Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed 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 (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Fox Acquisition Co), Agreement and Plan of Merger (Ault Inc), Agreement and Plan of Merger (Fox Acquisition Co)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed 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 (the “Certificates”"CERTIFICATES"), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Newcastle Partners L P), Agreement and Plan of Merger (Steel Partners Ii Lp), Agreement and Plan of Merger (WHX Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as record of the Effective Time, shares of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right Company Common Stock entitled to receive the Merger Consideration, Consideration (i) a form of 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 Paying Agent and which shall be in such form and have such contain other provisions as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon Each holder of record of one or more Certificates shall, upon surrender of a Certificate for cancellation to the Paying Agent of such Certificate or to such other agent or agents as may be appointed by PurchaserCertificates, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly amount of cash which the number of shares of Company Common Stock previously represented by such CertificateCertificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Company Common Stock which is not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to in accordance with this Section 2.02(b) may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered such Certificate, or shall have established establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.72.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in pursuant to the provisions of this Article 2. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article 2. As soon as contemplated by reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to make any payments required pursuant to Section 1.6(b) hereof2.01(d).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Speedway Motorsports Inc), Agreement and Plan of Merger (International Speedway Corp), Agreement and Plan of Merger (International Speedway Corp)
Exchange Procedures. Promptly after (i) After the Effective TimeTime of the Merger, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of recordan outstanding Certificate or Certificates shall, as of the Effective Time, of a certificate or certificates, which immediately prior upon surrender to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall or Certificates and acceptance thereof by the Exchange Agent, be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by amount of cash into which such CertificateCertificate or Certificates surrendered shall have been converted pursuant to this Agreement. (i) After the Effective Time of the Merger, there shall be no further transfer on the records of the Company or its transfer agent of Certificates, and if Certificates are presented to the Certificate so surrendered Company for transfer, they shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender canceled against delivery of the Certificatescash. If payment of the Merger Consideration is to be made remitted to a person name other than that in which the person in whose name the Certificate surrendered Certificate for exchange is registered, it shall be a condition of payment such exchange that the Certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed, or shall be otherwise in proper form for transfer and that the person requesting such payment exchange shall have paid all pay to the Company or its transfer and agent any transfer or other Taxes taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Company or its transfer agent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.73.3(b), each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash applicable thereto as contemplated by Section 1.6(b3.1. From and after the Effective Time, the holders of Certificates evidencing ownership of the shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as otherwise provided for herein or by applicable law. No interest will be paid or will accrue on any cash payable as Merger Consideration or in lieu of any fractional shares of Company Common Stock. The right of any stockholder to receive the Merger Consideration shall be subject to reduction to reflect any applicable withholding obligation for Taxes. (ii) hereof.In the event that 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 Buyer, the posting by such person of a bond in such amount as Buyer may direct as indemnity against any claim that may be made against it with respect to such Certificate, or the provision of other reasonable assurances requested by Buyer, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. 7
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (Signature Brands Usa Inc), Agreement and Plan of Merger (Sunbeam Corp/Fl/)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time of the Merger (but in any event within three Business Days after the Effective Time), Purchaser and the Surviving Corporation shall cause the Exchange Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”shares of Company Common Stock, other than shares to be canceled and retired in accordance with Section 1.8(b), whose Shares were converted pursuant to Section 1.6(b(i) hereof into the right to receive the Merger Consideration, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate(which Parent shall cause the Exchange Agent to pay promptly), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person registered holder of the shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that the Certificate certificate or certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all pay to the Exchange Agent any transfer and or other Taxes taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the Certificate surrendered such Shares or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such Tax either tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.71.9, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofConsideration.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Constellation Brands, Inc.), Agreement and Plan of Merger (Chalone Wine Group LTD), Agreement and Plan of Merger (Huneeus Vintners LLC)
Exchange Procedures. Promptly after the Effective Time, the Purchaser and shall instruct the Surviving Corporation shall cause Exchange Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), ) and whose Shares were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive the Merger Consideration, 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 Paying Exchange Agent and shall be in such form and have such other provisions as the Purchaser may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by the Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a check representing (I) cash in lieu of any fractional shares of Purchaser Common Stock to which such holder is entitled pursuant to Section 2.2(d) and (II) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (y) a certificate representing that number of whole shares of Purchaser Common Stock which such holder has the Merger Consideration for right to receive in respect of each Share formerly represented by such CertificateCertificate (after taking into account all Shares then held by such holder), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the any cash in lieu of fractional shares or on any unpaid dividends and distributions payable upon the surrender to holders of the Certificates. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2, without interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (New 360), Agreement and Plan of Merger and Reorganization (DG FastChannel, Inc), Agreement and Plan of Merger and Reorganization (Point 360)
Exchange Procedures. Promptly As soon as practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificatesCertificate, which immediately prior to other than Investor and the Effective Time represented outstanding Shares Company, (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 actual delivery of the Certificates to the Paying Agent and shall be in such a form and have such other provisions as Purchaser Investor may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate (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 Paying Agent or to such other agent or agents as may be appointed by Purchaserthe Surviving Corporation, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly amount of cash into which the Shares theretofore represented by such CertificateCertificate shall have been converted pursuant to Section 3.1, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued will accrue on the cash payable upon the surrender of the Certificatesany Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.73.2, each Certificate (other than Certificates representing Dissenting Company Shares and Certificates representing any Shares held in the treasury of the Company) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.1. If any Certificate shall not have been surrendered prior to three 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 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, the Surviving Corporation or any party hereto shall be liable to any former stockholder of the Company for each Share in any cash as contemplated by Section 1.6(b) hereofor interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kapson Senior Quarters Corp), Agreement and Plan of Merger (Prometheus Senior Quarters LLC), Agreement and Plan of Merger (Prometheus Senior Quarters LLC)
Exchange Procedures. Promptly As soon as practicable after the Effective ------------------- Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate Certificate, other than Parent, the Company and any Subsidiary of Parent or certificatesthe Company, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 actual delivery of the Certificates to the Paying Agent and shall be in such a form and have such other provisions as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaserthe Surviving Corporation, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued will accrue on the cash payable upon the surrender of the Certificatesany Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.7, each Certificate (other than Certificates representing Dissenting Company Common Shares and Certificates representing any shares of Common Stock owned by Parent or any Subsidiary of Parent) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration Consideration, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.6. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a former stockholder of the Company for each Share in any cash as contemplated or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any portion of the Exchange Fund that remains unclaimed by Section 1.6(b) hereofthe stockholders of the Company for one year after the Effective Time shall be repaid to the Surviving Corporation. Any stockholders of the Company who have not theretofore complied with Article II hereof shall thereafter look only to the Surviving Corporation and Parent for payment of their claim for the Merger Consideration, without any interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan (Wolters Kluwer Nv /Adr/), Agreement and Plan of Merger (CCH Inc), Agreement and Plan of Merger (Commerce Clearing House Inc)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed 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 (the “"Certificates”"), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fox & Hound Restaurant Group), Agreement and Plan of Merger (Fox & Hound Restaurant Group), Agreement and Plan of Merger (Fox & Hound Restaurant Group)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate Certificate or certificatesa Book-Entry Share, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”)Shares, whose Shares were converted pursuant to Section 1.6(b2.1(c) hereof into the right to receive the Merger Consideration, Consideration (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 proper delivery of the Certificates or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify); and (ii) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or Book-Entry Share, as applicable, for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, duly executed and properly completed and duly executed in accordance with such other documents as may be reasonably requested by the instructions theretoPaying Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration for each Share Share, formerly represented by such CertificateCertificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate or Book-Entry Share, as applicable, shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2, without interest thereon, and shall not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of, the Company or the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Covidien Group S.a.r.l.), Agreement and Plan of Merger (Vnus Medical Technologies Inc)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each holder of record, as record of the Effective Time, of (i) a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “Certificates”) or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), whose Shares in each case, which at the Effective Time were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger ConsiderationConsideration pursuant to Section 3.1 hereof, (A) a letter of transmittal (which which, in the case of Certificates, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates or Uncertificated Shares in exchange for the Merger Consideration. Upon (1) surrender of a Certificate Certificates for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions theretothereto or (2) or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor the portion of the Merger Consideration for each Share formerly represented by to which such Certificateholder is entitled pursuant to Section 3.1, and the Certificate any Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition of to such payment that the (I) either such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer or such Uncertificated Share shall be properly transferred and that (II) the person Person requesting such payment shall have paid all pay to the Exchange Agent any transfer and or other Taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the such Certificate surrendered or shall have established Uncertificated Share or establish to the satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.73.2(b), each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofupon such surrender.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Nupathe Inc.), Agreement and Plan of Merger (Nupathe Inc.)
