Common use of Dividends or Distributions with Respect to Parent Common Stock Clause in Contracts

Dividends or Distributions with Respect to Parent Common Stock. No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case, until the surrender of such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share in accordance with this Agreement. Subject to applicable Law, following surrender of any such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share, there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock to which such holder is entitled pursuant to this Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock.

Appears in 5 contracts

Sources: Merger Agreement (CyberArk Software Ltd.), Merger Agreement (Palo Alto Networks Inc), Merger Agreement (Frontier Group Holdings, Inc.)

Dividends or Distributions with Respect to Parent Common Stock. No dividends or other distributions with respect to Parent Common Stock with a record date after the First Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case, case until the surrender of such Certificate or Book-Entry Share (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bondthereof) or Book-Entry Share in accordance with this Agreement. Subject to applicable LawLaws, following surrender of any such Certificate or Book-Entry Share (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bondthereof) or Book-Entry Share, there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the First Effective Time theretofore paid with respect to such shares of Parent Common Stock to which such holder is entitled pursuant to this Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the First Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock.

Appears in 4 contracts

Sources: Agreement and Plan of Reorganization (Homeaway Inc), Agreement and Plan of Reorganization (Expedia, Inc.), Agreement and Plan of Reorganization (Pharmacyclics Inc)

Dividends or Distributions with Respect to Parent Common Stock. No dividends or other distributions with respect to Parent Common Stock Stock, if any, with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate Certificates or Book-Entry Share Uncertificated Shares with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case, until the surrender of such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Uncertificated Share in accordance with this Agreement. Subject to applicable Law, following surrender of any such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Uncertificated Share, there shall be paid to the holder thereof, without interest, (i) at the amount time of such surrender, dividends or and other distributions payable in respect of such shares of Parent Common Stock, if any, with a record date after the Effective Time theretofore and a payment date on or prior to the date of such surrender and not previously paid with respect to such shares of Parent Common Stock to which such holder is entitled pursuant to this Agreement and (ii) at the appropriate payment date, the amount of any dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock, if any, with a record date after the Effective Time but with a payment date subsequent to such surrender.

Appears in 4 contracts

Sources: Merger Agreement (Enova International, Inc.), Merger Agreement (Enova International, Inc.), Merger Agreement (Enova International, Inc.)

Dividends or Distributions with Respect to Parent Common Stock. No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case, case until the surrender of such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share in accordance with this Agreement. Subject to applicable Law, following surrender of any such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share, Share there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock to which such holder is entitled pursuant to this Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock.

Appears in 3 contracts

Sources: Merger Agreement (Tesla, Inc.), Merger Agreement (Maxwell Technologies Inc), Merger Agreement (Salesforce Com Inc)

Dividends or Distributions with Respect to Parent Common Stock. No dividends or other distributions with respect to Parent Common Stock with a record date after the First Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case, case until the valid surrender of such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share in accordance with this Agreement. Subject to applicable Law, following valid surrender of any such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share, Share there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the First Effective Time theretofore paid with respect to such shares of Parent Common Stock to which such holder is entitled pursuant to this Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the First Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock.

Appears in 2 contracts

Sources: Merger Agreement (Primo Water Corp), Merger Agreement (Cott Corp /Cn/)

Dividends or Distributions with Respect to Parent Common Stock. No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time and a payment date prior to the surrender of any applicable unsurrendered Certificates or shares of Company Common Stock held in book-entry form shall be paid to the holder of any unsurrendered Certificate or Bookshares of Company Common Stock held in book-Entry Share entry form with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case, case until the surrender of such Certificate (or affidavit an Affidavit of loss Loss in lieu thereof andof a Certificate and compliance with Section 3.02(h), if required by Parent, an indemnity bondas applicable) or Bookshares of Company Common Stock held in book-Entry Share entry form in accordance with this Agreement. Subject to applicable Law, following surrender of any such Certificate (or affidavit an Affidavit of loss Loss in lieu thereof andof a Certificate and compliance with Section 3.02(h), if required by Parent, an indemnity bondas applicable) or Bookshares of Company Common Stock held in book-Entry Share, entry form there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock to which such holder is entitled pursuant to this Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock.

Appears in 1 contract

Sources: Merger Agreement (Hostess Brands, Inc.)

Dividends or Distributions with Respect to Parent Common Stock. No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate or Book-Entry Share with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case, case until the surrender of such Company Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bondthereof) or Book-Entry Share in accordance with this Agreement. Subject to applicable LawLaws, following surrender of any such Company Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bondthereof) or Book-Entry Share, there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock to which such holder is entitled pursuant to this Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock.

Appears in 1 contract

Sources: Merger Agreement (Community Bank System, Inc.)

Dividends or Distributions with Respect to Parent Common Stock. No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall will be paid to the holder of any unsurrendered Certificate or Book-Entry Uncertificated Share with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall will be paid by Parent to the Exchange Agent and shall will be included in the Exchange Fund, in each case, case until the surrender of such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bondthereof) or Book-Entry Uncertificated Share in accordance with this Agreement. Subject to applicable LawLaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bondthereof) or Book-Entry Share, Uncertificated Share there shall will be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock to which such holder is entitled pursuant to this Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock.

Appears in 1 contract

Sources: Transaction Agreement (Dover Downs Gaming & Entertainment Inc)

Dividends or Distributions with Respect to Parent Common Stock. No dividends or other distributions with respect to Parent Common Stock with a record date after the First Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case, until the surrender of such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share in accordance with this Agreement. Subject to applicable Law, following surrender of any such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share, there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the First Effective Time theretofore paid with respect to such shares of Parent Common Stock to which such holder is entitled pursuant to this Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the First Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock.

Appears in 1 contract

Sources: Merger Agreement (SALESFORCE.COM, Inc.)