Examples of Exchange Agent in a sentence
The Exchange Agent will deliver to the Surviving Corporation, upon the Surviving Corporation’s demand, any portion of the Exchange Fund (including any interest and other income received by the Exchange Agent in respect of all such funds) which remains undistributed to the former holders of Certificates or Book-Entry Shares upon expiration of the period ending one (1) year after the Effective Time.
The Exchange Agent shall invest any cash in the Exchange Fund if and as directed by Xxxxxx; provided that such investment shall be (1) in obligations of, or guaranteed by the full faith and credit of, the United States, (2) in commercial paper obligations of issuers organized under the Law of a state of the United States, rated P-1 or A-1 or better by Xxxxx’x Investors Service, Inc.
In addition, Parent shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time at or after the Closing any dividends or distributions payable pursuant to Section 3.02(c).
To the extent that amounts are withheld, and duly and timely remitted to the appropriate Governmental Authority, by Buyer, the Company, the Final Surviving Corporation, the Company Stockholder Representative or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement and/or the CVR Agreement as having been paid to the person in respect of which such deduction and withholding was made.
At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of shares of Company Common Stock contemplated by Section 2.01(a), an aggregate amount of cash sufficient to deliver the aggregate amount of the Merger Consideration (which, for the avoidance of doubt, shall not include any amounts due under Section 2.04).