Deposit of Merger Consideration. At or prior to the Effective Time, Parent shall (i) authorize the Exchange Agent to issue an aggregate number of shares of Parent Common Stock equal to the aggregate Merger Consideration, and (ii) deposit, or cause to be deposited with, the Exchange Agent, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.3(f) (the “Exchange Fund”).
Appears in 10 contracts
Samples: Merger Agreement, Merger Agreement (Countrywide Financial Corp), Merger Agreement (Wachovia Corp New)
Deposit of Merger Consideration. At or prior to the Effective Time, Parent shall (i) authorize the Exchange Agent to issue an aggregate number of shares of Parent Common Stock equal to the aggregate Merger Consideration, and (ii) deposit, or cause to be deposited with, the Exchange Agent, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.3(f) (the “"Exchange Fund”").
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement, Merger Agreement (Bear Stearns Companies Inc)
Deposit of Merger Consideration. At or prior to the Effective Time, Parent shall (i) authorize the Exchange Agent to issue an aggregate number of shares of Parent Common Stock equal to the aggregate Merger Consideration, and Consideration (ii) deposit, or cause to be deposited with, together with the proceeds from the sale of the Excess Shares by the Exchange Agent, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.3(f) (the “Exchange Fund”).
Appears in 3 contracts
Samples: Merger Agreement (Pma Capital Corp), Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (Landamerica Financial Group Inc)
Deposit of Merger Consideration. At or prior to As of the Effective Time, Parent shall deposit or cause to be deposited with the Exchange Agent, for the benefit of holders of Certificates or evidence of Book-Entry Shares, for exchange in accordance with this Section 2.2, (i) authorize certificates representing the Exchange Agent to issue an aggregate number of shares of Parent Common Stock equal sufficient to deliver the aggregate Merger Consideration, and (ii) deposit, or cause cash in immediately available funds in an amount sufficient to be deposited with, pay the Exchange Agent, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.3(f) aggregate Fractional Share Cash Amount (the “"Exchange Fund”").
Appears in 2 contracts
Samples: Merger Agreement (Stratex Oil & Gas Holdings, Inc.), Merger Agreement (RICHFIELD OIL & GAS Co)
Deposit of Merger Consideration. At or prior to the Effective Time, the Parent shall (i) authorize deposit, or shall cause to be deposited, with the Exchange Agent to issue an aggregate certificates representing the number of shares of Parent Common Stock equal sufficient to deliver the aggregate Merger Consideration, and (ii) deposit, or cause to be deposited with, the Exchange Agent, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.3(f) Consideration (the “Exchange Fund”), and Parent shall instruct the Exchange Agent to timely pay the aggregate Merger Consideration (including cash in lieu of fractional shares) in accordance with this Agreement.
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Deposit of Merger Consideration. At or prior to the Effective Time, Parent shall (i) authorize the Exchange Agent to issue an aggregate number of shares of Parent Common Stock equal to the portion of the aggregate Merger Consideration, and (ii) deposit, or cause to be deposited with, the Exchange Agent, Consideration that is issuable in respect of Certificates that immediately prior to the extent then determinable, any cash payable in lieu Effective Time represented shares of fractional shares pursuant to Section 2.3(f) Company Class A Common Stock (the “Exchange Fund”).
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