Payment for Shares in the Merger Clause Samples

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At the Effective Time, Parent shall make available to First Chicago Trust Company of New York (the "Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company, for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 4.1 (the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable, after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 4.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (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 Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares represented by such Certificates the Merger Consideration, without any interest thereon, less any required withholding of taxes, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered,

Payment for Shares in the Merger. (a) At the Effective Time, Parent shall deposit or cause to be deposited with First Chicago Trust Company of New York or another bank or trust company located in the United States with assets in excess of $500,000,000 selected by Parent after consultation with the Company (the "Paying Agent"), for the benefit of holders of Shares the Aggregate Merger Consideration plus cash in an amount sufficient to make cash payments in lieu of fractional shares pursuant to Section 3.5 and any applicable dividends or distributions pursuant to Section 3.4. The cash amounts referred to in the immediately preceding sentence shall consist of immediately available funds (such funds hereinafter referred to as the "Exchange Fund"). The Paying Agent shall, pursuant to irrevocable instructions, (x) deliver to each holder of Shares, in accordance with this Section 3.3, the cash portion of such holder's Merger Consideration out of the Exchange Fund, and the Exchange Fund, other than any interest thereon (which shall be retained by Parent), shall not be used for any other purpose, and (y) deliver the Parent Common Stock portion of such holder's Merger Consideration (if any) out of the shares of Parent Common Stock deposited with the Paying Agent by Parent for the benefit of holders of Shares. The Exchange Fund shall be invested by the Paying Agent, as directed by Parent, provided that such investments shall be limited to (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated of the highest quality by ▇▇▇▇▇'▇ Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Group, a division of ▇▇▇▇▇▇- ▇▇▇▇ Inc. ("S&P"), and (iv) certificates of deposit issued by a commercial bank whose long-term debt obligations are rated at least A2 by Moody's or at least A by S&P, in each case having a maturity not in excess of one year; provided, that nothing herein shall affect the obligation of Parent to pay the full cash portion of the Merger Consideration and any other cash amounts due to a holder hereunder. (b) Upon surrender of Certificates for cancellation to the Paying Agent, together with such Letter of Transmittal and Form of Election duly completed and executed and any other documents required by such instructions, the holder of such Certificates shall be entitled to receive for each of the Shares formerly rep...

Payment for Shares in the Merger. (a) In accordance with Section 4.3, promptly after the Effective Time, The First National Bank of Boston, transfer agent for the Cognex Common Shares (the "Transfer Agent"), shall cancel all certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), and the holder of such Certificates shall forthwith receive the Share Consideration for the Shares represented by such Certificates. Notwithstanding the foregoing, pursuant to the provisions of Section 4.6, a portion of the aggregate Share Consideration which each of the Isys Shareholders would be otherwise entitled to receive shall be held in escrow. (b) The Isys Long Term Equity Incentive Plan (the "Incentive Plan") shall continue in effect after the Merger; provided, however, that, upon the Effective Date, all outstanding options to purchase shares of Isys Common Stock thereunder shall automatically convert into options to purchase shares of Cognex Common Stock ("Isys Options"). Each holder of an Isys Option granted under the Incentive Plan shall be entitled, in accordance with the existing terms of such Isys Option, to purchase after the Effective Time that number of shares of Cognex Common Stock determined by multiplying the number of shares of Common Stock of Isys subject to such Isys Option at the Effective Time by the Exchange Ratio, and the exercise price per share for each such Isys Option will equal the exercise price of the Isys Option immediately prior to the Effective Time divided by the Exchange Ratio. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Cognex Common Stock subject to such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. The continuous term of employment with Isys will be credited to each holder of an Isys Option as if it were employment with Cognex for purposes of determining the vesting and the number of shares subject to exercise after the Exercise Time. The Isys Options shall vest and terminate on such dates, shall have the same restrictions and shall be substantially similar, as nearly as may be, to the options heretofore held by such individuals and converted as herein provided. Cognex agrees to file a registration statement on Form S-8 with respect to the shares issuable upon the exercise of the Isys Options. Payment of the exercise price of Isys Options may be made by delivery of sh...

