Common use of Deposit of Merger Consideration and Paying Agent Clause in Contracts

Deposit of Merger Consideration and Paying Agent. (i) At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, an amount in cash in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments in respect of the Eligible Shares pursuant to Section 3.02(b) and the Company Equity Payments to be paid by the Paying Agent pursuant to Section 3.03(d) (such cash, the “Exchange Fund”).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (United Rentals, Inc.), Agreement and Plan of Merger (Biotelemetry, Inc.), Agreement and Plan of Merger

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Deposit of Merger Consideration and Paying Agent. (i) At or prior to As promptly as practicable after the Effective Time, but on the Closing Date, Parent shall deposit, or cause to be deposited, with a paying agent selected and engaged by Parent prior to the Closing Date that is reasonably acceptable to the Special Committee (the “Paying Agent”), an amount in cash in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments in respect of the Eligible Shares pursuant to Section 3.02(b) and the Company Equity Payments to be paid by the Paying Agent pursuant to Section 3.03(d4.2(b) (such cashthe aggregate amount of cash deposited, the “Exchange Fund”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (AeroGrow International, Inc.), Agreement and Plan of Merger (SMG Growing Media, Inc.)

Deposit of Merger Consideration and Paying Agent. (i) At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with a paying agent selected by Parent prior to the Effective Time after reasonable consultation with the Company (the “Paying Agent”), an amount in cash in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments in respect of the Eligible Shares pursuant to Section 3.02(b4.2(b) and the Company Equity Payments to be paid by the Paying Agent pursuant to Section 3.03(d4.3(b) (such cash, the “Exchange Fund”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Syntel Inc)

Deposit of Merger Consideration and Paying Agent. (i) At or prior to On the Effective TimeClosing Date, Parent shall deposit, or cause to be deposited, with the Paying Agent, an amount in cash in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments in respect of the Eligible Shares pursuant to Section 3.02(b) and the Company Equity Payments to be paid by the Paying Agent pursuant to Section 3.03(d4.3(b) (such cash, the “Exchange Fund”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (LHC Group, Inc)

Deposit of Merger Consideration and Paying Agent. (i) At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with a paying agent selected by Parent and reasonably acceptable to the Company (such acceptance not to be unreasonably conditioned, withheld or delayed) (the “Paying Agent”), an amount in cash in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments in respect of the Eligible Shares pursuant to Section 3.02(b) and the Company Equity Payments to be paid by the Paying Agent pursuant to Section 3.03(d4.1(a) (such cash, cash being hereinafter referred to as the “Exchange Fund”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blackhawk Network Holdings, Inc)

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Deposit of Merger Consideration and Paying Agent. (i) At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, an amount in cash in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments in respect of the Eligible Shares pursuant to Section 3.02(b) and the Company Equity Payments to be paid by the Paying Agent pursuant to Section 3.03(d4.3(b) (such cash, the “Exchange Fund”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Change Healthcare Inc.)

Deposit of Merger Consideration and Paying Agent. (i) At or Immediately prior to the Effective Time, Parent shall deposit, or cause to be deposited, with a paying agent selected by Parent (subject to the consent, not to be unreasonably withheld, of the Company) (the “Paying Agent”), an amount in cash in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments in respect of the Eligible Shares pursuant to Section 3.02(b4.1(a) and the Company Equity Payments to be paid by the Paying Agent pursuant to Section 3.03(d4.5(d) (such cash, the “Exchange Fund”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ladenburg Thalmann Financial Services Inc.)

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