) and cash in lieu of any fractional share of Parent Common Stock plus in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash in lieu payable to holders of fractional shares Certificates pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by the provisions of this Section 2.02Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Associates First Capital Corp)
Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent Surviving Corporation shall mail cause to be delivered to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Target Common Stock (the "Certificates") including converted Target Preferred Stock), whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Acquiror Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent Target may reasonably specify) and ), (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Acquiror Common Stock (plus and cash in lieu of fractional shares, if any, of Parent Common Stock ) and any dividends or distributions (iii) such other customary documents as provided below)may be required pursuant to such instructions. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentTarget, together with such letter of transmittaltransmittal and other documents, duly executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing that the number of whole shares of Parent Acquiror Common Stock Stock, (B) any dividends or other distributions to which such holder has the right to receive is entitled pursuant to the provisions of this Article II plus Section 1.7(d), and (C) cash (without interest) in lieu respect of fractional shares pursuant to as provided in Section 2.02(e1.6(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In Until so surrendered, each outstanding Certificate that, prior to the event Effective Time, represented shares of a transfer Target Capital 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 Company the number of full shares of Acquiror Common Stock into which is not registered in the transfer records of the Company, a certificate representing the proper number of such shares of Parent Common Target Capital Stock plus shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.021.6.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Digitalpreviews Com Inc), Agreement and Plan of Reorganization (Intraop Medical Corp)
Exchange Procedures. As soon as reasonably practicable after At the Effective TimeClosing, the Exchange Agent shall mail to each holder of record of a certificate or ------------------- certificates of Company Common Stock which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery ------------ shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates surrendered in exchange for certificates representing shares of Parent XxXxxx Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Pubco or to such other agent or agents as may be appointed by ParentXxXxxx, together with such letter of transmittal, duly executed, and such other documents Documents as may reasonably be required by the Exchange Agentrequired, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of Parent XxXxxx Common Stock which such holder has the right to receive pursuant to the provisions in respect of this Article II plus cash in lieu such Certificate (after taking into account all shares of fractional shares pursuant to Section 2.02(e) and Company Common Stock then held by such holder under all such Certificates so surrendered), together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate (ii) cash in lieu of fractional shares of XxXxxx Common Stock to which such holder is entitled pursuant to Section 2.02(e). The Certificates so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent XxXxxx Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid pursuant hereto to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate Certificates representing such shares of Company Common Stock is Stock, properly endorsed or otherwise in proper form for transfer, are presented to the Exchange AgentPubco or XxXxxx, accompanied by all documents Documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash Merger Consideration issuable in lieu of fractional shares pursuant to Section 2.02(e) and exchange therefor, together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c). No interest will be paid or will accrue on any cash payable pursuant to Sections 2.02(c) as contemplated by this Section 2.02or 2.02(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McLeodusa Inc), Agreement and Plan of Merger (McLeodusa Inc)
Exchange Procedures. (a) As soon as reasonably practicable after the Effective Time, SPAH shall cause the exchange agent selected by SPAH, which shall be an independent transfer agent or trust company (the “Exchange Agent shall Agent”) to mail to each holder the former stockholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) a letter of FFC appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates or other instruments theretofore representing shares of FFC Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and Agent). The certificate or certificates of FFC Common Stock so surrendered shall be in such form and have such other provisions duly endorsed as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate 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 executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelledrequire. In the event of a transfer of ownership of Company shares of FFC Common Stock which is represented by certificates that are not registered in the transfer records of FFC, the Company, a certificate representing the proper number of Merger Consideration payable for such shares of Parent Common Stock plus cash as provided in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) 3.1 may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate certificates representing such Company Common Stock is presented shares are delivered to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent that such transfer is proper and that any applicable stock transfer taxes Taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at In the event any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent FFC Common Stock plus cash certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and the posting by such person of a bond in lieu such amount as SPAH may reasonably direct, or an indemnification agreement reasonably acceptable to SPAH, as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration as provided for in Section 3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. SPAH shall pay all charges and expenses, including those of fractional shares pursuant to the Exchange Agent in connection with the distribution of the Merger Consideration as provided in Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.023.1.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SP Acquisition Holdings, Inc.), Agreement and Plan of Merger (Frontier Financial Corp /Wa/)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock ): (i) a letter of transmittal (which is reasonably agreed to by Parent and the Company and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to and receipt by the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing evidencing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate 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 executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to in respect of the provisions shares of this Article II plus Company Common Stock formerly evidenced by such Certificate in accordance with Section 2.1, (B) cash in lieu of fractional shares of Parent Common Stock to which such holder may be entitled pursuant to Section 2.02(e2.2(e)and (C) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c2.2(c) (the shares of Parent Common Stock, dividends, distributions and cash described in clauses (A), (B) and (C) being collectively, the "Merger Consideration"), and the Certificate Certificates so surrendered shall immediately forthwith be cancelled. 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, a certificate representing evidencing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid in accordance with this Article II to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such shares of 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. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Exegenics Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective ------------------- Time, and in no event later than fifteen (15) days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus pursuant to Section 1.6(a), cash in lieu of any fractional shares, if any, of Parent Common Stock shares pursuant to Section 1.6(f) and any dividends or other distributions as provided belowpursuant to Section 1.7(d). Upon surrender of a Certificate 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 executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted pursuant to Section 1.6(a), payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e1.6(f) and any dividends or other distributions payable pursuant to Section 2.02(c1.7(d), and the Certificate Certificates so surrendered shall immediately forthwith be cancelledcanceled. In Until so surrendered, outstanding Certificates will be deemed, from and after the event of a transfer of Effective Time, to evidence only the ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of whole shares of Parent Common Stock plus into which such shares of Company Common Stock shall have been so converted (including any voting, notice or other rights associated with the ownership of such shares of Parent Common Stock under the Certificate of Incorporation or Bylaws of Parent or under Delaware Law) and the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.02(e1.6(f) and any dividends or other distributions payable pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.021.7(d).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Infospace Inc)
Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock and cash in lieu of fractional shares pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus and cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate 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 executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common Stock and cash in lieu of fractional shares which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)1.6, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In Until so surrendered, each outstanding Certificate that, prior to the event of a transfer of ownership Effective Time, represented shares of Company Common Stock which is not registered in will be deemed from and after the transfer records Effective Time, for all corporate purposes other than the payment of dividends, to evidence the Company, a certificate representing right to receive the proper number of full shares of Parent Common Stock plus cash in lieu into which such shares of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 shall have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only so converted and the right to receive upon such surrender the a certificate representing shares of Parent Common Stock plus and an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.021.6.
Appears in 1 contract
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquiror shall instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding evidenced shares of Outstanding Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock ), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Acquiror may reasonably specify) and (ii) instructions for effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Acquiror Common Stock and any dividends or distributions as provided below)cash. Upon surrender of a Certificate 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 executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Acquiror Common Stock which such holder has the right to receive pursuant in accordance with Section 2.1 in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) cash which such holder has the right to the provisions of this Article II plus receive in accordance with Section 2.1, (C) cash in lieu of fractional shares of Acquiror Common Stock to which such holder is entitled pursuant to Section 2.02(e2.1(g) and (D) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c2.2(d) (the shares of Acquiror Common Stock and cash described in clauses (A), (B), (C) and (D) being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 paidcanceled. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time from and after the Effective Time to represent evidence only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.the
Appears in 1 contract
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing the shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate 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 executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole of shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Article II plus Section 1.7(c), and (C) cash in lieu respect of fractional shares pursuant to as provided in Section 2.02(e1.6(h) (the shares of Parent Common Stock, dividends, distributions and any dividends or distributions pursuant to Section 2.02(ccash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) Merger Consideration may be issued or and paid in accordance with this Article I to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate representing evidencing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented Shares of Company Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends and subject to represent only Section 1.6(g), to evidence the right to receive upon such surrender ownership of the certificate representing number of full shares of Parent Common Stock plus cash in lieu into which such shares of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02Company Stock shall have been so converted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cytotherapeutics Inc/De)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, but in no event later than ten days after the Exchange Agent Effective Time, Parent shall mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive cash and shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(c), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Parent and shall be in such form and have contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus Stock, cash in lieu of any fractional shares, if any, of Parent Common Stock shares pursuant to Section 1.6(g) and any dividends or other distributions as provided belowpursuant to Section 1.7(c). Upon surrender of a Certificate the Certificates for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate cash and certificates representing that the number of whole shares of Parent Common Stock into which their shares of Company Stock were converted at the Effective Time, payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e1.6(g) and any dividends or distributions payable pursuant to Section 2.02(c1.7(c), and the Certificate Certificates so surrendered shall immediately forthwith be cancelledcanceled. In Until so surrendered, outstanding Certificates will be deemed from and after the event Effective Time, for all corporate purposes, subject to Section 1.7(c) as to the payment of a transfer dividends, to evidence only the right to receive such amount of cash and ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of full shares of Parent Common Stock plus into which such shares of Company Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.02(e1.6(g) and any dividends or distributions payable pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.021.7(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Insight Corp)
Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock Shares (i) a letter of transmittal (which 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 Certificates Shares to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specifyspecify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions for effecting the surrender of the Certificates such Shares in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)the Merger Consideration. Upon surrender of a Certificate for cancellation the Shares to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor a certificate representing that number of whole (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder) representing, in the aggregate, the whole number of shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.08 (after taking into account all shares of Company Common Stock then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II plus 2, consisting of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.02(e) 2.05 and any dividends or and other distributions pursuant to Section 2.02(c2.03 ("Cash Payments"), and the Certificate so surrendered shall immediately . No interest will be cancelledpaid or will accrue on any Cash Payments. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) Merger Consideration and any dividends or distributions pursuant Cash Payments to Section 2.02(c) which such holder is entitled, may be issued or paid with respect to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate representing such Company Common Stock is to such a transferee if the Shares are presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.
