Common use of Promptly after the Effective Time Clause in Contracts

Promptly after the Effective Time. amount of cash, if any, into which the aggregate number of shares of Company Common Stock previously represented by such Certificate or Certificates surrendered shall have been converted pursuant to this Agreement, and such Certificate or Certificates shall then be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates on cash payable as Merger Consideration, whether in lieu of fractional shares or otherwise, or cash payable pursuant to Section 2.9, upon the surrender of the Certificates. If any certificate for Parent Common Stock is to be issued in, or if cash is to be remitted to, a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the issuance of certificates for such Parent Common Stock to a person other than the person in whose name the surrendered Certificate is registered, or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, one or more shares of Parent Common Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock, a check in the proper amount of cash Merger Consideration, if any, and any dividends or other distributions to which such holder is entitled pursuant to Section 2.9, may be issued with respect to such Company Common Stock to such a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence any applicable stock transfer taxes have been paid.