Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration. Parent will make available to the Exchange Agent, as and when needed, the Merger Consideration to be paid in respect of the Shares. Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Compagnie De Saint Gobain), Agreement and Plan of Merger (Fcy Acquisition Corp)

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Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging for the Merger Consideration certificates representing Shares shares of Company Stock (the "Certificates") for the Merger Consideration). Parent will shall make available to the Exchange Agent, as and when needed, the Merger Consideration to be paid in respect of the SharesCertificates. Promptly after the Effective Time, Parent will shall send, or will shall cause the Exchange Agent to send, to each holder of Shares shares of Company Stock at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Computer Network Technology Corp), Agreement and Plan of Merger (McData Corp)

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") reasonably acceptable to the Company for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration. At the Effective Time, Parent will make available to deposit with the Exchange Agent, as and when needed, Agent the Merger Consideration to be paid in respect of the Shares. Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Philip Morris Companies Inc), Agreement and Plan of Merger (Nabisco Inc)

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing Company Shares (the "Certificates") for the Merger Consideration. Parent will make available to the Exchange Agent, as and when needed, the Merger Consideration to be paid delivered in respect of the Company Shares. Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of Shares record at the Effective Time of Company Shares a letter of transmittal and instructions for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sensory Science Corp), Agreement and Plan of Merger (Datum Inc)

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration. Parent will make available to the Exchange Agent, as and when needed, the Merger Consideration to be paid in respect of the Shares. Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fedex Corp), Agreement and Plan of Merger (American Freightways Corp)

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent who shall be reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration. Promptly, when and as needed, Parent will make available to the Exchange Agent, as and when needed, Agent the Merger Consideration to be paid in respect of the Shares. Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal and instructions for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates certificates representing Shares to the Exchange Agent) for use in such exchange).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (National Service Industries Inc), Agreement and Plan of Merger (Holophane Corp)

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing Company Shares (the "Certificates") for the Merger Consideration. Parent will make available to the Exchange Agent, as and when needed, the Merger Consideration to be paid delivered in respect of the Company Shares. Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of Shares record at the Effective Time of Company Shares a letter of transmittal and instructions for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Symmetricom Inc), Agreement and Plan of Merger (Symmetricom Inc)

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent who shall be reasonably acceptable to the Company Special Committee (the "Exchange Agent") for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration. Parent will make available to the Exchange Agent, as and when needed, Agent the entire Merger Consideration to be paid in respect of the Shares. Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal and instructions for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates certificates representing Shares to the Exchange Agent) for use in such exchange).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Anthem Insurance Companies Inc)

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an Bank One Corporation as agent reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing Shares (the "CertificatesCERTIFICATES") for the Merger Consideration. Parent will make available to the Exchange Agent, as and when needed, the Merger Consideration to be paid in respect of the Shares. Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gibson Greetings Inc)

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration. Parent will make available to the Exchange Agent, as and when needed, the Merger Consideration to be paid in respect of the Shares. Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gn Great Nordic LTD)

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Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration. Parent or Purchaser will make available to the Exchange Agent, as and when needed, the Merger Consideration to be paid in respect of the Shares. Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time (i) a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inamed Corp)

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an Bank One Corporation as agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration. Parent will make available to the Exchange Agent, as and when needed, the Merger Consideration to be paid in respect of the Shares. Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gibson Greetings Inc)

Surrender and Payment. (a) a Prior to the Effective Time, Parent shall appoint an Bank One Corporation as agent reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing Shares (the "CertificatesCERTIFICATES") for the Merger Consideration. Parent will make available to the Exchange Agent, as and when needed, the Merger Consideration to be paid in respect of the Shares. Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Greetings Corp)

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing Company Shares (the "CertificatesCERTIFICATES") for the Merger Consideration. Parent will make available to the Exchange Agent, as and when needed, the Merger Consideration to be paid delivered in respect of the Company Shares. Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of Shares record at the Effective Time of Company Shares a letter of transmittal and instructions for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Truetime Inc)

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging for the Merger Consideration certificates representing Shares (the "CertificatesCERTIFICATES") for the Merger Consideration). Parent will shall make available to the Exchange Agent, as and when needed, the Merger Consideration to be paid in respect of the SharesCertificates. Promptly after the Effective Time, Parent will shall send, or will shall cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange.

Appears in 1 contract

Samples: Agreement and Plan of Merger (VHS of Anaheim Inc)

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