Appears in 1 contract
Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent and in no event more than three (3) business days thereafter, Parent shall mail to each holder of record (as of the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Preferred Stock pursuant to Section 1.6: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Parent and shall be in such form and have contain such other customary provisions as Parent may reasonably specify) and ), (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Series A Preferred Stock and any dividends or other distributions pursuant to Section 1.7(d), and (iii) an investment representation letter containing such warranties, representations and agreements by holder as provided below)set forth in Section 1.12. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and investment representation letter, duly executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Series A Preferred Stock into which their shares of Company Common Stock which such holder has were converted into the right to receive pursuant to at the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) Effective Time and any dividends or distributions payable pursuant to Section 2.02(c1.7(d), and the Certificate Certificates so surrendered shall immediately forthwith be cancelledcanceled. In Until so surrendered, outstanding Certificates will be deemed from and after the event of a transfer of ownership of Company Common Stock which is not registered in Effective Time, to evidence only the transfer records of right to receive the Company, a certificate representing the proper applicable number of shares of Parent Series A Preferred Stock (or Common Stock plus cash in lieu issuable upon conversion of fractional shares Series A Preferred Stock) issuable pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.021.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Multi Link Telecommunications Inc)
Exchange Procedures. As soon as reasonably practicable Within five Business Days after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which which, immediately prior to the Effective Time Time, represented outstanding shares of Company Common Stock (the "Certificates") whose ), other than shares were converted pursuant to canceled in accordance with Section 2.01 into the right to receive shares of Parent Common Stock 3.01(c): (i) a letter of transmittal (which shall 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 Exchange Agent Agent, and shall be in such form and have such other provisions as Parent may reasonably Sterling shall specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)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 ParentSterling), together with such letter of transmittal, duly executed, and such any other documents as may reasonably be required by the Exchange Agentdocuments, the holder of such Certificate Certificate(s) shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Sterling Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus Section 3.01 and cash in lieu of fractional shares pursuant to of Sterling Common Stock as contemplated by Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c3.01(d), and the Certificate Certificate(s) so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper appropriate number of shares of Parent Sterling Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, transferee if the Certificate Certificate(s) representing such Company Common Stock is presented to the Exchange Agent, 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 contemplated by this Section 2.024.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Sterling Common Stock plus and cash in lieu of any fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) of Sterling Common Stock as contemplated by this Section 2.02.3.01(d) and Section 4.05. 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
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sterling Bancshares Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquiror shall instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding evidenced shares of Outstanding Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock ), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Acquiror may reasonably specify) and (ii) instructions for effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Acquiror Common Stock and any dividends or distributions as provided below)cash. Upon surrender of a Certificate 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 executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Acquiror Common Stock which such holder has the right to receive pursuant in accordance with Section 2.1 in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) cash which such holder has the right to the provisions of this Article II plus receive in accordance with Section 2.1, (C) cash in lieu of fractional shares of Acquiror Common Stock to which such holder is entitled pursuant to Section 2.02(e2.1(g) and (D) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c2.2(d) (the shares of Acquiror Common Stock and cash described in clauses (A), (B), (C) and (D) being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 paidcanceled. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time from and after the Effective Time 7 to represent evidence only the right to receive upon such surrender the certificate representing Merger Consideration and no rights in any shares of Parent Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Micros to Mainframes Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective ------------------- Time, and in no event later than five (5) business days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus Stock, cash in lieu of any fractional shares, if any, of Parent Common Stock shares pursuant to Section 1.6(f) and any dividends or other distributions as provided belowpursuant to Section 1.7(d). Upon surrender of a Certificate 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 executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e1.6(f) and any dividends or distributions payable pursuant to Section 2.02(c1.7(d), and the Certificate Certificates so surrendered shall immediately forthwith be cancelledcanceled. In Until so surrendered, outstanding Certificates will be deemed from and after the event Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of a transfer of dividends, to evidence only the ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of full shares of Parent Common Stock plus into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.02(e1.6(f) and any dividends or distributions payable pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.021.7(d).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (McAfee Associates Inc)
Exchange Procedures. As soon as reasonably practicable after the Effective ------------------- Time, and in any event not later than ten (10) business days, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") Shares whose shares Shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f), and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus Stock, cash in lieu of any fractional shares, if any, of Parent Common Stock shares pursuant to Section 1.6(f) and any dividends or other distributions as provided belowpursuant to Section 1.7(d). Upon surrender of a Certificate 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 executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e1.6(f) and any dividends or distributions payable pursuant to Section 2.02(c1.7(d), and the Certificate Certificates so surrendered shall immediately forthwith be cancelled. In Until so surrendered, outstanding Certificates will be deemed from and after the event Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of a transfer of dividends, to evidence only the ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of full shares of Parent Common Stock plus into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.02(e1.6(f) and any dividends or distributions payable pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if the Certificate 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 contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.021.7(d).