Exchange Procedures. Promptly after the Effective TimeTime (but in no event more than five business days thereafter), Purchaser and the Surviving Corporation shall cause the Paying Agent to be mailed mail to each holder of record, as record of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares that were converted pursuant to Section 1.6(b2.1(c) hereof into the right to receive 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 such Shares shall pass, only upon proper delivery of the Certificates certificates (or evidence of shares in book entry form) which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) to the Paying Agent Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Shares held in book-entry form) as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or accompanied by all documents required to evidence and effect that transfer and (y) the Paying Agent shall be otherwise entitled to deduct any applicable Taxes from the Merger Consideration in proper form for transfer and that accordance with Section 2.2(g), unless the person Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender in accordance with this Section 2.2 the Merger Consideration for each Share in into which the Shares have been converted pursuant to Section 2.1(c). No interest shall be paid or accrued on any cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates pursuant to the provisions of this Article II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ulticom, Inc), Agreement and Plan of Merger (Ulticom, Inc), Agreement and Plan of Merger (Ulticom, Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Exchange Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), Certificate whose Shares shares were converted pursuant to Section 1.6(b) hereof into the right to receive the applicable Merger ConsiderationConsideration pursuant to Section 2.01, (i) a form of 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 Paying Exchange Agent and shall be in such customary form and have such other provisions as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the applicable Merger ConsiderationConsideration with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter of transmittal, properly duly completed and duly executed in accordance with validly executed, and such other documents as may reasonably be required by the instructions theretoExchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that number of whole Parent Shares (together with cash in lieu of any fractional Parent Shares in accordance with Section 2.03(e)), if any, and the Merger Consideration for each Share formerly amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such CertificateCertificate shall have been converted pursuant to Section 2.01, together with certain dividends or other distributions in accordance with Section 2.03(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Company Common Stock that is not registered in the surrender transfer records of the Certificates. If payment Company, a certificate evidencing the proper number of Parent Shares may be issued and/or the Merger Consideration is to proper amount of cash may be made paid, as appropriate, in exchange therefor to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment issuance shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance of Parent Shares to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Parent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash as contemplated by in lieu of any fractional Parent Shares in accordance with Section 1.6(b) hereof2.03(e). No interest shall be paid or will accrue on any cash payable upon surrender of any Certificate.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc)
Exchange Procedures. Promptly As soon as reasonably practicable (and in any event within five (5) Business Days) after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each Person who was a holder of record, as record of Shares immediately prior to the Effective Time, whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.5, (i) the form of a certificate or certificates, which letter of transmittal for use in effecting the surrender of stock certificates that immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Considerationeach, a letter of transmittal "Certificate") or non-certificated Shares represented by Book-Entry ("Book-Entry Shares") (which transmittal letter shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyExchange Agent) and (ii) instructions for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate or a Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive paid promptly in exchange therefor therefor, and Parent shall cause the Exchange Agent to pay to such holder, the Merger Consideration for each Share formerly in respect of the Shares previously represented by such CertificateCertificate or Book-Entry Share, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Shares that is not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to may be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment issuance shall have paid all pay any transfer and or other Taxes required by reason of the issuance payment to a person Person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Each Certificate and Book-Entry Share shall be deemed at any time all times from and after the Effective Time to represent only the right to receive upon surrender in accordance with this Section 2.7 the Merger Consideration for each Share in respect of the Shares previously represented by such Certificate or Book-Entry Share. No interest shall be paid or shall accrue on any cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates or Book Entry Shares pursuant to the provisions of this Article 2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Sciele Pharma, Inc.), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate Certificate or certificatesa Book-Entry Share, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”)Shares, whose Shares were converted pursuant to Section 1.6(b2.1(c) hereof into the right to receive the Merger Consideration, Consideration (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 proper delivery of the Certificates (or affidavits of loss of such Certificates) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Company may reasonably specifyagree upon prior to the Effective Time); and (ii) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or Book-Entry Share, as applicable, for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, duly executed and properly completed and duly executed in accordance with such other documents as may be reasonably requested by the instructions theretoPaying Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration for each Share Share, formerly represented by such CertificateCertificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate or Book-Entry Share, as applicable, shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2, without interest thereon, and shall 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 Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Somanetics Corp), Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Somanetics Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Company may reasonably specify) and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate one or more Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, which agents shall be reasonably satisfactory to the Company, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Common Stock formerly represented by such Certificate, and the Certificate Certificates so surrendered shall forthwith be cancelled. No Except as required by law, no interest will shall be paid or accrued on the cash Merger Consideration payable upon the surrender of the Certificatesany Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (WTNH Broadcasting Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and with the Surviving Corporation Company using its reasonable best efforts to cause the paying Agent to do so within three business days thereafter, the Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”"), whose Shares were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly duly completed and duly executed in accordance with validly executed, and such other documents as may be required pursuant to the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7Article II, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofthis Article II. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aydin Corp), Agreement and Plan of Merger (L 3 Communications Corp), Agreement and Plan of Merger (Aydin Corp)
Exchange Procedures. Promptly Parent shall instruct the Paying Agent to, ------------------- as soon as reasonably practicable after the Effective TimeTime but in no event more than three business days thereafter, Purchaser and the Surviving Corporation shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificatescertificate, which immediately prior to before the Effective Time represented outstanding Shares shares of Company Common Stock (a "CERTIFICATE," or, collectively, the “Certificates”"CERTIFICATES"), whose Shares shares were converted pursuant to Section 1.6(b) hereof 2.1 hereto into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration payable for each Share share of Company Common Stock formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2. No interest will be paid or accrue on the cash payable upon the surrender of any Certificate.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Armstrong World Industries Inc), Agreement and Plan of Merger (Armstrong World Industries Inc), Agreement and Plan of Merger (Triangle Pacific Corp)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each holder of record, as record of the Effective Time, of (i) a certificate or certificates, which certificates that immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “Certificates”) or (ii) uncertificated shares of Company Common Stock represented by book-entry (the “Uncertificated Shares”), whose Shares in each case, which at the Effective Time were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger ConsiderationConsideration pursuant to Section 3.1, (A) a letter of transmittal (which which, in the case of the Certificates, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates or Uncertificated Shares in exchange for the Merger Consideration. Upon (1) surrender of a Certificate the Certificates for cancellation to the Paying Exchange Agent or to receipt of an “agent’s message” by the Exchange Agent (or such other agent or agents evidence, if any, of transfer as the Exchange Agent may be appointed by Purchaserreasonably request) in the case of a book-entry transfer of Uncertificated Shares, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions theretothereto and (2) such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor the portion of the Merger Consideration for each Share formerly represented by to which such Certificateholder is entitled pursuant to Section 3.1, and the Certificate any Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment any portion of the Merger Consideration is to be made paid to a person Person, other than the person Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition of to such payment that the (I) either such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer or such Uncertificated Share shall be properly transferred and that (II) the person Person requesting such payment shall have paid all pay to the Exchange Agent any transfer and or other Taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the such Certificate surrendered or shall have established Uncertificated Share or establish to the satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.73.2(b), each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofupon such surrender.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Perceptive Advisors LLC), Agreement and Plan of Merger (Penwest Pharmaceuticals Co)
Exchange Procedures. Promptly As promptly as practicable after the ------------------- Effective TimeTime but in no event more than ten (10) days thereafter, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b2.1(c) hereof into the right to receive 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to subsection (e), below) for each Share share of Company Common Stock formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Universal Music Group Inc), Agreement and Plan of Merger (Emusic Com Inc), Agreement and Plan of Merger (Emusic Com Inc)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed 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 (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor: (i) an Acquiror Certificate representing that number of whole Acquiror Common Shares which such holder has the Merger right to receive pursuant to the provisions of this Article II, (ii) a check payable to the order of such holder representing payment of certain dividends or other distributions in accordance with Section 2.2(d), (iii) a check payable to the order of such holder representing payment of the Cash Consideration for each share of Target Common Stock evidenced by the Certificate surrendered and (iv) a check payable to the order of such holder representing payment of cash in lieu of any fractional Acquiror Common Share formerly represented by such Certificatein accordance with Section 2.2(f), and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will In the event of a transfer of ownership of Target Common Stock which is not registered in the transfer records of Target, an Acquiror Certificate and cash may be issued and paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment issuance shall have paid all pay any transfer and or other Taxes nonincome taxes required by reason of the issuance of Acquiror Common Shares to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Acquiror that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender, Acquiror Certificates representing the Merger Consideration for each number of whole Acquiror Common Shares into which the shares of Target Common Stock formerly represented by such Certificate have been converted, the Cash Consideration, certain dividends or other distributions in accordance with Section 2.2(d) and cash in lieu of any fractional Acquiror Common Share in accordance with Section 2.2(f). No interest will be paid or will accrue on any cash as contemplated by Section 1.6(b) hereof.payable to holders of Certificates pursuant to the provisions of this Article II. (d)
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Geoscience Corp), A Agreement and Plan (Core Laboratories N V), Agreement and Plan of Merger (Tech Sym Corp)
Exchange Procedures. Promptly As soon as practicable after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of recordan outstanding certificate or certificates which prior thereto represented Eligible Shares shall, as upon surrender to the Exchange Agent of such certificate or certificates in accordance with the terms of the Effective Timetransmittal materials described in Section 2.3(c) of this Agreement and acceptance thereof by the Exchange Agent, of be entitled to a certificate representing that number of whole shares of Company Common Stock (and/or cash in lieu of fractional shares of Company Common Stock as contemplated by Section 2.3(f)) which the aggregate number of shares of FNF Common Stock previously represented by such certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were certificates surrendered shall have been converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, a letter pursuant to Section 2.1(b) of transmittal (which this Agreement. The Exchange Agent shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only accept such certificates upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together compliance with such letter of transmittal, properly completed reasonable terms and duly executed conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the instructions thereto, the holder of such Certificate shall consideration to be entitled to receive paid in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid (or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration any portion thereof) is to be made delivered to a any person other than the person in whose name the certificate representing shares of FNF Common Stock surrendered Certificate in exchange therefor is registered, it shall be a condition of payment to such exchange that the Certificate certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment exchange shall have paid all pay to the Exchange Agent any transfer and or other Taxes taxes required by reason of the issuance payment of such consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such Tax either tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of FNF or its transfer agent of shares of FNF Common Stock and if such certificates for Eligible Shares are presented to FNF for transfer, they shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.72.3(b), each Certificate certificate representing Eligible Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash Consideration, without any interest thereon, as contemplated by Section 1.6(b) hereof2.1. No interest will be paid or will accrue on any cash payable as Merger Consideration.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/), Agreement and Plan of Merger (Fidelity National Financial Inc /De/), Agreement and Plan of Merger (Fidelity National Information Services, Inc.)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the ------------------- Surviving Corporation shall cause the Exchange Agent to be mailed mail to each holder of record, as record of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bother than holders of Excluded Shares) hereof into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall shall, among other matters, specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery actual receipt of the Certificates to (or affidavits of loss in lieu thereof) by the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyExchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration due and payable to such holder. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of the Merger Consideration for each Share formerly represented by due and payable in respect of such Certificate, holder's Shares and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the cash any amount payable upon the due surrender of the Certificates. If payment All Merger Consideration paid upon surrender for exchange of Shares in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Merger Consideration is Company, a check for the amount of cash to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder upon due surrender of the Certificate surrendered or shall have established may be delivered to such a transferee if the Certificate formerly representing such Shares is presented to the satisfaction of Exchange Agent, accompanied by all documents required by the Surviving Corporation Exchange Agent to evidence and effect such transfer and to evidence that such Tax either has any applicable stock transfer taxes have been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofpaid.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (International Technology Corp), Agreement and Plan of Merger (Fluor Daniel Gti Inc), Agreement and Plan of Merger (Ratos Acquisition Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b2.6(a) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash cash, without interest, as contemplated by this Section 1.6(b) hereof2.7. The right of any stockholder to receive the Merger Consideration shall be subject to and reduced by any applicable withholding Tax obligation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Mentor Graphics Corp), Agreement and Plan of Merger and Reorganization (Mentor Graphics Corp), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation shall cause the Paying Agent (and shall use its best efforts to be mailed cause the Paying Agent to do so by the fifth (5th) Business Day following the date of the Effective Time) to mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Seller Common Stock (the “‘‘Certificates”), ’’) whose Shares shares were converted pursuant to Section 1.6(b3.1(c) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaserthe Parent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor cash equal to the Merger Consideration for each Share formerly payable in respect of the shares of Seller Common Stock previously represented by such Certificate, and the Certificate so surrendered shall forthwith immediately be cancelled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Seller Common Stock which is not registered in the surrender transfer records of the Certificates. If Seller, payment of the Merger Consideration is to may be made to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that if such Certificate is presented to the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that the person requesting such payment shall any applicable stock transfer taxes have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 1.73.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender the Merger Consideration for each Share in Consideration. No interest shall be paid or accrue on any cash as contemplated by Section 1.6(b) hereofpayable upon surrender of any Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digitas Inc), Agreement and Plan of Merger (Digitas Inc)
Exchange Procedures. Promptly after (a) At the Effective Time, Purchaser and or as soon as practicable thereafter (but not later than two Business Days thereafter), the Surviving Corporation shall cause to be mailed mailed, or otherwise make available, to each holder of recordcertificates or other instruments (collectively, as the “Certificates”) formerly evidencing (i) Shares or (ii) Warrants (if such holder has previously executed and delivered a Warrants Acknowledgement) the form of the Letter of Transmittal. After the Effective Time, each holder of a certificate or certificatesCertificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, a letter upon surrender 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 such Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter the completed Letter of transmittalTransmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive from the Paying Agent, in exchange therefor therefor, the Merger Consideration aggregate consideration for each Share formerly represented such Shares or Warrants, as the case may be, in cash as contemplated by such Certificatethis Agreement, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate Certificates so surrendered shall be properly endorsed or cancelled. The Surviving Corporation, the Paying Agent and Buyer shall be entitled to deduct and withhold from the consideration otherwise in proper form for transfer payable pursuant to this Agreement to any holder of Shares or Warrants, as the case may be, such amounts as the Surviving Corporation, the Paying Agent or Buyer is required to deduct and that withhold with respect to the person requesting making of such payment under any provision of applicable tax Law. To the extent that amounts are so withheld by the Surviving Corporation, the Paying Agent or Buyer, such withheld amounts shall have be treated for all purposes of this Agreement as having been paid all transfer and other Taxes required by reason of to the issuance to a person other than the registered holder of the Certificate surrendered Shares or shall have established to Warrants, as the satisfaction case may be, in respect of which such deduction and withholding was made by the Surviving Corporation that such Tax either has been paid Corporation, the Paying Agent or is not applicableBuyer, as the case may be. Until surrendered as contemplated by this Section 1.72.2 (other than Certificates representing Dissenting Shares (as defined below)), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration aggregate consideration for each Share such Shares or Warrants, as the case may be, in cash as contemplated by Section 1.6(b) hereofthis Agreement, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Texas Market Tire, Inc.), Agreement and Plan of Merger (Texas Market Tire, Inc.)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Exchange Agent shall cause to be mailed mail to each holder of recordrecord of a Certificate or Certificates, as whose shares of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares Company Common Stock were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, Delaware 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser the Company and the Delaware Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationDelaware Certificates. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaserthe Company, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration Delaware Certificate for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on If the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration Delaware Certificate is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment exchange that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment exchange shall have paid all any transfer and other Taxes taxes required by reason of the issuance exchange of the Certificate to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7section, each Certificate shall be deemed deemed, at any time after the Effective Time Time, to represent only the right to receive the Merger Consideration for each Share in cash a Delaware Certificate as contemplated by Section 1.6(b) hereofthis section.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Asset Investors Corp), Agreement and Plan of Merger (Commercial Assets Inc)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed Paying Agent shall, within two (2) business days, mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), ) and whose Shares were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Such letter and instructions can be faxed to the holder upon request. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will Such payment shall be paid made to the holder of record within two (2) business days and shall be made by either bank check or accrued on electronic wire transfer, at the cash payable upon the surrender option of the Certificatesholder of record. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes similar taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adeza Biomedical Corp), Agreement and Plan of Merger (Cytyc Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares shares were converted pursuant to Section 1.6(b) 2.7, Conversion of Securities, hereof into the right to receive 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 Paying Agent Agent, and which shall be in such form and shall have such other provisions as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration Consideration, without interest, for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofthis Article II, without interest.
