Appointment of Exchange Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, for the payment of the Merger Consideration and shall enter into an agreement relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Company.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ii-Vi Inc), Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger (Coherent Inc)
Appointment of Exchange Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, ) for the payment of the Merger Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Companyunder this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Office Depot Inc), Agreement and Plan of Merger (Dollar Tree Inc)
Appointment of Exchange Agent. Prior to the Effective TimeClosing, Parent shall appoint a bank or trust company to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which shall to be reasonably acceptable to the Company, for the payment of the Merger Consideration and shall enter into an agreement relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Desktop Metal, Inc.), Agreement and Plan of Merger (ExOne Co), Agreement and Plan of Merger (Flir Systems Inc)
Appointment of Exchange Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company to act as is approved by the Company (which approval shall not be unreasonably withheld) as exchange and paying agent (the “Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, ) for the exchange and payment of the Merger Consideration and shall enter into an agreement relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the CompanyConsideration.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Microchip Technology Inc)
Appointment of Exchange Agent. Prior to the Effective TimeClosing, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, ) for the payment of the Merger Consideration and shall enter into an exchange agent agreement reasonably acceptable to the Company relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Companyunder this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Synnex Corp), Agreement and Plan of Merger (Synnex Corp), Agreement and Plan of Merger (Convergys Corp)
Appointment of Exchange Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which shall to be reasonably acceptable to the Company, for the payment of the Merger Consideration and shall enter into an agreement relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PNK Entertainment, Inc.), Agreement and Plan of Merger (Pinnacle Entertainment Inc.), Agreement and Plan of Merger (Gaming & Leisure Properties, Inc.)
Appointment of Exchange Agent. Prior to the First Effective Time, Parent shall appoint a bank or trust company to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which bank or trust company shall be reasonably acceptable to the Company) to act as exchange agent (such exchange agent, which, if practicable, shall also be the depositary pursuant to the Offer, the “Exchange Agent”) for the payment of the Transaction Consideration in the Offer and the First Merger Consideration and shall enter into an agreement relating to the Exchange Agent’s responsibilities with respect theretounder this Agreement, which shall be in form and substance reasonably acceptable satisfactory to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Alexion Pharmaceuticals Inc), Agreement and Plan of Reorganization (Synageva Biopharma Corp)
Appointment of Exchange Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company to act as exchange agent (such exchange agent, the “Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, ) for the payment of the Per Share Merger Consideration in the Merger and shall enter into an agreement relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Companyunder this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endologix Inc /De/), Agreement and Plan of Merger (TriVascular Technologies, Inc.)
Appointment of Exchange Agent. Prior to the Effective Time, Parent shall appoint designate a bank or trust company to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, Company to act as the exchange agent for the payment of the Merger Consideration in connection with the Merger (the “Exchange Agent”) and shall enter into an agreement relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Companyunder this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sterling Check Corp.), Agreement and Plan of Merger (First Advantage Corp)
Appointment of Exchange Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, ) for the payment of the Merger Consideration and shall enter into an agreement reasonably acceptable to the Company (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Companyunder this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Insite Vision Inc), Agreement and Plan of Merger (Insite Vision Inc)
Appointment of Exchange Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company that is reasonably acceptable to Company to act as exchange agent (the “"Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, ") for the payment of the Merger Consideration and shall enter into an agreement relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Companyunder this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stratex Oil & Gas Holdings, Inc.), Agreement and Plan of Merger (RICHFIELD OIL & GAS Co)
Appointment of Exchange Agent. Prior to the Effective Time, Parent shall appoint a Parent’s transfer agent as exchange agent or another bank or trust company reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, ) for the payment of the Merger Consideration in the Merger and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Companyunder this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Linear Technology Corp /Ca/), Agreement and Plan of Merger (Analog Devices Inc)
Appointment of Exchange Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company that is reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, ) for the payment of the Merger Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities responsibilities, with respect thereto, thereto in form and substance reasonably acceptable satisfactory to the CompanyCompany (which confirmation of satisfaction shall not be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rti International Metals Inc), Agreement and Plan of Merger (Alcoa Inc.)
Appointment of Exchange Agent. Prior to the LP Merger Effective Time, Parent shall appoint appoint, and enter into a customary exchange agreement with, a nationally recognized bank or trust company designated by Parent and reasonably acceptable to the Partnership to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, ) for the payment of the Merger Consideration and shall enter into an agreement relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the CompanyConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rayonier Inc), Agreement and Plan of Merger (Pope Resources LTD Partnership)
Appointment of Exchange Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which shall to be reasonably acceptable to the Company, for the payment of the Merger Consideration and shall enter into an agreement relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eldorado Resorts, Inc.), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp)
Appointment of Exchange Agent. Prior to the Effective Time, Parent shall appoint a Parent’s transfer agent as exchange agent or another bank or trust company reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, ) for the payment of the Merger Consideration in the Mergers and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Companyunder this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ixys Corp /De/), Agreement and Plan of Merger (Littelfuse Inc /De)
Appointment of Exchange Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company company, which shall be reasonably acceptable to the Company, to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, ) for the payment of the Merger Consideration in the Merger and shall enter into an agreement reasonably acceptable to the Company relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Companyunder this Agreement.
Appears in 1 contract
Appointment of Exchange Agent. Prior to the Closing Effective Time, Parent shall appoint designate a bank or trust company to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, Company to act as the exchange agent for the payment of the Merger Consideration in connection with the Second Merger (the “Exchange Agent”) and shall enter into an agreement relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Companyunder this Agreement.
Appears in 1 contract
Appointment of Exchange Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as exchange agent (the “"Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, ") for the payment of the Merger Consideration and shall enter into an agreement reasonably acceptable to the Company (the "Exchange Agent Agreement") relating to the Exchange Agent’s 's responsibilities with respect thereto, in form and substance reasonably acceptable to the Companyunder this Agreement.
Appears in 1 contract
Appointment of Exchange Agent. Prior to the First Effective Time, Parent shall appoint a bank or trust company to act as exchange agent (the “Exchange Agent”), the identity and the terms of appointment of which bank or trust company shall be reasonably acceptable to the Company) to act as exchange agent (such exchange agent, which, if practicable, shall also be the depositary pursuant to the Offer, the “Exchange Agent”) for the payment of the Transaction Consideration in the Offer and the First Merger Consideration and shall enter into an agreement relating to the Exchange Agent’s responsibilities with respect theretounder this Agreement, which shall be in form and substance reasonably acceptable satisfactory to the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Surgical Care Affiliates, Inc.)
Appointment of Exchange Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as exchange agent (the “"Exchange Agent”), the identity and the terms of appointment of which shall be reasonably acceptable to the Company, ") for the payment of the Merger Consideration and shall enter into an agreement (the "Exchange Agent Agreement") relating to the Exchange Agent’s 's responsibilities with respect thereto, in form and substance reasonably acceptable to the Companyunder this Agreement.
Appears in 1 contract
