Change Fund Sample Clauses

Change Fund. Parking Operator shall establish the necessary change fund (approved and funded by the City) for daily parking operations and shall collect and hold in trust for the City, until deposited in a bank approved by the Director upon the expiration or termination of this Agreement.
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Change Fund. Each Restaurant’s customary monetary change fund as set forth on Schedule 1.1(a) (collectively, the “Change Fund”);
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Change Fund. The Concessionaire will maintain, at its own cost, a cash drawer change fund sufficient for the proper operation of the cashiering function.
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Change Fund. Supplies
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Related to Change Fund

  • Exchange Fund Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the Company’s stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock issuable pursuant to Section 2.1(a) in book-entry form equal to the aggregate Parent Stock portion of the Merger Consideration (excluding any Fractional Share Consideration), and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration, Option Consideration payable to holders who are not current or former employees of the Company or any Company Subsidiary (“Non-Employee Option Consideration”) and any dividends under Section 2.2(f) (such evidence of book-entry shares of Parent Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock and the persons entitled to receive the Non-Employee Option Consideration. In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration, Non-Employee Option Consideration and any dividends under Section 2.2(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration, Non-Employee Option Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock in accordance with

  • Return of Exchange Fund Any portion of the Exchange Fund which remains undistributed to the former stockholders of the Company for one year after the Effective Time shall be delivered to the Parent Companies and any such former stockholders who have not theretofore complied with this Article I shall thereafter look only to the Parent Companies for payment of their claim for Paired Shares, any cash payable pursuant to Sections 1.5(c) or 1.8 and any dividends or distributions with respect to Paired Shares. None of Parent, Trust or Surviving Corporation shall be liable to any former holder of Company Common Stock for any such Paired Shares, cash and dividends and distributions held in the Exchange Fund which is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

  • Termination of the Exchange Fund Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Consideration.

  • Payment Fund “Payment Fund” is defined in Section 2.6(a) of the Agreement.

  • Termination of Exchange Fund Any portion of the Exchange Fund which remains undistributed to the holders of Company Common Stock for 180 days after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Company Common Stock who have not theretofore complied with this Article II shall thereafter look only to Parent for the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which they are entitled pursuant to Section 2.02(e) and any dividends or other distributions with respect to the Parent Common Stock to which they are entitled pursuant to Section 2.02(c).

  • Investment of the Exchange Fund The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent on a daily basis. Any interest and other income resulting from such investments shall promptly be paid to Parent.

  • Distribution of Exchange Fund to Parent Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Uncertificated Shares on the date that is one year after the Effective Time will be delivered to Parent upon demand, and any holders of shares of Company Common Stock that were issued and outstanding immediately prior to the Merger who have not theretofore surrendered or transferred their Certificates or Uncertificated Shares representing such shares of Company Common Stock for exchange pursuant to this Section 2.9 will thereafter look for payment of the Per Share Price payable in respect of the shares of Company Common Stock represented by such Certificates or Uncertificated Shares solely to Parent (subject to abandoned property, escheat or similar Laws), solely as general creditors thereof, for any claim to the Per Share Price to which such holders may be entitled pursuant to Section 2.7.

  • Investment of Exchange Fund The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.

  • Termination of Exchange Fund; No Liability At any time following twelve (12) months after the Effective Time, Parent shall be entitled to require the Exchange Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Exchange Agent’s routine administrative procedures, to holders of Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to Parent (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f), payable upon due surrender of their Certificates or Book-Entry Shares and compliance with the procedures in Section 2.2(b), without any interest thereon. Notwithstanding the foregoing, none of the Surviving Corporation, Parent or the Exchange Agent shall be liable to any holder of a Certificate or Book-Entry Share for any Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

  • Escrow Amount (a) The Escrow Agent shall hold the Escrow Stock, Escrow Cash and USVI Tax Escrow in accordance with the terms and conditions of an escrow agreement, by and among the Parent, the Seller, and the Escrow Agent, in substantially the form attached hereto as Exhibit 2.6 (the “Escrow Agreement”). The Escrow Stock and Escrow Cash shall remain in escrow following the Closing to cover any indemnification claims in accordance with the terms of the Escrow Agreement and Section 11.7 hereof. The USVI Tax Escrow shall remain in escrow following the Closing to cover any indemnification claim related to USVI Exposure. (b) The Escrow Agreement shall provide that the Escrow Stock shall be released as follows (each date of escrow release, an “Escrow Release Date”) and the value of each share of Parent Common Stock for purposes of this Section 2.6(b) equal to the Issuance Price: (i) twenty-five percent (25%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the nine (9) month anniversary of the Closing Date (the “First Escrow Release Date”); (ii) thirty-three and one-third percent (33.33%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the twelve (12) month anniversary of the Closing Date; (iii) fifty percent (50%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the fifteen (15) month anniversary of the Closing Date; and (iv) any Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the eighteen (18) month anniversary of the Closing Date (the “Final Escrow Release Date”.

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