Appears in 2 contracts
Samples: Tender Offer and Merger Agreement (Five Star Products Inc), Tender Offer and Merger Agreement (National Patent Development Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which certificates that immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”), whose Shares ") which were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive the Merger Consideration, Consideration (1) 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (2) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (1) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and that (2) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.72.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.3, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (Mdi Entertainment Inc)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Exchange Agent shall cause to be mailed mail to each holder of record, as record of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Merger Convertible Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing such Merger Convertible Shares (the "CONSIDERATION CERTIFICATES") shall pass, only upon proper delivery of the Consideration Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser the Exchange Agent may reasonably specify), and (ii) and instructions for use in effecting the surrender of the Consideration Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent of one or to such other agent or agents as may be appointed by Purchasermore Consideration Certificates, together with such letter of transmittal, a properly completed and duly executed in accordance with letter of transmittal, and acceptance thereof by the instructions theretoExchange Agent, the holder of such Certificate thereof shall be entitled to receive the amount of cash into which the number of Merger Convertible Shares represented by such Consideration Certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such Consideration Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange therefor practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing Common Shares and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration for each Share formerly allocable to the Common Shares represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid certificate or accrued on the cash payable upon the surrender of the Certificatescertificates. If payment of the any Merger Consideration is to be made remitted to a person name other than that in which the person in whose name the Consideration Certificate surrendered Certificate for exchange is registered, it shall be a condition of payment such exchange that the Consideration Certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed, or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment exchange shall have paid all pay to the Company, or its transfer and agent, any transfer or other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person name other than that of the registered holder of the Consideration Certificate surrendered surrendered, or shall have established establish to the satisfaction of the Surviving Corporation Company or its transfer agent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.3, each Certificate certificate for Common Shares (with the exception of Dissenting Shares, Parent-Owned Shares and Treasury Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash allocable to the shares represented by such certificate as contemplated by Section 1.6(b) hereof2.1(b). No interest will be paid or will accrue on any amount payable as Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Three Cities Fund Ii Lp), Agreement and Plan of Merger (Three Cities Fund Ii Lp)
Exchange Procedures. Promptly As soon as practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate Certificate, other than Parent, the Company and any Subsidiary of Parent or certificatesthe Company, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 actual delivery of the Certificates to the Paying Agent Agent, and shall be in such a form and have such other provisions as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaserthe Surviving Corporation, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly amount of cash into which the shares of Company Common Stock theretofore represented by such CertificateCertificate shall have been converted pursuant to Section 3.1 (after giving effect to any required tax withholdings), and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued will accrue on the cash payable upon the surrender of the Certificatesany Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance payment to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.73.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.1 (after giving effect to any required tax withholdings). Notwithstanding the foregoing, neither the Paying Agent nor any party shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any portion of the Merger Consideration made available to the Transfer Agent pursuant to (and any interest or other income earned thereon) that remains unclaimed by the holders of Company Common Stock six months after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged those shares of Company Common Stock for each Share the Merger Consideration in cash as contemplated accordance with this Section 3.2 before that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of those shares without any interest thereon. Any amounts remaining unclaimed by Section 1.6(bholders of shares of Company Common Stock seven years after the Effective Time (or any earlier date immediately before that time when the amounts would otherwise escheat to or become property of any Governmental Entity) hereofshall become, to the extent permitted by applicable law, the property of the Surviving Corporation, free and clear of any claims or interest of any person previously entitled thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Multex Com Inc), Agreement and Plan of Merger (Reuters Group PLC /Adr/)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificatescertificates (or evidence of shares in book-entry form), which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares shares were converted pursuant to Section 1.6(b) hereof 2.7 into the right to receive 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 Paying Agent Agent, and which shall be in such form and shall have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration Consideration, without interest, for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (A) the Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that (B) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofthis Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (Terremark Worldwide Inc.)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Purchaser and the Surviving Corporation in any event within five business days thereafter, Parent shall cause the Exchange Agent to be mailed mail to each holder of record, as record of the Effective Time, shares of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), Company Common Stock whose Shares shares of Company Common Stock were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, Consideration pursuant to Section 2.01(a)(i) : (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 proper delivery of the Certificates to the Paying Exchange Agent and which shall be in such form and have such other provisions as Purchaser Parent and the Company may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter of transmittal, properly duly completed and duly executed in accordance with validly executed, and/or such other documents as may be reasonably required by the instructions theretoExchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration for each Share formerly represented by that such Certificateholder is entitled to receive pursuant to the provisions of this Article II , and the Book- Entry Share or Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of shares of Company Common Stock that is not registered in the surrender transfer records of the Certificates. If payment Company, a check for the proper amount of cash comprising the Merger Consideration is to shall be made issued to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that if, upon presentation to the Exchange Agent, such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer. In such case, the amount of any stock transfer and that or other similar Taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of such issuance or transfer to such other person requesting such payment shall have paid all transfer and other Taxes required by reason be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the issuance to a person other than the registered holder payment of the Certificate surrendered such Taxes, or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or exemption therefrom, is not applicablesubmitted. Until surrendered as contemplated by this Section 1.72.02(b), each Book- Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofpayable to holders of Company Common Stock pursuant to this Article II .
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger
Exchange Procedures. Promptly As soon as practicable after the Effective ------------------- Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of recordrecord of a Certificate, as other than Parent, Acquiror and any Subsidiary of the Effective TimeParent or Acquiror, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 actual delivery of the Certificates to the Paying Agent and shall be in such a form and have such other provisions as Purchaser Parent or Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaserthe Surviving Corporation, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly amount of cash into which the Shares theretofore represented by such CertificateCertificate shall have been converted pursuant to Section 2.5, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued will accrue on the cash payable upon the surrender of the Certificatesany Certificate. If payment of the Merger Consideration is to be made to a person or entity other than the person or entity in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person or entity requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.6, each Certificate (other than Certificates representing any Shares owned by Parent, Acquiror, any of their Subsidiaries or any Management Shareholder) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. Notwithstanding the foregoing, none of the Paying Agent, Parent, the Surviving Corporation or any party hereto shall be liable to a former shareholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company for six months after the Effective Time shall be delivered to the Surviving Corporation (including, without limitation, all interest and other income received by the Paying Agent in respect of all such funds). Thereafter, persons or entities who prior to the Merger held Shares shall look only to the Surviving Corporation (subject to the terms of this Agreement, abandoned property, escheat and other similar laws) as general creditors thereof with respect to any Merger Consideration for each Share in cash as contemplated that may be payable upon due surrender of the Certificates held by Section 1.6(b) hereofthem, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pine Holdings Inc), Agreement and Plan of Merger (Pulaski Furniture Corp)
Exchange Procedures. Promptly As soon as reasonably practicable, but ------------------- in no event more than five business days, after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b) 2.1 hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Purchaser Parent may reasonably specify) and (ii) instructions for use of such letter of transmittal in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Common Stock formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2. No interest shall be paid or will accrue on the Merger Consideration payable to holders of Certificates pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plato Holdings Inc), Agreement and Plan of Merger (Plato Holdings Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime but in no event more than three (3) business days thereafter, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b) 2.1 hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor and the Paying Agent shall promptly pay such person the Merger Consideration for each Share share of Company Common Stock formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Wolters Kluwer Us Corp)
Exchange Procedures. Promptly At or promptly after the Effective Time and in any event within two (2) business days after the Effective Time, Purchaser and the Surviving Corporation Parent shall mail or cause to be mailed to each holder of recordrecord of shares of Outstanding Company Capital Stock (the certificates evidencing such shares being referred to herein as a “Certificate” and, collectively, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into at the right to receive address set forth opposite each such holder’s name on the Merger ConsiderationPayment Spreadsheet, a letter of transmittal in substantially the form attached hereto as Exhibit B (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 Continental Stock Transfer and Trust Company (the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration“Exchange Agent”). Upon surrender of a Certificate for cancellation to the Paying Agent Exchange Agent, or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive from the Exchange Agent in exchange therefor therefor, a cash payment equal to the Merger Consideration for each Share formerly represented by to which such Certificateholder is entitled pursuant to Section 1.7(a), less the amounts withheld and disbursed in accordance with such Section 1.7(a) and less the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the amount of cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made deposited into the Escrow Fund on such holder’s behalf pursuant to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer Sections 1.7(a) and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable1.8(b). Until surrendered as contemplated by this Section 1.7so surrendered, each Certificate shall be deemed at any time outstanding after the Effective Time will be deemed for all corporate purposes to represent evidence only the right to receive the consideration set forth in Section 1.7(a). Any portion of the Merger Consideration which remains undistributed to the Stockholders six months after the Effective Time shall be delivered to Parent upon demand, and any Stockholders that have not complied with this Section 1.8(a) shall thereafter look only to Parent for each Share payment of their claim for the Merger Consideration. Neither Parent nor the Surviving Corporation shall be liable to any Stockholder for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by Stockholders three (3) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity (as defined in cash as contemplated Section 3.2(a)) shall become, to the extent permitted by Section 1.6(b) hereofapplicable law, the property of the Surviving Corporation, free and clear of any claims or interest of any person previously entitled thereto.
Appears in 2 contracts
Samples: Stock Exchange and Merger Agreement (Ivillage Inc), Stock Exchange and Merger Agreement (Leap Technology Inc / De)
Exchange Procedures. Promptly after the Effective Time, Purchaser Parent and the Surviving Corporation shall cause to be mailed 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 (the “"Certificates”"), whose Shares were converted pursuant to Section 1.6(b2.7(b) hereof into the right to receive the Merger Consideration, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime and in no event later than five (5) days thereafter, Purchaser and Parent will instruct the Surviving Corporation shall cause Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “Certificates”), whose Shares ) that were converted pursuant to Section 1.6(b2.1(a) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specifyspecify that are consistent with the terms of this Agreement), and (ii) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented Consideration, after giving effect to any tax withholdings required by such Certificateapplicable Law, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Company Common Stock that is not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to may be made to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the if such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance payment to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7so 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 surrender the Merger Consideration for each Share Consideration, in cash as contemplated by Section 1.6(b) hereofaccordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Medical Optics Inc), Agreement and Plan of Merger (Intralase Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “Certificates”"CERTIFICATES"), whose Shares shares were converted pursuant to Section 1.6(b) hereof 4.1 into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all any transfer and other Taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.74.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof4.2. The right of any shareholder to receive the Merger Consideration shall be subject to and reduced by any applicable withholding Tax obligation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Puerto Rican Cement Co Inc), Agreement and Plan of Merger (Cemex Sa De Cv)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each holder of record, as record of the Effective Time, of (i) a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “Certificates”) or (ii) uncertificated shares of Company Common Stock represented by book-entry (the “Uncertificated Shares”), whose Shares in each case, which at the Effective Time were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger ConsiderationConsideration pursuant to Section 3.1 hereof, (a) a letter of transmittal (which which, in the case of Certificates, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (b) instructions for use in effecting the surrender of the Certificates or Uncertificated Shares in exchange for the Merger Consideration. Upon (i) surrender of a Certificate Certificates for cancellation to the Paying Exchange Agent or to receipt of an “agent’s message” by the Exchange Agent (or such other agent or agents evidence, if any, of transfer as the Exchange Agent may be appointed by Purchaserreasonably request) in the case of a book-entry transfer of Uncertificated Shares, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions theretothereto and (ii) such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor the portion of the Merger Consideration for each Share formerly represented by to which such Certificateholder is entitled pursuant to Section 3.1, and the Certificate any Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition of to such payment that the (i) either such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer or such Uncertificated Share shall be properly transferred and that (ii) the person Person requesting such payment shall have paid all pay to the Exchange Agent any transfer and or other Taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the such Certificate surrendered or shall have established Uncertificated Share or establish to the satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.73.2(b), each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofupon such surrender.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Healthtronics, Inc.)
Exchange Procedures. Promptly after the Effective TimeTime but in no event more than three (3) Business Days thereafter, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which certificates that immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”"), whose Shares which shares were converted pursuant to Section 1.6(b) 2.1 hereof into the right to receive 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to subsection (e), below) for each Share share of Company Common Stock formerly represented by such CertificateCertificate , to be mailed within ten (10) Business Days of receipt of such Certificate and letter of transmittal, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment of the Merger Consideration that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate (other than those representing Dissenting Shares (as defined below)) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delco Remy International Inc), Agreement and Plan of Merger (Citigroup Inc)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of recordperson who was, as of at the Effective Time, a holder of a certificate or certificates, which immediately prior to the Effective Time represented outstanding record of Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right entitled to receive the Merger Consideration, Consideration pursuant to Section 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 Certificates certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender to the Paying Agent of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchasercancellation, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share amount of cash which such holder has the right to receive in respect of the Shares formerly represented by such CertificateCertificate pursuant to Section 2.01(a), and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Shares that is not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if the Certificate representing such Shares shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.02, 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 Merger Consideration for each Share in to which the holder of such Certificate is entitled pursuant to this Article II. No interest shall be paid or will accrue on any cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boca Resorts Inc), Agreement and Plan of Merger (Huizenga H Wayne)
Exchange Procedures. Promptly after the Effective Time, Purchaser and but in no event more than five (5) Business Days, the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates which immediately prior to the Effective Time represented issued and outstanding Shares shares of Common Stock (the “Certificates”), ) whose Shares shares were converted pursuant to Section 1.6(b) hereof 3.1 into the right to receive the Merger Consideration, Consideration (i) a letter of transmittal in customary form, mutually agreed to by the Company and the Parent (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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon After the Effective Time, upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaserthe Parent, together with such letter of transmittaltransmittal materials, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Common Stock formerly represented by such CertificateCertificate or Certificates, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will , and the holder of such Certificate shall be paid or accrued on promptly in exchange therefor cash in an amount equal to the cash payable upon Merger Consideration that such holder has the surrender of right to receive pursuant to the Certificatesprovisions hereof. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.73.6(b), neither the Parent nor the Purchaser shall be obligated to deliver the Merger Consideration to the holder of shares of Common Stock and, after the Effective Time, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofConsideration, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mobius Management Systems Inc), Agreement and Plan of Merger (Mobius Management Systems Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Parent or the Surviving Corporation shall cause the Depositary to be mailed mail to each holder of record, as record of the Effective Time, outstanding shares of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares Common Stock (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyDepositary) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserDepositary, together with such a letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoDepositary, the Depositary shall pay the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by in respect of such Certificate, less any required withholding taxes, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment any portion of the Merger Consideration is to be made paid to a person (as defined in the Exchange Act) (a "Person") other than the person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all pay to the Depositary any transfer and or other Taxes taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the Certificate surrendered such shares or shall have established establish to the satisfaction of the Surviving Corporation Depositary that such Tax either tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.75.2(b), each Certificate (other than Certificates representing Excluded Shares or Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofupon such surrender.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liqui Box Corp), Agreement and Plan of Merger (Davis Samuel B)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause to be mailed to each holder of recordperson who was, as of at the Effective Time, a holder of a certificate or certificates, which immediately prior to the Effective Time represented outstanding record of Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right entitled to receive the Merger Consideration, Consideration pursuant to Section 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 Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates certificates evidencing such Shares (the “Certificates”) or the non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration. Upon (A) surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaserfor cancellation, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, or (B) receipt by the Paying Agent of an “agent’s message” in the case of Book-Entry Shares, and, in each case, such other documents as may be required pursuant to such instructions, the holder of such Certificate Shares shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by which such Certificateholder has the right to receive pursuant to the provisions of this Article II, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Shares that is not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to may be made to a person other than the person in whose name the Certificate or Book-Entry Shares so surrendered are registered if the Certificate is registered, it or Book-Entry Shares representing such Shares shall be a condition of payment that presented to the Certificate so surrendered shall Paying Agent, accompanied by all documents required to evidence and effect such transfer or otherwise be properly endorsed or shall be otherwise in proper form for transfer transfer, and that the person requesting such payment shall have paid all pay any fiduciary or surety bonds or any transfer and or other Taxes required solely by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established Book-Entry Shares or establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.02, each Certificate or Book-Entry Share shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each to which the holder of such Certificate or Book-Entry Share in is entitled pursuant to this Article II. No interest shall be paid or will accrue on any cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Psychiatric Solutions Inc), Agreement and Plan of Merger (Universal Health Services Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), Certificate whose Shares were converted pursuant to Section 1.6(b) hereof 4.1 into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with a duly executed copy of such letter of transmittal, properly completed transmittal and duly executed in accordance compliance with the instructions theretoall such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, without interest thereon, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has all transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered have been paid or is are not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.74.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof4.2. No interest will accrue or be paid in respect of the Merger Consideration payable upon surrender of a Certificate or otherwise.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Simrad Yachting As), Agreement and Plan of Merger (Lowrance Electronics Inc)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive the Common Stock Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Common Stock Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Common Stock Merger Consideration for each Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Common Stock Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Common Stock Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Common Stock Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orbitz Inc), Agreement and Plan of Merger (Cendant Corp)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed 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 (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Safenet Inc), Agreement and Plan of Merger (Safenet Inc)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed 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 (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Electronics Inc), Agreement and Plan of Merger (Linear LLC)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation ------------------- Paying Agent shall cause to be mailed mail to each holder of record, as record of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”"), ------------ whose Shares shares were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person (as hereinafter defined) other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofConsideration, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lee Sara Corp), Agreement and Plan of Merger (Lee Sara Corp)
Exchange Procedures. Promptly after the Effective Time, Purchaser and but in any event not more than the Surviving Corporation fifth (5th) Business Day after the Effective Time, Parent shall cause the Paying Agent to be mailed mail or otherwise deliver to each holder of record, as of the Effective Time, record of a certificate Certificate or certificates, Book Entry Shares representing Shares which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b3.1(c), (i) hereof into the right to receive the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passShares, only upon proper delivery of the Certificates such Certificate to the Paying Agent, or receipt by the Paying Agent and of an “agent’s message” with respect to Book Entry Shares, which letter shall be in such form and have such other provisions as Purchaser may reasonably specifyParent and the Company shall mutually agree) and (ii) instructions for use in effecting the surrender of the Certificates each such Certificate or Book Entry Shares in exchange for payment of the total amount of Merger ConsiderationConsideration that such holder is entitled to receive pursuant to this Agreement. Upon surrender of a Certificate for cancellation or Book Entry Shares to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents reasonably requested by the instructions thereto, Paying Agent the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to subsection (e) of this Section 3.2) for each Share formerly represented by such CertificateCertificate or Book Entry Shares, and the Certificate or Book Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of any portion of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate or transferred Book Entry Shares is registered, it shall be a condition of payment of such Merger Consideration that either (i) the 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, in each case, as determined by the Paying Agent and that as set forth in the person letter of transmittal and related instructions and (ii) the Person requesting such payment shall have paid all transfer and other Taxes to the Paying Agent in advance any Tax required by reason of the issuance payment of such Merger Consideration to a person Person other than the registered holder of the Certificate or Book Entry Shares surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.73.2, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive receive, in cash, the Merger Consideration for each Share in cash formerly represented by such Certificate or Book Entry Share as contemplated by this Section 1.6(b) hereof3.2. No interest will be paid or accrue upon the cash payable upon the surrender of Certificates.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EQT Corp), Agreement and Plan of Merger (Trans Energy Inc)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation IPC or its appointed designee shall cause to be mailed 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 certificates of Company Common Stock (the “"Company Certificates”), ") whose Shares were shares are converted pursuant to Section 1.6(b) hereof into the right to receive the Merger ConsiderationShares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall passpass to IPC, only upon proper delivery of the Company Certificates to the Paying Agent IPC and which shall be in such form and have such other provisions as Purchaser IPC may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger ConsiderationShares and any dividends or other distributions pursuant to Section 2.6(e). Upon surrender of a Certificate Company Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserIPC, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, the holder holders of such Certificate Company Certificates shall be entitled to receive the Merger Shares in exchange therefor the Merger Consideration for each Share formerly represented by such Certificateand any dividends or distributions payable pursuant to Section 2.6(e), and the Certificate Company Certificates so surrendered shall forthwith be cancelledcanceled. No interest Until so surrendered, outstanding Company Certificates will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer deemed from and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time Time, for all corporate purposes, subject to represent only Section 2.8, to evidence the right ownership of the number of full shares of IPC Common Stock into which such shares of the Company Common Stock shall have been so converted and any dividends or distributions payable pursuant to Section 2.6(e). Notwithstanding the foregoing, if any Company Certificate is lost, stolen, destroyed or mutilated, such holder shall provide evidence reasonably satisfactory to IPC as to such loss, theft, destruction or mutilation and an affidavit in form and substance satisfactory to IPC, and, thereupon, such holder shall be entitled to receive the Merger Consideration for each Share Shares in cash as contemplated by exchange therefor and any dividends or distributions payable pursuant to Section 1.6(b) hereof2.6(e), and the Company Certificates so surrendered shall forthwith be canceled.
Appears in 2 contracts
Samples: Agreement and Plan of Merger Execution (Irvine Pacific Corp), Agreement and Plan of Merger (Imedia International Inc)
Exchange Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “Certificates”), whose Shares shares were converted pursuant to Section 1.6(b) 1.7 hereof into the right to receive 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to subsection (e) below) for each Share share of Company Common Stock formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.71.8, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof1.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lindsay Corp), Agreement and Plan of Merger (Elecsys Corp)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed 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 (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with such a duly executed letter of transmittal, properly completed and duly executed in accordance with transmittal prior to the instructions theretoElection Deadline, the holder of such Certificate shall be entitled to receive promptly, but in no event later than fifteen (15) Business Days following the Effective Time in exchange therefor a certificate representing that number of whole Parent Shares and/or cash which such holder has the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is right to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established receive pursuant to the satisfaction provisions of the Surviving Corporation that such Tax either has been paid or is not applicablethis Article II (after giving effect to any required withholding tax). Until surrendered as contemplated by this Section 1.72.2(f), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration and unpaid dividends and distributions thereon, if any, as provided in this Article II. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the Certificate is registered, it shall be a condition to such payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for each Share transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond, in cash such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will deliver, in exchange for such lost, stolen or destroyed Certificate, the proper amount of the Merger Consideration as if such Certificates were properly surrendered in accordance herewith, together with any unpaid dividends and distributions on any such Parent Shares, as contemplated by Section 1.6(b) hereofthis Article II and such Certificate shall thereafter be deemed to have been properly surrendered for all purposes hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capital Title Group Inc), Agreement and Plan of Merger (Landamerica Financial Group Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), Certificate whose Shares were shares are converted pursuant to Section 1.6(b2.01(b) hereof into the right to receive the Merger Consideration, Consideration per share of Company Stock represented thereby (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 Paying Agent and shall be in such form and have such other provisions as Purchaser the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration per share of Company Stock represented thereby. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed and transmittal duly executed and completed in accordance with the instructions theretoits terms, the holder of such Certificate shall be entitled to receive in exchange therefor cash equal to the Merger Consideration for each Share per share multiplied by the number of shares of Company Stock formerly represented by such Certificate, which such holder has the right to receive pursuant to the provisions of this Article II, payable by check and the Certificate so surrendered shall forthwith be cancelledcanceled. No In no event shall the holder of any Certificate be entitled to receive interest will on any funds to be paid or accrued on received in the cash payable upon Merger. In the surrender event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Certificates. If payment of Company, a check representing the Merger Consideration is to per share of Company Stock represented thereby may be made issued to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that transferee if the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for representing such Company Stock is presented to the Paying Agent accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment shall any applicable stock transfer taxes have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 1.72.03(b), each Certificate (other than for Dissenting Shares and Excluded Shares) shall be deemed at any time all times after the Effective Time and for all corporate purposes of the Surviving Corporation, to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash per share of Company Stock represented thereby as contemplated by Section 1.6(bthis Article II, including as limited by paragraphs (c), (e) hereofand (h) below.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FMFG Ownership, Inc.), Agreement and Plan of Merger (First Montauk Financial Corp)
Exchange Procedures. Promptly after At the Reorganization Effective Time, Purchaser and the Surviving Corporation Company shall cause to be mailed to each holder of record, as of make the Effective Time, of a certificate or certificates, which immediately prior Reorganization Merger Consideration available to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions Team Converting Holders for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoterms and conditions of this Agreement. At the Reorganization Effective Time, upon surrender to the Company by a Team Converting Holder of Team Certificates representing the number of Team Common Shares held by such holder, together with a duly executed and completed Transmittal Letter and such other documentation evidencing such holder’s ownership of such Team Common Shares as may reasonably be requested by the Company, such holder of such Certificate Team Certificates shall be entitled to immediately receive in exchange therefor the portion of the Reorganization Merger Consideration for each Share formerly (less any required withholding Taxes) to which such holder is entitled pursuant to this Article 1 in respect of the Team Common Shares represented by such Team Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.71.05, each Team Certificate shall be deemed upon and at any time after the Reorganization Effective Time to represent only the right to receive the appropriate amount of the Reorganization Merger Consideration without interest as provided in this Article 1. If any portion of the Reorganization Merger Consideration is to be paid to a Person other than the Person in whose name the Team Certificate is registered, it shall be a condition to such payment that the Team Certificate so surrendered shall be properly endorsed or otherwise be in proper form for each Share transfer and that the Person requesting such payment shall pay to the Company, on behalf of the Surviving Corporation, any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Team Certificate or establish to the satisfaction of the Company that such Tax has been paid or is not payable. If any Team Certificate shall have been lost, stolen or destroyed, upon (i) the making of an affidavit of that fact and (ii) providing to the Surviving Corporation a personal indemnity against any claim that may be made against the Surviving Corporation or the Company with respect to such Team Certificate by the Person claiming such Team Certificate to be lost, stolen or destroyed, the Company will deliver in cash exchange for such lost, stolen or destroyed Team Certificate, the appropriate amount of Reorganization Merger Consideration, as contemplated by Section 1.6(b) hereofthis Article 1.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Erie Shores Emergency Physicians, Inc.), Agreement and Plan of Merger (Team Health Inc)
Exchange Procedures. Promptly Immediately after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of recordany outstanding Certificate which, as prior thereto, represented shares of Common Stock and each holder of an Option shall, upon surrender and delivery to the Buyer of such Certificate, in the case of Common Stock, and properly executed exercise and sale notice, in the case of an Option, be entitled to receive on the day of surrender (if surrendered on the day of the Effective Time, ) or the next Business Day following surrender (if surrendered after the day of a certificate or certificates, which immediately prior the Effective Time) the Closing Consideration (less the portion thereof delivered to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bEscrow Agent) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly share of Common Stock represented by such CertificateCertificate so surrendered, and the Certificate Option Consideration in the case of each Option with respect to which an exercise and sale notice is so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatesdelivered. If payment of the Merger Closing Consideration is to be made paid to a person any Person other than the person Person in whose name the Certificate surrendered Certificate in exchange therefor is registered, it shall be a condition of payment to such exchange that the Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment exchange shall have paid all pay to the Buyer any transfer and or other Taxes taxes required by reason of the issuance payment of such consideration to a person Person other than the registered holder of the Certificate surrendered surrendered, or shall have established establish to the reasonable satisfaction of the Surviving Corporation Buyer that such Tax either tax has been paid or is not applicable. Subsequent to the Effective Time, there shall be no further transfer on the records of the Company of Certificates and, if Certificates are presented to the Company for transfer, they shall be canceled against delivery of the Closing Consideration as provided for herein. Until surrendered as contemplated by this Section 1.73.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash Closing Consideration, as contemplated by Section 1.6(b) hereof3.1(a). No interest will be paid or will accrue on any cash payable as Closing Consideration or Option Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fleming Companies Inc /Ok/), Agreement and Plan of Merger (Core Mark International Inc)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause the Exchange Agent to be mailed to each holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior mail to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, a letter former stockholders of FCB 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 FCB Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Paying Agent and shall be Exchange Agent). After completion of the allocation procedure set forth in such form and have such other provisions as Purchaser may reasonably specifySection 3.1(c)(5) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon upon surrender of a Certificate certificate or certificates for exchange and cancellation to the Paying Exchange Agent or (such shares to such other agent or agents as may be appointed by Purchaserfree and clear of all liens, claims and encumbrances), together with such a properly executed letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate certificate or certificates shall be entitled to receive in exchange therefor therefore: (a) a certificate representing that number of whole shares of ANB Common Stock which such holder of FCB Common Stock became entitled to receive pursuant to the Merger Consideration for each Share formerly represented by provisions of Article 3 hereof and (b) a check representing the aggregate cash consideration, if any, which such Certificateholder has the right to receive pursuant to the provisions of Article 3 hereof, and the Certificate certificate or certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, any cash in lieu of fractional shares, or any unpaid dividends and distributions, if any, payable upon to holders of certificates for FCB Common Stock. The Surviving Corporation shall not be obligated to deliver the surrender consideration to which any former holder of the Certificates. If payment FCB Common Stock is entitled as a result of the Merger Consideration is to be made to a person other than until such holder surrenders his certificate or certificates representing the person shares of FCB Common Stock for exchange as provided in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate this Section 4.1. The certificate or certificates for FCB Common Stock so surrendered shall be properly duly endorsed or as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither the Surviving Corporation, ANB nor the Exchange Agent shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance liable to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been FCB Common Stock for any amounts paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at property delivered in good faith to a public official pursuant to any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofapplicable abandoned property Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Florida Choice Bankshares, Inc.), Agreement and Plan of Merger (Alabama National Bancorporation)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”"), whose Shares were converted pursuant to Section 1.6(b) hereof 2.01 into the right to receive 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 Paying Exchange Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Purchaser Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to and such other agent or agents documents as may be appointed reasonably by Purchaserrequired by the Exchange Agent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Until surrendered as contemplated by this Section 1.72.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.02.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Official Payments Corp), Agreement and Plan of Merger (Tier Technologies Inc)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed 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 (the “Certificates”"CERTIFICATES"), whose Shares were converted pursuant to Section 1.6(b1.4(b) hereof into the right to receive the Merger Consideration and the Distribution Consideration, 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 Paying Transfer Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration and the Distribution Consideration to be received by each stockholder. Upon surrender of a Certificate for cancellation to the Paying Transfer Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration and the Distribution Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration and the Distribution Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes (as defined herein) required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax (as defined herein) either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.71.5, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration and the Distribution Consideration for each Share in cash as contemplated by Section 1.6(b1.4(b) hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lone Star Steakhouse & Saloon Inc), Agreement and Plan of Merger (Coulter Jamie B)
Exchange Procedures. Promptly after the Effective Time, Purchaser DCNA and the Surviving Corporation shall cause to be mailed 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 (the “"Certificates”"), whose Shares were converted pursuant to Section 1.6(b2.7(b) hereof into the right to receive the Merger Consideration, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser DCNA may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by PurchaserDCNA, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Detroit Diesel Corp), Agreement and Plan of Merger (Daimlerchrysler North America Holding Corp)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Purchaser and but in no event more than five (5) Business Days after the Surviving Corporation Effective Time, Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, Certificate representing Shares which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b3.1(c) hereof into the right to receive 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 each Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates each such Certificate in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as the instructions theretoPaying Agent may reasonably require, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to subsection (e) of this Section 3.2) for each Share formerly represented by such Certificate, to be mailed within ten (10) Business Days of receipt of such Certificate and letter of transmittal by the Paying Agent, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment of the Merger Consideration that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other Taxes any Tax required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.73.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof3.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Burlington Coat Factory Warehouse Corp), Agreement and Plan of Merger (COHOES FASHIONS of CRANSTON, Inc.)
Exchange Procedures. Promptly As soon as reasonably practicable ------------------- after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Depositary to be mailed mail to each holder of record, as of the Effective Time, of record a certificate Certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares Certificates (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyDepositary) (the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserDepositary, together with such letter Letter of transmittalTransmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoDepositary, the Depositary shall pay the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by in respect of such Certificate, less any required withholding taxes, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment any portion of the Merger Consideration is to be made paid to a person (as defined in the Exchange Act) (a "Person") other than the person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all pay to the Depositary any transfer and or other Taxes taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the Certificate surrendered such shares or shall have established establish to the satisfaction of the Surviving Corporation Depositary that such Tax either tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.75.2, each Certificate (other than Certificates representing Dissenting Shares) or Shares to be canceled pursuant to Section 5.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofupon such surrender.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
Exchange Procedures. Promptly As promptly as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation shall cause the Paying Agent to be mailed 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 Public Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bother than any Dissenting Shares) hereof into the right to receive 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 Certificates, if any, shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Agent and which shall otherwise be in such customary form reasonably satisfactory to the Company and have such other provisions as Purchaser may reasonably specifyPurchaser) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Share Exchange Consideration. Upon Each holder of record of Public Shares shall, (x) upon surrender of a Certificate for cancellation to the Paying Agent or to of any such other agent or agents as may be appointed by PurchaserCertificate, together with such letter of transmittal, properly completed duly executed, and duly executed such other documents as may reasonably be required by the Paying Agent, or (y) upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in accordance with the instructions theretocase of a book-entry transfer of Uncertificated Shares, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly amount of cash which the number of Public Shares previously represented by such CertificateCertificate or the Uncertificated Shares, as applicable, shall have been exchanged for the right to receive pursuant to Section 4.1(b), without any interest thereon and less any required withholding of Taxes, and the any Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Public Shares which is not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Share Exchange Consideration is to may be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered or the Uncertificated Shares so transferred is registered if any such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all pay any fiduciary or surety bonds or any transfer and or other similar Taxes required by reason of the issuance payment of the Share Exchange Consideration to a person Person other than the registered holder of the such Certificate surrendered or shall have established Uncertificated Shares or establish to the reasonable satisfaction of the Surviving Corporation Purchaser that such Tax either has been paid or is not applicable. Until surrendered or transferred as contemplated by this Section 1.74.2(b), each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Share Exchange Consideration for each Share which the holder thereof has the right to receive in cash as contemplated by Section 1.6(b) hereofrespect of such Certificate or Uncertificated Shares pursuant to this Article IV.
