Payment of the Merger Consideration. (a) As soon as practicable following the Effective Time of the Merger, you shall, with respect to each Electing Share converted through election or proration into the right to receive Non-Cash Election Shares pursuant to Section 2.01(c) of the Merger Agreement, (i) arrange for the issuance by the Company Transfer Agent and the delivery of stock certificates in the name of the person or persons entitled thereto representing the number of WHOLE shares of Company Common Stock issuable in respect of such shares pursuant to the Merger Agreement (it being understood that no certificates or scrip representing fractional shares of Company Common Stock shall be issued upon the surrender for exchange of Certificates representing shares of Company Common Stock), (ii) arrange for the sale of the shares of Company Common Stock representing such fractional interests and (iii) subject to the effect of any applicable laws, distribute the net proceeds from such sale (following the deduction of applicable transaction costs) to the holders of shares of Company Common Stock entitled thereto pursuant to the Merger Agreement. (b) As soon as practicable following the Effective Time of the Merger, you shall, with respect to shares of Company Common Stock (other than Electing Shares converted into the right to receive Non-Cash Election Shares pursuant to Section 2.01(c) of the Merger Agreement), upon receipt of the Certificate(s) covering such shares, together with a duly executed and completed Transmittal Letter and any other required documents with respect to such shares, make the cash payment in respect of each such Electing Share required pursuant to the Merger Agreement on a basis consistent with the requirements of the Merger Agreement and the Form of Election related to such Electing Share. Each such cash payment shall be made with funds withdrawn from the Escrow Fund. (c) You will execute and deliver to the Company Transfer Agent, at least twice weekly, a written notice and appropriate computer materials indicating the certificates for Company Common Stock necessary for payment of the Merger Consideration and setting forth the number of shares to be represented by each such certificate and the name in which each certificate should be issued. (d) No interest shall be paid to holders of shares of Company Common Stock on or with respect to any amount payable upon surrender of Certificates in respect thereof. Insofar as required by any governmental agency or authority, you shall provide all information and file all forms or returns with regard to the payments made pursuant to this Agreement, including, without limitation, information and forms and returns relating to income taxes.
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Payment of the Merger Consideration. The Merger Consideration shall be paid as follows:
4.1 The Merger Consideration shall be paid by Cellcom to the Eligible Netvision Shareholders who are registered (aeither in the company's books or through the Nominee Company) As soon as practicable following holders of Netvision shares on the Effective Time Closing Date.
4.2 The Merger Consideration due to each of the Merger, you shall, with respect to each Electing Share converted through election or proration into the right to receive Non-Cash Election Shares pursuant to Section 2.01(c) of the Merger Agreement, (i) arrange for the issuance by the Company Transfer Agent and the delivery of stock certificates in the name of the person or persons entitled thereto representing the number of WHOLE shares of Company Common Stock issuable in respect of such shares pursuant to the Merger Agreement (it being understood that no certificates or scrip representing fractional shares of Company Common Stock shall be issued upon the surrender for exchange of Certificates representing shares of Company Common Stock), (ii) arrange for the sale of the shares of Company Common Stock representing such fractional interests and (iii) subject to the effect of any applicable laws, distribute the net proceeds from such sale (following the deduction of applicable transaction costs) to the holders of shares of Company Common Stock entitled thereto pursuant to the Merger Agreement.
(b) As soon as practicable following the Effective Time of the Merger, you shall, with respect to shares of Company Common Stock (other than Electing Shares converted into the right to receive Non-Cash Election Shares pursuant to Section 2.01(c) of the Merger Agreement), upon receipt of the Certificate(s) covering such shares, together with a duly executed and completed Transmittal Letter and any other required documents with respect to such shares, make the cash payment in respect of each such Electing Share required pursuant to the Merger Agreement on a basis consistent with the requirements of the Merger Agreement and the Form of Election related to such Electing Share. Each such cash payment shall be made with funds withdrawn from the Escrow Fund.
(c) You will execute and deliver to the Company Transfer Agent, at least twice weekly, a written notice and appropriate computer materials indicating the certificates for Company Common Stock necessary for payment of the Merger Consideration and setting forth the number of shares to be represented by each such certificate and the name in which each certificate should be issued.
(d) No interest Eligible Shareholders shall be paid to holders such Eligible Shareholder, as stated, after the Closing Date.
4.3 Cellcom is responsible for ensuring that registered shareholders receive the consideration from Cellcom and/or its designee by a direct bank transfer or by a check sent by registered mail with confirmation of delivery to their address as it appears in Netvision's shareholders register, according to Cellcom's choice and subject to the instructions of the Stock Exchange, and that shareholders who hold their shares through a Stock Exchange member receive the consideration directly into the bank account through which they hold shares of Company Common Netvision, all subject to and in accordance with the rules and regulations of the Stock Exchange and as shall be coordinated in advance with it. Netvision shall submit to Cellcom a complete list of all its registered shareholders (excluding the Nominee Company), including their updated address, as far as known, at least 14 days before the estimated Closing Date, and it shall also submit such an updated list on the Closing Date.
4.4 Cellcom shall deduct from the Merger Consideration payable to the Eligible Shareholders withholding tax in accordance with the Income Tax Regulations (Deduction from Consideration, Payment or Capital Gain on the Sale of a Security, the Sale of a Unit in a Mutual fund or a Futures Transaction), 5763-2002 (hereinafter: the "Deduction Regulations") and any other relevant statute, all in accordance with a mechanism to be coordinated in advance with the Stock Exchange. The deduction of withholding tax from the Merger Consideration with respect to any amount payable upon surrender Eligible Shareholders who are not registered shareholders shall be done by the Stock Exchange member through whom such Eligible Shareholders hold shares in Netvision. The deduction of Certificates withholding tax with respect to shareholders who are registered in respect thereofNetvision's shareholders register (excluding the Nominee Company) shall be done by Cellcom on its responsibility. Insofar as required by any governmental agency If a confirmation of exemption from withholding tax or authority, you shall provide all information and file all forms a confirmation concerning a reduced rate of withholding tax is not submitted to Netvision or returns with regard to the payments made pursuant relevant Stock Exchange member or to this Agreement, including, without limitation, information and forms and returns relating to income taxes.the Target
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