Appears in 1 contract
Exchange Procedures. As soon as reasonably commercially practicable after the Effective Time, the Exchange Agent Acquiror shall mail mail, or cause to be mailed, to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) Stockholder a letter of transmittal in substantially the form attached hereto as Exhibit D (which shall specify the “Letter of Transmittal”) at the address set forth opposite such Company Stockholder’s name in the Spreadsheet. After receipt of such Letter of Transmittal and any other documents that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Acquiror may reasonably specify) and require in order to effect the exchange (ii) instructions for effecting the “Exchange Documents”), such Company Stockholder will be required to surrender of the Certificates in exchange for certificates representing his, her or its shares of Parent Common Company Capital Stock (plus cash the “Company Stock Certificates”) to Acquiror or Acquiror’s agent (as specified in lieu the Letter of fractional sharesTransmittal) for cancellation, if any, of Parent Common Stock together with duly completed and any dividends or distributions as provided below)validly executed Exchange Documents. Upon surrender of a Certificate his, her or its Company Stock Certificates for cancellation to Acquiror or Acquiror’s agent, as the Exchange Agent or to such other agent or agents as case may be appointed by Parentbe, together with such letter of transmittalExchange Documents, duly executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder of such Certificate Company Stock Certificates shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Acquiror Common Stock plus cash in lieu of fractional shares such Company Stockholder is entitled to receive at the Closing pursuant to Section 2.02(e) 1.8, and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person other than the person in whose name the Certificate Company Stock Certificates so surrendered is registered, if the Certificate 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 paidshall be cancelled. Until surrendered as contemplated by this Section 2.02so surrendered, each Certificate shall be deemed at any time after the Effective Time, the shares of Company Capital Stock held by such Company Stockholder immediately prior to the Effective Time to represent shall, for all corporate purposes, evidence only the ownership of the right to receive upon such surrender the certificate representing number of full shares of Parent Acquiror Common Stock plus cash in lieu into which such shares of fractional shares Company Capital Stock shall have been converted pursuant to Section 2.02(e) the terms of this Agreement and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02reflected in the Spreadsheet.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Twitter, Inc.)
Exchange Procedures. As soon as reasonably practicable after the Effective TimeClosing Date, the Exchange Agent Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock ONElist Shareholder, (i) a letter of transmittal (which shall be in such form and have such other provisions as eGroups may reasonably specify and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates (the "Certificates") which immediately prior to the Effective Time represent outstanding shares of ONElist Capital Stock whose shares are converted into the right to receive such ONElist Shareholder's pro rata portion of the Consideration Shares pursuant to Section 1.6, shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares such ONElist Shareholder's pro rata portion of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below)the Consideration Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParenteGroups, together with such letter of transmittal, duly executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder of such Certificate shall be entitled to receive receive, and the Exchange Agent shall promptly deliver in exchange therefor therefor, a certificate bearing the legend set forth in Section 5.2 hereof representing that the number of whole shares of Parent Common Stock Consideration Shares to which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares is entitled pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c)1.6, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In Until so surrendered, each outstanding Certificate that, prior to the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the CompanyEffective Time, a certificate representing the proper number of represented shares of Parent Common ONElist Capital Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) will be deemed from and any dividends or distributions pursuant to Section 2.02(c) may be issued or paid to a person after the Effective Time, for all corporate purposes, other than the person in whose name payment of dividends, to evidence the Certificate so surrendered is registered, if ownership of the Certificate representing such Company number of full shares of eGroups Common Stock is presented to and/or eGroups Series C Preferred Stock, as the Exchange Agentcase may be, accompanied by all documents required to evidence and effect into which such transfer and by evidence that any applicable stock transfer taxes shares of ONElist Capital Stock shall have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02so converted.
Appears in 1 contract