Appears in 2 contracts
Samples: Agreement and Plan (Res Care Inc /Ky/), Agreement and Plan of Share (Res Care Inc /Ky/)
Exchange Procedures. Promptly As promptly as practicable after the Effective TimeTime (and in any event, Purchaser and the Surviving Corporation within three (3) Business Days thereafter), Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time certificates that represented outstanding Shares (the “Certificates”), whose which Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates (if any) shall pass, only upon proper delivery of the such Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, and shall otherwise be in such customary form and have such other provisions as Purchaser Parent or the Paying Agent may reasonably specify; and (ii) and instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate Certificates (or effective affidavits of loss in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such and upon delivery of a letter of transmittal, properly completed and duly executed and in accordance proper form, with the instructions theretorespect to such Certificates, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate Certificates. Any Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be The Merger Consideration paid or accrued on the cash payable upon the surrender for exchange of the Certificates shall be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and that the person requesting such payment shall have paid all any transfer and or other similar Taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate so surrendered or shall have established to the satisfaction of the Surviving Corporation Paying Agent that such Tax Taxes either has have been paid or are not payable. Any holder of non-certificated Shares represented by book-entry (“Book-Entry Shares”) shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is not applicableentitled to receive pursuant to this Article II. In lieu thereof, each registered holder of one or more Book-Entry Shares shall automatically upon the Effective Time be entitled to receive, and the Surviving Company shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after the Effective Time (and in any event, within three (3) Business Days thereafter), the Merger Consideration payable for each such Book-Entry Share. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.7hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofthis Agreement. No interest shall be paid or shall accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Highway or its appointed designee shall cause to be mailed 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 certificates of Company Common Stock (the “"Company Certificates”), ") whose Shares were shares are converted pursuant to Section 1.6(b) hereof into the right to receive the Merger ConsiderationShares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall passpass to Highway, only upon proper delivery of the Company Certificates to the Paying Agent Highway and which shall be in such form and have such other provisions as Purchaser Highway may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger ConsiderationShares and any dividends or other distributions pursuant to Section 2.7(b). Upon surrender of a Certificate Company Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserHighway, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, the holder holders of such Certificate Company Certificates shall be entitled to receive the Merger Shares in exchange therefor the Merger Consideration for each Share formerly represented by such Certificateand any dividends or distributions payable pursuant to Section 2.7(b), and the Certificate Company Certificates so surrendered shall forthwith be cancelledcanceled. No interest Until so surrendered, outstanding Company Certificates will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer deemed from and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time Time, for all corporate purposes, subject to represent only Section 2.9, to evidence the right ownership of the number of full shares of Highway Common Stock into which such shares of the Company Common Stock shall have been so converted and any dividends or distributions payable pursuant to Section 2.7(b). Notwithstanding the foregoing, if any Company Certificate is lost, stolen, destroyed or mutilated, such holder shall provide evidence reasonably satisfactory to Highway as to such loss, theft, destruction or mutilation and an affidavit in form and substance satisfactory to Highway, and, thereupon, such holder shall be entitled to receive the Merger Consideration for each Share Shares in cash as contemplated by exchange therefor and any dividends or distributions payable pursuant to Section 1.6(b) hereof2.7(b), and the Company Certificates so surrendered shall forthwith be canceled.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Highway One Oweb Inc), Agreement and Plan of Merger (Highway One Oweb Inc)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each holder of record, as record of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose other than holders of Excluded Shares were converted pursuant to Section 1.6(band Dissenting Shares) hereof into the right to receive the Merger Consideration, (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 proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall Exchange Agent, such letter of transmittal to be in such form and have such other customary provisions as Purchaser Parent may reasonably specify, and (ii) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration as contemplated by this ARTICLE IV. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, and such other documents as may be reasonably requested by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount (after giving effect to any required tax withholdings) of cash equal to the amount of Merger Consideration for each Share formerly into which the number of Shares previously represented by such Certificate, Certificate shall have been converted pursuant to Section 4.1(a) and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued will accrue on the cash any amount payable upon the due surrender of the Certificates. If payment In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the Merger Consideration is to may be made issued to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that transferee if the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment shall any applicable stock transfer taxes have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 1.74.2(b), each Certificate (other than those representing Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biomet Inc), Agreement and Plan of Merger (Interpore International Inc /De/)
Exchange Procedures. Promptly As soon as rea- sonably practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”"CERTIFICATES"), whose Shares were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive the Merger Consideration, 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 receipt of the Certificates to by the Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2. The right of any stockholder to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Extendicare Inc /Can/), Agreement and Plan of Merger (Arbor Health Care Co /De/)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Exchange Agent shall cause to be mailed provide to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates or other instrument or instruments (the "CERTIFICATES") which immediately prior to the Effective Time represented issued and outstanding Shares shares of Company Common Stock (the “Certificates”other than shares to be retired in accordance with Section 2.8(b)), whose Shares were converted pursuant to Section 1.6(b(i) hereof into the right to receive the Merger Consideration, a letter Letter of transmittal Transmittal (which shall be upon customary terms and may specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyExchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter Letter of transmittalTransmittal, properly completed and duly executed in accordance with the Letter of Transmittal and the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the Exchange Agent shall pay the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by in respect of such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatesretired and shall cease to exist. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person registered holder of the shares of Company Common Stock represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all pay to the Exchange Agent any transfer and or other Taxes taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the Certificate surrendered such shares or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such Tax either tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.72.9, each Certificate (other than Certificates representing Dissenting Shares or shares of Company Common Stock to be retired pursuant to Section 2.8(b)) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofupon such surrender.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rental Service Corp), Agreement and Plan of Merger (Rental Service Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation or Parent shall cause the Paying Agent to be mailed mail or personally deliver to each holder of record, as of the Effective Time, record (or his or her attorney-in-fact) of a certificate Certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares shares of Company Common Stock were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger ConsiderationConsideration pursuant to Section 2.11(a), (i) a letter of transmittal (which shall (A) include an accompanying IRS Form W-9 (or substitute IRS Form W-9) and IRS Form W-8BEN, (B) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent, and shall (C) be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon After the Effective Time and upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed and duly executed and completed in accordance with the instructions thereto, and such other documents as reasonably may be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by to which such Certificateholder is entitled pursuant hereto, and the Certificate so surrendered shall forthwith be cancelledcanceled and the Merger Consideration shall be sent promptly to such holder. No interest will accrue or be paid or accrued on the cash payable with respect to any Merger Consideration to be delivered upon the surrender of the Certificates. If the payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and that (y) the person Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered surrendered, or required for any other reason relating to such holder or requesting Person, or shall have established to the satisfaction of the Surviving Corporation Parent and MergerSub that such Tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.72.12, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofto which the holder of such Certificate is entitled pursuant hereto, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Galaxy Dream Corp), Agreement and Plan of Merger (Rc2 Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Exchange Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”shares of Company Common Stock, other than shares to be canceled or retired in accordance with Section 2.8(b), whose Shares were converted pursuant to Section 1.6(b(i) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyExchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, the Exchange Agent shall pay the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by in respect of such Certificate, and the Certificate so surrendered shall forthwith be cancelledcanceled. No In no event shall the holder of any Certificate be entitled to receive interest will be paid or accrued on the cash payable upon the surrender of the Certificatesany Merger Consideration received. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all pay to the Exchange Agent any transfer and or other Taxes taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the Certificate surrendered such shares or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such Tax either tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.72.9, each Certificate (other than Certificates representing Dissenting Shares or shares of Company Common Stock to be canceled pursuant to Section 2.8(b)) shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon the surrender of such Certificate, the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Host Marriott Services Corp), Agreement and Plan of Merger (Autogrill Acquisition Co)
Exchange Procedures. Promptly As soon as reasonably practicable after the ------------------- Effective Time, Purchaser and the Surviving Corporation Exchange Agent shall cause to be mailed 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 (the “"Certificates”"), whose Shares were converted pursuant to Section 1.6(b2.7(b) hereof into the right to receive the Merger Consideration, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaserthe Parent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a Parent Certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to Section 2.7(b), (ii) any cash included in the Merger Consideration Consideration, (iii) certain dividends or other distributions in accordance with Section 2.8(g) and (iv) cash in lieu of any fractional share in accordance with Section 2.8(h) for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment the issuance of the Merger Consideration is to be made to a person Person (as hereinafter defined) other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment exchange that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment exchange shall have paid all transfer and other Taxes (as hereinafter defined) required by reason of the issuance to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aluminum Co of America), Alumax Inc
Exchange Procedures. Promptly As promptly as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed 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 (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Uncertificated Shares shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Agent and which shall otherwise be in such form and have such other provisions as Purchaser Parent may reasonably specifyspecify and the form of which the Company has approved (such approval not to be unreasonably withheld, delayed or conditioned)) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Consideration. Upon Each holder of record of Shares shall, (x) upon surrender of a Certificate for cancellation to the Paying Agent or to of such other agent or agents as may be appointed by PurchaserCertificate, together with such letter of transmittal, properly duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, or (y) upon receipt of a duly completed and validly executed letter of transmittal and such other documents as may reasonably be required by the Paying Agent in accordance with the instructions theretocase of a book-entry transfer of Uncertificated Shares, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of Merger Consideration for each Share formerly that the number of Shares previously represented by such CertificateCertificate or the Uncertificated Shares, as applicable, shall have been converted into the right to receive pursuant to Section 3.01(c), and the any Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Shares which are not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to may be made to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that registered if (x) the Certificate so surrendered shall be tendered is properly endorsed or shall be is otherwise in proper form for transfer of transfer, and that (y) the person Person requesting such payment shall have has paid all transfer and other Taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered tendered, or required for any other reason relating to such holder or requesting Person, or shall have established to the satisfaction of the Surviving Corporation Parent and Merger Sub that such Tax either has been paid or is not applicablerequired to be paid. Payment of the Merger Consideration with respect to Uncertificated Shares shall only be made to the Person in whose name such Uncertificated Shares are registered. Until surrendered or transferred as contemplated by this Section 1.73.02(b), each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share that the holder thereof has the right to receive in respect of such Certificate or Uncertificated Shares pursuant to this Article III. No interest shall be paid or will accrue on any cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Orthovita Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective TimeTime but in no event more than three business days thereafter, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b) hereof 2.1 hereto into the right to receive 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to subsection (e) below) for each Share share of Company Common Stock formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. For purposes of this Agreement, the term "Person" shall mean an individual, corporation, partnership, limited liability company, joint venture, association, trust, estate, unincorporated organization or other entity. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2.
Appears in 2 contracts
Samples: Agreement and Plan (Accor Sa /Fi), Agreement and Plan of Merger (Red Roof Inns Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”shares of Company Common Stock, other than shares to be canceled in accordance with Section 2.8(b), whose Shares were converted pursuant to Section 1.6(b(i) hereof into the right to receive the Merger Consideration, a letter Letter of transmittal 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyExchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter Letter of transmittalTransmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, the Exchange Agent shall pay the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by in respect of such Certificate, less any required withholding taxes, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all pay to the Exchange Agent any transfer and or other Taxes taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the Certificate surrendered such shares or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such Tax either tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.72.9, each Certificate (other than Certificates representing Dissenting Shares (as defined below) or shares of Company Common Stock to be canceled pursuant to Section 2.8(b)) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofupon such surrender.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Koninklijke Numico Nv), Agreement and Plan of Merger (CDD Partners LTD Et Al)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Common Stock (the “Certificates”), ) whose Shares shares were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person (as hereinafter defined) other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofConsideration, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eagle Supply Group Inc), Agreement and Plan of Merger (Gulfside Supply, Inc.)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of recordperson who was, as of at the Effective Time, a holder of a certificate or certificates, which immediately prior to the Effective Time represented outstanding record of Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right entitled to receive the Merger Consideration, Consideration pursuant to Section 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 Certificates certificates evidencing such Shares (the "CERTIFICATES") shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender to the Paying Agent of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchasercancellation, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share amount of cash which such holder has the right to receive in respect of the Shares formerly represented by such CertificateCertificate pursuant to Section 2.01(a), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Shares that is not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if the Certificate representing such Shares shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.02, 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 Merger Consideration for each Share in to which the holder of such Certificate is entitled pursuant to this Article II. No interest shall be paid or will accrue on any cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prime Hospitality Corp), Agreement and Plan of Merger (Prime Hospitality Corp)
Exchange Procedures. Promptly (and in any event within five (5) Business Days) after the Effective Time, Purchaser and the Surviving Corporation Buyer shall cause the Exchange Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares Certificate (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent Exchange Agent, and which shall be in such form and shall have such other provisions as Purchaser the Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration payable with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be requested by the Exchange Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by that such Certificateholder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith immediately be cancelled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of shares of Company Common Stock that is not registered in the surrender transfer records of the Certificates. If payment of Company, the Merger Consideration is to may be made paid to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that if such Certificate is presented to the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment shall any applicable stock transfer taxes have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. As used in this Agreement, “Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity, including a Governmental Entity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Idx Systems Corp), Agreement and Plan of Merger (General Electric Co)
Exchange Procedures. Promptly (and in any event within three (3) Business Days) after the Effective Time, Purchaser and the Surviving Corporation Buyer shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares Certificate (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent Agent, and which shall be in such form and shall have such other provisions as Purchaser the Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration payable with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be requested by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by that such Certificateholder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith immediately be cancelled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of shares of Company Common Stock that is not registered in the surrender transfer records of the Certificates. If payment of Company, the Merger Consideration is to may be made paid to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that if such Certificate is presented to the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment shall any applicable stock transfer taxes have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share and the amount of dividends with a record date prior to the date of the Effective Time to which the holder of shares represented by such Certificate is entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. As used in cash as contemplated by Section 1.6(b) hereofthis Agreement, “Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity, including a Governmental Entity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Vital Signs Inc)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as record (other than Parent or any direct or indirect wholly-owned subsidiary of the Effective Time, Parent) of a certificate or certificates, which certificates that immediately prior to the Effective Time represented outstanding Shares shares of Common Stock (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b(i) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such a form and have such other provisions as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the Paying Agent shall pay, the Merger Consideration for each Share share of Common Stock formerly represented evidenced by such Certificate, and the such Certificate so surrendered shall forthwith thereupon be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registeredregistered on the stock transfer books of the Company, it shall be a condition of payment to the holder of a Certificate that the Certificate so surrendered shall it be endorsed properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered thereof or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 1.73.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in into which the shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01(a). No interest will be paid or will accrue on the cash as contemplated by Section 1.6(b) hereofpayable upon the surrender of any Certificate.
Appears in 2 contracts
Samples: Merger Agreement (Ford Motor Co), Merger Agreement (Ford Motor Co)
Exchange Procedures. Promptly after following the Effective TimeTime (but in no event later than the third business day thereafter), Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate Certificate or certificates, which immediately prior to the Effective Time represented outstanding Company Book-Entry Shares (the “Certificates”), whose Shares shares were converted into the Merger Consideration pursuant to Section 1.6(b2.1, (i) hereof into the right to receive the Merger Consideration, 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 or Company Book-Entry Shares, upon adherence to the Paying Agent procedures set forth in the letter of transmittal and shall be in such form and have such other provisions as Purchaser Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Company Book-Entry Shares in exchange for the Merger ConsiderationConsideration into which the number of shares of Company Common Stock previously represented by such Certificate or Company Book-Entry Shares shall have been converted into the right to receive pursuant to this Agreement (which instructions shall provide that, at the election of the surrendering holder, Certificates and letters of transmittal (and any related documentation) may be surrendered, and the Merger Consideration in exchange therefor collected, by hand delivery). Upon Each former stockholder of the Company, upon surrender of a Certificate for cancellation to the Paying Agent of a Certificate or to such other agent or agents Company Book-Entry Share, as may be appointed by Purchaserapplicable, together with such a letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the holder of such Certificate Paying Agent, shall be entitled to receive a check in exchange therefor an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 2.2(k)) equal to the aggregate amount of Merger Consideration for each Share formerly into which such holder’s shares of Company Common Stock represented by such Certificateholder’s properly surrendered Certificates or Company Book Entry Shares, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person as applicable, were converted in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicableaccordance with this Article II. Until surrendered as contemplated by this Section 1.72.2, each Certificate or Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofthis Article II. No interest will be paid or will accrue on any cash payable to holders of Certificates or Company Book-Entry Shares under the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centennial Communications Corp /De), Agreement and Plan of Merger (At&t Inc.)
Exchange Procedures. Promptly As soon as practicable after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of recordan outstanding certificate or certificates which prior thereto represented CTPI Shares shall, upon surrender to the Paying Agent of such certificate or certificates and acceptance thereof by the Paying Agent, be entitled to a certificate representing that number of whole shares of Surviving Corporation Common Stock or Surviving Corporation Series B Preferred Stock, as applicable, which the aggregate number of the Effective Time, of a CTPI Shares previously represented by such certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were certificates surrendered shall have been converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, a letter pursuant to Section 1.9 of transmittal this Agreement (which shall specify that delivery shall be effected, and risk of loss and title with respect to the Certificates Surviving Corporation Common Stock as provided in Section 1.10(f) below). The Paying Agent shall pass, only accept such certificates upon proper delivery of the Certificates to compliance with such reasonable terms and conditions as the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in impose to effect an orderly exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed thereof in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in its normal exchange therefor practices. If the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid (or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration any portion thereof) is to be made delivered to a any person other than the person in whose name the certificate or certificates representing CTPI Shares surrendered Certificate in exchange therefor is registered, it shall be a condition of payment to such exchange that the Certificate certificate or certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment exchange shall have paid all pay to the Paying Agent any transfer and or other Taxes taxes required by reason of the issuance payment of such consideration to a person other than the registered holder of the Certificate surrendered certificate(s) surrendered, or shall have established establish to the satisfaction of the Surviving Corporation Paying Agent that such Tax either tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of CTPI or its transfer agent of certificates representing CTPI Shares and if such certificates are presented to CTPI for transfer, they shall be canceled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.71.10(b), each Certificate certificate representing CTPI Shares (other than certificates representing treasury shares to be canceled in accordance with Section 1.9(c) and Dissenting Shares), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash Consideration, without any interest thereon, as contemplated by Section 1.6(b) hereof1.9.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Franklin Capital Corp), Agreement and Plan of Merger (Change Technology Partners Inc)
Exchange Procedures. (i) Promptly after following the Effective Time, Purchaser and the Surviving Corporation Acquiror shall send, or shall cause the Exchange Agent to be mailed send, to each record holder of record, as of the Effective Time, of a certificate or certificatesCompany Certificate, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, Consideration in respect thereof at the Effective Time pursuant to this Agreement: (i) a letter of transmittal substantially in the form of Exhibit J hereto, with such changes as may be required by the Exchange Agent and reasonably acceptable to the Company (the “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 proper delivery of the Company Certificates to the Paying Agent Exchange Agent, and shall otherwise be in such form and have such other provisions as Purchaser the Company, Acquiror and the Exchange Agent may reasonably specifyspecify and (ii) and instructions for use in effecting the surrender of the Company Certificates (or affidavits in lieu thereof in accordance with Section 3.03(e)) in exchange for the aggregate Merger ConsiderationConsideration in respect thereof. Upon surrender of a Certificate Company Certificates (or affidavits in lieu thereof in accordance with Section 3.03(e)) for cancellation to the Paying Exchange Agent or and upon delivery of a Letter of Transmittal, duly executed and in proper form with all required enclosures and attachments, with respect to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoCompany Certificates, the holder of such Certificate Company Certificates shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Common Stock formerly represented by such Certificate, and the Certificate Company Certificates. Any Company Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the any Merger Consideration is to be made to a person Person other than the person Person in whose name the any surrendered Company Certificate is registered, it shall be a condition of precedent to payment that the Company Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and that the person Person requesting such payment shall have paid all any transfer and other similar Taxes required by reason of the issuance delivery of the aggregate Merger Consideration in respect thereof, as applicable, to a person Person other than the registered holder of the Company Certificate so surrendered or and shall have established to the satisfaction of the Surviving Corporation Acquiror that such Tax Taxes either has have been paid or is are not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.7hereby, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the aggregate Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofrespect thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ArcLight Clean Transition Corp.)
Exchange Procedures. Promptly after the Effective TimeTime but in no ------------------- event more than three (3) business days thereafter, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b) hereof 2.1 hereto into the right to receive 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to subsection (e), below) for each Share share of Company Common Stock formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wesco Financial Corp)
Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate Certificate, other than Parent, the Company and any Subsidiary of Parent or certificatesthe Company, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 actual delivery of the Certificates to the Paying Agent and shall be in such a form and have such other provisions as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaserthe Surviving Corporation, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, the Merger Consideration for each Share formerly amount of cash into which the Shares theretofore represented by such CertificateCertificate shall have been converted pursuant to Section 1.5, and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued will accrue on the cash payable upon the surrender of the Certificatesany Certificate. If payment of the Merger Consideration is to be made to a person or entity other than the person or entity in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person or entity requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.71.6, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any Shares to be cancelled pursuant to Section 1.5(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.5. Notwithstanding the foregoing, none of the Paying Agent, the Surviving Corporation or any party hereto shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any portion of the Exchange Fund that remains unclaimed by the stockholders of the Company for twelve months after the Effective Time shall be repaid to the Surviving Corporation (including, without limitation, all interest and other income received by the Paying Agent in respect of all such funds). Thereafter, persons or entities who prior to the Merger held Shares shall look only to the Surviving Corporation or Parent (subject to the terms of this Agreement and abandoned property, escheat and other similar laws) with respect to any Merger Consideration for each Share in cash as contemplated that may be payable upon due surrender of the Certificates held by Section 1.6(b) hereofthem, without interest.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intelliquest Information Group Inc)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed 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 (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Uncertificated Shares shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Agent and which shall otherwise be in such customary form reasonably satisfactory to the Company and have such other provisions as Purchaser may reasonably specifyParent) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Consideration. Upon Each holder of record of Shares shall, (x) upon surrender of a Certificate for cancellation to the Paying Agent or to of such other agent or agents as may be appointed by PurchaserCertificate, together with such letter of transmittal, properly completed duly executed, and duly executed such other documents as may reasonably be required by the Paying Agent, or (y) upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in accordance with the instructions theretocase of a book-entry transfer of Uncertificated Shares, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of Merger Consideration for each Share formerly that the number of Shares previously represented by such CertificateCertificate or the Uncertificated Shares, as applicable, shall have been converted into the right to receive pursuant to Section 3.01(c), and the any Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Shares which are not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to may be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all any fiduciary or surety bonds or any transfer and or other similar Taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicable. Until Payment of the Merger Consideration with respect to Uncertificated Shares shall only be made to the Person in whose name such Uncertificated Shares are registered. Subject to Section 3.01(d), until surrendered or transferred as contemplated by this Section 1.73.02(b), each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share that the holder thereof has the right to receive in respect of such Certificate or Uncertificated Shares pursuant to this Article III. No interest shall be paid or will accrue on any cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cti Group Holdings Inc)
Exchange Procedures. Promptly after the Effective TimeTime (and in any event within five business days thereafter), Purchaser and the Surviving Corporation shall cause the Exchange Agent to be mailed mail to each registered holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose other than holders of Consortium Shares were converted pursuant to Section 1.6(bor Dissenters Shares) hereof into the right to receive the Merger Consideration, (i) a form of letter of transmittal (which shall specify that how the delivery of the Merger Consideration to the registered holders of the Shares shall be effected, ); and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify(ii) and instructions for use in effecting the surrender of any and all share certificates which have been issued representing Shares (the Certificates “Certificates”) in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation (or declaration of loss or non-receipt and, if applicable, indemnity in the required form and in compliance with Section 2.10) to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, each holder of such Certificate and each registered holder of Shares not represented by a Certificate (“Uncertificated Shares”) shall be entitled to receive in exchange therefor the Merger Consideration Consideration, without interest, for each Share formerly represented by such CertificateCertificate or Uncertificated Share, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (A) the Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that (B) the person Person requesting such payment shall have paid all any transfer and other Taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered or and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.4, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofthis Article II, without interest.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Funtalk China Holdings LTD)
Exchange Procedures. Promptly As promptly as practicable after the Effective TimeTime but in no event more than ten (10) days thereafter, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock and associated Rights (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b2.1(c) hereof into the right to receive 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share (subject to subsection (e) below) multiplied by the number of shares of Company Common Stock formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2.