Payment for Shares in the Merger. (i) Promptly after the Effective Time, WikiLoan will furnish to an exchange agent selected by WikiLoan and reasonably acceptable to WikiPay (the “Exchange Agent”) for the benefit of the WikiPay Stockholders, a sufficient number of stock certificates representing that number of WikiLoan Shares issuable in connection with the Merger pursuant to Section 2.4(g) hereof. As soon as reasonably practicable after the Effective Time, WikiLoan will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use), in a form reasonably determined by WikiLoan and WikiPay, to each record holder of outstanding WikiPay Shares as of the Effective Time for such holder to use in surrendering the certificates which formerly represented such holder's WikiPay Shares in exchange for the Merger Consideration to which such holder is entitled. The letter of transmittal shall state that delivery shall be effected, and risk of loss and title to the WikiPay Share certificates shall pass, only upon proper delivery of the certificates for payment therefore. Upon surrender of a certificate formerly representing WikiPay Shares for cancellation to the Exchange Agent together with such letter of transmittal duly completed and executed, the holder of such certificate shall be entitled to receive in exchange therefore the Merger Consideration and to which such holder may be entitled pursuant to Section 2.4(g) and the certificate so surrendered shall forthwith be canceled. Until so surrendered, WikiPay Share certificates shall represent solely the right to receive the Merger Consideration. No dividends or other distributions that are declared on the WikiLoan Shares and payable to the holders of record thereof after the Effective Time will be paid to Persons entitled by reason of the Merger to receive WikiLoan Shares until such Persons surrender their WikiPay Share certificates. (ii) If any certificate representing WikiLoan Shares is to be paid to or issued in a name other than that in which the WikiPay Share certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorse and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of certificates for WikiLoan Shares in a name other than that of the registered holder of the WikiPay Share certificate surren...

Payment for Shares in the Merger. (a) As of the Effective Time, Acquiror shall enter into an agreement with a bank or trust company selected by Acquiror and reasonably acceptable to the Company as exchange agent for the Company Shares in accordance with this Article II (the "Exchange Agent"), which shall provide that Acquiror shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of those persons who immediately prior to the Effective Time were the holders of Company Shares, a sufficient number of certificates representing shares of Acquiror Common Stock required to effect the delivery of the aggregate Share Consideration required to be issued pursuant to Section 2.1 (the certificates representing Acquiror Common Stock comprising such aggregate Share Consideration, together with any dividends or distributions with respect thereto with a record date after the Effective Time, being hereinafter referred to as the "Exchange Fund"

Payment for Shares in the Merger. The manner of making payment for and conversion of shares of the Company Common Stock in the Merger shall be as follows: (a) As soon as practicable after the Effective Time, Parent shall send or cause to be sent a notice announcing the consummation of the Merger and summarizing the provisions of Sections 3.1B and 3.2B to each holder of a Certificate which immediately prior to the Effective Time evidenced shares of the Company Common Stock and which was not previously surrendered. Such notice shall be accompanied by the form of transmittal letter and stock power referred to in Section 3.2B(b). (b) After the Effective Time, each holder of record of a certificate representing Canceled Company Stock (a "Certificate") (other than a holder of Dissenting Shares) shall surrender such Certificate to Parent or its transfer agent (as specified in the notice from Parent), together with (i) separate stock transfer powers duly endorsed by such holder and (ii) a letter of transmittal from such holder. (c) Upon surrender of a Certificate or Certificates representing the shares of the Company Common Stock in the manner provided in Section 3.2B(b), each holder shall be entitled to receive from Parent in exchange therefor a check for the amount of cash into which the holder's shares of the Company Common Stock previously evidenced by such Certificate(s) was converted in the Merger pursuant to Section 3.1B. Parent or its transfer agent shall issue such checks as soon as practicable following such surrender. In the event that any such holder's Certificates have been lost, stolen or destroyed, such holder will be entitled to receive the Cash Consideration only after providing an affidavit of loss and indemnity bond, in form satisfactory to Parent and its transfer agent. (d) Each Certificate which immediately prior to the Effective Time evidenced shares of the Company Common Stock (other than Dissenting Shares) shall, from and after the Effective Time until such Certificate is surrendered to Parent or its transfer agent, be deemed, for all corporate purposes, to evidence the right to receive that amount of cash described in Section 3.

Payment for Shares in the Merger. The manner of making payment for and conversion of shares of the Company Common Stock in the Merger shall be as follows: (a) As soon as practicable after the Effective Time, Parent shall send or cause to be sent a notice announcing the consummation of the Merger and summarizing the provisions of Sections 3.1 and 3.2 to each holder of a Certificate which immediately prior to the Effective

Payment for Shares in the Merger. As promptly as practicable after the Effective Time, each holder of shares of common stock of CCI shall, upon presentation and surrender of the certificate or certificates therefor to the Paying Agent (as defined in the Agreement and Plan of Merger dated January __, 1996 among CCI, PAC and Pentair (the "Merger Agreement")) for cancellation in accordance with transmittal materials to be delivered to the holders of the common stock of CCI in accordance with the Merger Agreement, be entitled to receive in exchange therefor a check or checks payable to such person representing payment of cash into which such holder's shares of common stock of CCI have been converted at the Effective Time. Each certificate which represented issued and outstanding shares of common stock of CCI immediately prior to the Effective Time shall be deemed canceled at the Effective Time and shall represent only the right to receive cash for each share represented by such certificate.

Payment for Shares in the Merger. The manner of exchanging -------------------------------- certificates formerly representing shares of Company Common Stock for certificates representing shares of Parent Common Stock in the Merger shall be as follows: