Distribution Procedures. At the Effective Time, all issued and outstanding shares of Spinco Common Stock shall be converted into the right to receive shares of Grizzly Common Stock pursuant to, and in accordance with, the terms of this Agreement. Immediately thereafter, the Agent shall distribute the shares of Grizzly Common Stock into which the shares of Spinco Common Stock that were distributed in the Distribution have been converted pursuant to the Merger, which shares shall be distributed on the same basis as the shares of Spinco Common Stock were distributed in the Distribution and to the Persons who received Spinco Common Stock in the Distribution. Each Person entitled to receive Spinco Common Stock in the Distribution shall be entitled to receive in respect of the shares of Spinco Common Stock distributed to such Person a certificate or book-entry authorization representing the number of whole shares of Grizzly Common Stock that such holder has the right to receive pursuant to this Section 3.2(b) (and cash in lieu of fractional shares of Grizzly Common Stock, as contemplated by Section 3.3) (and any dividends or distributions and other amounts pursuant to Section 3.2(c)). The Agent shall not be entitled to vote or exercise any rights of ownership with respect to Grizzly Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.
Appears in 3 contracts
Sources: Merger Agreement (Georgia Gulf Corp /De/), Merger Agreement (Georgia Gulf Corp /De/), Merger Agreement (PPG Industries Inc)
Distribution Procedures. At the Effective Time, all issued and outstanding shares of Spinco Vistana Common Stock shall be converted into the right to receive shares of Grizzly ILG Common Stock pursuant to, and in accordance with, the terms of this Agreement. Immediately thereafter, the Agent shall distribute the shares of Grizzly ILG Common Stock into which the shares of Spinco Vistana Common Stock that were distributed in the Distribution have been converted pursuant to the Merger, which shares shall be distributed on the same basis as the shares of Spinco Vistana Common Stock were distributed in the Distribution and to the Persons who received Spinco Vistana Common Stock in the Distribution. Each Person entitled to receive Spinco Vistana Common Stock in the Distribution shall be entitled to receive in respect of the shares of Spinco Vistana Common Stock distributed to such Person a certificate or book-entry authorization representing the number of whole shares of Grizzly ILG Common Stock that such holder has the right to receive pursuant to this Section 3.2(b3.02(b) (and cash in lieu of fractional shares of Grizzly ILG Common Stock, as contemplated by Section 3.33.03) (and any dividends or distributions and other amounts pursuant to Section 3.2(c3.02(c)). The Agent shall not be entitled to vote or exercise any rights of ownership with respect to Grizzly ILG Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Starwood Hotel & Resorts Worldwide, Inc)
Distribution Procedures. At the Effective Time, all issued and outstanding shares of Spinco Vistana Common Stock shall be converted into the right to receive shares of Grizzly ILG Common Stock pursuant to, and in accordance with, the terms of this Agreement. Immediately Promptly thereafter, the Agent shall distribute the shares of Grizzly ILG Common Stock into which the shares of Spinco Vistana Common Stock that were distributed in the Distribution have been converted pursuant to the Merger, which shares shall be distributed on the same basis as the shares of Spinco Vistana Common Stock were distributed in the Distribution and to the Persons who received Spinco Vistana Common Stock in the Distribution. Each Person entitled to receive Spinco Vistana Common Stock in the Distribution shall be entitled to receive in respect of the shares of Spinco Vistana Common Stock distributed to such Person a certificate or book-entry authorization representing the number of whole shares of Grizzly ILG Common Stock that such holder has the right to receive pursuant to this Section 3.2(b3.02(b) (and cash in lieu of fractional shares of Grizzly ILG Common Stock, as contemplated by Section 3.33.03) (and any dividends or distributions and other amounts pursuant to Section 3.2(c3.02(c)). The Agent shall not be entitled to vote or exercise any rights of ownership with respect to Grizzly ILG Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Vistana Signature Experiences, Inc.)
Distribution Procedures. At the Effective Time, all issued and outstanding shares of Spinco Common Stock shall be converted into the right to receive shares of Grizzly Company Common Stock pursuant to, and in accordance with, with the terms of this Agreement. Immediately thereafter, immediately following which the Agent shall distribute on the same basis as the shares of Grizzly Spinco Common Stock would have been distributed in the Distribution and to the persons entitled to receive such Distribution, in respect of the outstanding shares of AT Co. Common Stock held by holders of record of AT Co. Common Stock on the Record Date, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that were otherwise would have been distributed in the Distribution have been converted pursuant to the Merger, which shares shall be distributed on the same basis as the shares of Spinco Common Stock were distributed in the Distribution and to the Persons who received Spinco Common Stock in the Distribution. Each Person person entitled to receive Spinco Common Stock in the Distribution shall be entitled to receive in respect of the shares of Spinco Common Stock distributed otherwise distributable to such Person person a certificate or book-entry authorization representing the number of whole shares of Grizzly Company Common Stock that such holder has the right to receive pursuant to this Section 3.2(b) Article III (and cash in lieu of fractional shares of Grizzly Company Common Stock, as contemplated by Section 3.33.2(e)) (and any dividends or distributions and other amounts pursuant to Section 3.2(c)). The Agent shall not be entitled to vote or exercise any rights of ownership with respect to Grizzly the Company Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons persons entitled thereto.
Appears in 1 contract
Sources: Merger Agreement (Alltel Corp)
Distribution Procedures. At the Effective Time, all issued and outstanding shares of Spinco Common Stock shall be converted into the right to receive shares of Grizzly Company Common Stock pursuant to, and in accordance with, the terms of this Agreement. Immediately thereafter, immediately following which the Agent shall distribute the shares of Grizzly Common Stock into which the shares of Spinco Common Stock that were distributed in the Distribution have been converted pursuant to the Merger, which shares shall be distributed on the same basis as the shares of Spinco Common Stock were distributed in the Distribution and to the Persons who received Spinco Common Stock in the Distribution, in respect of the outstanding shares of MWV Common Stock held by holders of record of MWV Common Stock on the Record Date, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that were distributed in the Distribution have been converted pursuant to the Merger. Each Person entitled to receive Spinco Common Stock in the Distribution shall be entitled to receive in respect of the shares of Spinco Common Stock distributed to such Person a certificate or book-entry authorization representing the number of whole shares of Grizzly Company Common Stock that such holder has the right to receive pursuant to this Section 3.2(b) (and cash in lieu of fractional shares of Grizzly Company Common Stock, as contemplated by Section 3.3) (and any dividends or distributions and other amounts pursuant to Section 3.2(c)). The Agent shall not be entitled to vote or exercise any rights of ownership with respect to Grizzly the Company Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.
Appears in 1 contract
Sources: Merger Agreement (Acco Brands Corp)