Appears in 1 contract
Exchange Procedures. Promptly As soon as practicable after the Effective Time, Purchaser and the Surviving Corporation Rogue Wave shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a stock certificate or certificatesthat, which immediately prior to the Effective Time Time, represented outstanding Inmark Outstanding Shares (the “"Inmark Certificates”), whose Shares were converted pursuant to Section 1.6(b"): (a) hereof into the right to receive the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Inmark Certificates shall pass, only upon proper delivery of the Inmark Certificates to the Paying Agent Rogue Wave); and shall be in such form and have such other provisions as Purchaser may reasonably specify(b) and instructions for use in effecting the surrender of the Inmark Certificates in exchange for such holder's ratable portion of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, an Inmark Certificate: (a) the holder of such Certificate thereof shall be entitled to receive in exchange therefor a certificate representing the Merger Consideration for each Share formerly number of shares of Rogue Wave Common Stock to which such holder is entitled pursuant to Section 1.4(a) and represented by such Certificate, the Inmark Certificate so surrendered; and (b) the Inmark Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the cash payable upon the surrender In lieu of the Certificates. If payment foregoing, upon written instruction from an Inmark Shareholder, Rogue Wave shall be entitled to deliver to counsel for Inmark, on behalf of such Inmark Shareholder, the ratable portion of the Merger Consideration is due such Inmark Shareholder, subject to be made to a person other than delivery of the person in whose name the surrendered Certificate is registeredInmark Certificate(s) held by such Inmark Shareholder. In such event, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form counsel for transfer and that the person requesting such payment Inmark shall have paid all transfer sole responsibility to deliver to such Inmark Shareholder such Merger Consideration, and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or neither Rogue Wave nor RW Sub shall have established to any obligation or liability therefore. In the satisfaction event of the Surviving Corporation that such Tax either has been paid or a transfer of ownership of Inmark Common Stock which is not applicable. Until surrendered as contemplated by this Section 1.7registered in the transfer records of Inmark, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereof.the
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Rouge Wave Software Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”), ") whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, Consideration pursuant to Section 2.1 (i) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Purchaser Parent may reasonably specify, with the consent of the Company, which consent shall not be unreasonably withheld) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Cash Consideration and issuance of the Stock Consideration, if any. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, Parent shall cause the Paying Agent to promptly pay to the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Cash Consideration for each Share formerly represented by such Certificateand issue the Stock Consideration, if any, and the Certificate so surrendered shall forthwith thereupon be cancelled. No interest will be paid or accrued on In the cash payable upon the event of a surrender of a Certificate representing Shares which are not registered in the Certificates. If payment transfer records of the Merger Consideration is to Company under the name of the person surrendering such Certificate, payment may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes (as hereinafter defined) required by reason of the issuance payment to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Paying Agent that such Tax either has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II. No interest shall be paid or will accrue on the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates pursuant to the provisions of this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Electric Capital Corp)
Exchange Procedures. Promptly If any Share Certificates (a “Certificate”) are not surrendered at Closing by the registered holders thereof, as soon as practicable after the Effective TimeTime (but in no event later than five (5) Business Days thereafter), Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed to send each such registered holder thereof a notice advising such holder of record, as the effectiveness of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger ConsiderationMerger, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in such customary form and have such other provisions as Purchaser may reasonably specifycontain customary provisions) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationconsideration payable pursuant to Sections 2.01(a). Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly duly completed and duly executed in accordance with validly executed, and such other documents as may reasonably be required by the instructions theretoPaying Agent, the holder of such Certificate shall be entitled to receive from the Paying Agent, on behalf of Parent, as promptly as practicable in accordance with the customary procedures of the Paying Agent, in exchange therefor the Merger Consideration for each Share amount of cash into which the shares or rights formerly represented by such CertificateCertificate shall have been converted pursuant to Section 2.01(a), and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Company Shares that is not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is consideration pursuant to Section 2.01(a) in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the if such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance payment to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Parent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.04(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates pursuant to the provisions of this Article II.
Appears in 1 contract
Exchange Procedures. Promptly after following the DK Merger Effective Time, Purchaser and the Surviving Corporation New DK shall send, or shall cause the Exchange Agent to be mailed send, to each record holder of recorda DK Certificate or DK Book-Entry Share, as of the Effective Time, of a certificate or certificates, in each case which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares shares were converted pursuant to Section 1.6(b) hereof into the right to receive the DK Merger Consideration, Consideration in respect thereof at the DK Merger Effective Time pursuant to this Agreement: (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the DK Certificates shall pass, only upon proper delivery of the DK Certificates to the Paying Agent Exchange Agent, and shall otherwise be in such form and have such other provisions as Purchaser DK, New DK and the Exchange Agent may reasonably specify, and (ii) and instructions for use in effecting the surrender of the DK Certificates or DK Book-Entry Shares in exchange for the aggregate DK Merger ConsiderationConsideration in respect thereof, as applicable. Upon surrender of a Certificate DK Certificates and DK Book-Entry Shares for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with such and upon delivery of a letter of transmittal, properly completed and duly executed and in accordance proper form with the instructions theretoall required enclosures and attachments, with respect to such DK Certificates or DK Book-Entry Shares, the holder of such Certificate DK Certificates or DK Book-Entry Shares shall be entitled to receive in exchange therefor the DK Merger Consideration for each Share share of DK Common Stock formerly represented by such Certificate, DK Certificates or such DK Book-Entry Shares. Any DK Certificates and the Certificate DK Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the any DK Merger Consideration is to be made to a person other than the person in whose name the any surrendered DK Certificate is registered, it shall be a condition of precedent to payment that the DK Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and that the person requesting such payment shall have paid all any transfer and other similar Taxes required by reason of the issuance delivery of the aggregate DK Merger Consideration in respect thereof, as applicable, to a person other than the registered holder of the DK Certificate so surrendered or and shall have established to the satisfaction of the Surviving Corporation New DK that such Tax Taxes either has have been paid or is are not required to be paid. Delivery of the aggregate DK Merger Consideration, as applicable, with respect to DK Book-Entry Shares shall only be made to the person in whose name such DK Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.7hereby, each DK Certificate or DK Book-Entry Share shall be deemed at any time after the DK Merger Effective Time to represent only the right to receive the aggregate DK Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofrespect thereof.
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Samples: Business Combination Agreement (Diamond Eagle Acquisition Corp. \ DE)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and Acquiror shall direct the Surviving Corporation shall cause Exchange Agent to be mailed mail or deliver to each holder of record, as of the Effective Time, record of a stock certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”), ") whose Shares shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger ConsiderationConsideration pursuant to SECTION 2.1(b), or (ii) each Eligible Option Holder entitled to receive his or her Option Shares Merger Consideration pursuant to SECTION 2.2, as applicable, (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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser the Company and Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates or evidence of Company Stock Options in exchange for the Merger Consideration or Option Shares Merger Consideration, as applicable. Upon surrender of a Certificate for cancellation or evidence of Company Stock Options to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by Acquiror, the instructions theretoSurviving Corporation or the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds representing the Merger Consideration for each Share formerly represented by amount of cash such Certificateholder has the right to receive pursuant to the provisions of this ARTICLE 2, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Company Common Stock which is not registered in the surrender transfer records of the Certificates. If payment Company, a new Certificate representing the proper number of the Merger Consideration is to shares of Company Common Stock may be made issued to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be is registered if such Certificate is properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all issuance pays any transfer and or other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered or shall have established establishes to the satisfaction of the Surviving Corporation Acquiror that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7SECTION 2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share Consideration, that the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this ARTICLE 2. No interest shall be paid or will accrue on any cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates pursuant to the provisions of this ARTICLE 2.
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Exchange Procedures. Promptly after the Effective TimeTime (but in no event more than three (3) business days thereafter), Purchaser and the Surviving Corporation shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate Certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”)Book-Entry Shares, whose Shares shares were converted pursuant to Section 1.6(b) hereof 2.7 into the right to receive 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 Paying Agent Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration Consideration, without interest and subject to any required withholding of Taxes, for each Share formerly represented by such CertificateCertificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.72.8, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofthis Article II, without interest.
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Samples: Agreement and Plan of Merger (Lincare Holdings Inc)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Purchaser and Parent shall send, or will cause the Surviving Corporation shall cause Exchange Agent to be mailed send, to each holder of record, as of the Effective Time, record of a certificate Certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, Certificates a letter of transmittal and instructions (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions Exchange Agent), for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcontemplated by this Section 3.3. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such a duly executed letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly and unpaid dividends and distributions thereon, if any, as provided in this Article 3 in respect of the Company Common Shares represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is (after giving effect to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes any required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablewithholding tax). Until surrendered as contemplated by this Section 1.7, 3.3 each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration and unpaid dividends and distributions thereon, if any, as provided in this Article 3. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the Certificate is registered, it shall be a condition to such payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for each Share transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond, in cash such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will deliver, in exchange for such lost, stolen or destroyed Certificate, the proper amount of the Merger Consideration, together with any unpaid dividends and distributions on any such Parent Common Shares, as contemplated by Section 1.6(b) hereofthis Article 3.
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Exchange Procedures. Promptly after the Effective TimeTime but in ------------------- no event more than three (3) business days thereafter, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b2.1(c) hereof into the right to receive 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to subsection (e), below) for each Share share of Company Common Stock formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2.
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Samples: Agreement and Plan of Merger (Berkshire Hathaway Inc)
Exchange Procedures. Promptly after the Effective TimeTime (but in no event more than three (3) business days thereafter), Purchaser and the Surviving Corporation shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which certificates that immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”"), whose Shares were converted pursuant to Section 1.6(b) hereof 3.1 into the right to receive the Merger Aggregate Per Share Consideration, (i) a letter of transmittal transmittal, in the form set forth as Exhibit E hereto (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 Paying Agent Agent, and shall be in such form and have such other provisions as Purchaser may Parent and the Paying Agent shall reasonably specifyagree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Aggregate Per Share Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed and duly executed and completed in accordance with the instructions thereto(and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration Aggregate Per Share Consideration, without interest, for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Aggregate Per Share Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes required by reason of the issuance payment of the Aggregate Per Share Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until Other than rights to any declared but unpaid dividend that is either expressly disclosed on the Company's disclosure schedules delivered herewith or otherwise approved in writing by Parent, until surrendered as contemplated by this Section 1.73.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Aggregate Per Share Consideration for each Share in cash as contemplated by Section 1.6(b) hereofthis ARTICLE III, without interest.
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Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as record of the Effective Time, of (i) a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “Certificates”) or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), whose Shares in each case, which at the Effective Time were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger ConsiderationConsideration pursuant to Section 3.1, (A) a letter of transmittal (which which, in the case of Certificates, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates or Uncertificated Shares in exchange for the Merger Consideration. Upon (1) surrender of a Certificate Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions theretothereto or (2) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by (less applicable withholding Taxes) to which such Certificateholder is entitled pursuant to Section 3.1, and the Certificate any Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition of to such payment that the (I) either such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer or such Uncertificated Share shall be properly transferred and that (II) the person Person requesting such payment shall have paid all pay to the Paying Agent any transfer and or other Taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the such Certificate surrendered or shall have established Uncertificated Share or establish to the satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.73.2(b), each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash (less any applicable withholding Taxes as contemplated by Section 1.6(b) hereofprovided herein), without interest, upon such surrender.
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