Deposit with Exchange Agent. As soon as practicable after the Effective Time, the Surviving Corporation shall deposit with a bank or trust company mutually agreeable to Parent and the Company (the "Exchange Agent"), pursuant to an agreement in form and substance reasonably acceptable to Parent and the Company an amount of cash and certificates representing shares of Parent Common Stock required to effect the conversion of Company Common Stock into Parent Common Stock and cash in accordance with Section 2.01(c).
Deposit with Exchange Agent. As soon as practicable after the Effective Time, Parent shall deposit with a bank or trust company mutually agreeable to Parent and the Company (the "Exchange Agent"), pursuant to an agreement in form and substance reasonably acceptable to Parent and the Company, when required, certificates representing shares of Parent Common Stock required to effect the conversion of Company Common Stock into Parent Common Shares in accordance with Section 2.1(b) and an amount of cash in respect of fractional shares pursuant to Section 2.2(d).
Deposit with Exchange Agent. As soon as practicable after the Effective Time, WPL shall deposit with such bank, trust company or other appropriate entity mutually agreeable to WPL, IES and Interstate (the "Exchange Agent"), certificates representing shares of WPL Common Stock required to effect the issuances referred to in Section 2.1, together with cash payable in respect of fractional shares pursuant to Section 2.3(d).
Deposit with Exchange Agent. As soon as practicable after the Effective Time, Parent shall deposit with a bank or trust company mutually agreeable to Parent and the Company (the "EXCHANGE AGENT"), pursuant to an agreement in form and substance reasonably acceptable to Parent and the Company, an amount of cash and certificates representing shares of Parent Common Stock required to effect the conversion of Company Common Stock into Parent Common Stock and cash in accordance with Section 2.1(c).
Deposit with Exchange Agent. As soon as practicable after the Effective Time, Buyer and the Surviving Corporation jointly and severally agree to deposit with a bank or trust company appointed by Buyer (and reasonably acceptable to the Company) (the "EXCHANGE AGENT") an amount of cash and certificates representing the shares of Buyer Common Stock required to effect the conversion of Outstanding Shares and the Dissenting Shares (presuming that they will lose the right to dissent) into cash and Buyer Common Stock in accordance with Section 2.01. Buyer and the Surviving Corporation jointly and severally agree promptly to deposit with the Exchange Agent additional amounts of cash, if any, needed from time to time by the Exchange Agent to make payments for fractional shares or Dissenting Shares and to effect the conversion of the Outstanding Shares, which payments shall be made by the Exchange Agent. The cash and Buyer Common Stock deposited with the Exchange Agent pursuant to this Section 2.02(a) may not be used for any other purpose, except as provided in this Agreement. All cash deposited with the Exchange Agent pursuant to this Section 2.02(a) shall be invested in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from either Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, or in certificates of deposit, bank repurchase agreements or bankers' acceptances of commercial banks with capital, surplus and undivided profits exceeding $50,000,000 ("PERMITTED INVESTMENTS"); provided, however, that the maturities of Permitted Investments shall be such as to permit the Exchange Agent to make prompt payments to persons entitled thereto pursuant to this Section 2.02. Any net profit resulting from, or interest or income produced by, such investments shall be distributed to Buyer by the Exchange Agent upon Buyer's request.
Deposit with Exchange Agent. At or prior to the Closing, SmartFinancial shall deliver or cause to be delivered to an exchange agent mutually agreed upon by SmartFinancial and the Company, which the Parties agree in advance may be SmartFinancial’s customary stock transfer agent (the “Exchange Agent”), for the benefit of holders of Company Common Stock (other than holders of Excluded Shares), (i) a certificate or certificates or, at SmartFinancial’s election, evidence of shares in book-entry form representing the number of shares of SmartFinancial Common Stock issuable to holders of Company Common Stock (other than holders of Excluded Shares) in the form of Merger Consideration pursuant to this Article III and (ii) cash in an amount sufficient to make payment in respect of fractional share interests in accordance with Section 3.4. The Exchange Agent shall not be entitled to vote or exercise any other rights of ownership with respect to the shares of SmartFinancial Common Stock held by it from time to time hereunder, provided that the Exchange Agent shall receive and hold all dividends and other distributions payable or distributable with respect to such shares for the account of the Persons entitled thereto.
Deposit with Exchange Agent. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of shares of TCI Music Preferred Stock in lieu of any fractional unit interests, TCI Music will promptly deposit with the Exchange Agent cash in the required amounts and the Exchange Agent will mail such amounts without interest to such holders; provided however, that no such amount will be paid to any holder with respect to any Company Stock Certificate prior to the surrender by such holder of such Company Stock Certificate.
Deposit with Exchange Agent. Prior to the Effective Time, Acquiror shall appoint a commercial bank or trust company reasonably acceptable to the Company to act as paying and exchange agent hereunder (the “Exchange Agent”). Immediately prior to the Effective Time, Acquiror shall deposit (or cause to be deposited) with the Exchange Agent to be held in trust (i) the number of shares of Acquiror Common Stock and Acquiror Preferred Stock equal to the Closing Share Consideration. Promptly following the Effective Time, Acquiror shall deliver, or shall cause the Exchange Agent to deliver, to each Pre-Closing Stockholder, its applicable portion of the Total Pre-Closing Stockholder Consideration in accordance with the Allocation Schedule via book-entry issuance, in each case, subject to any Tax withholdings as provided in Section 3.09.
Deposit with Exchange Agent. At or prior to the Closing, BancShares shall deliver or cause to be delivered to an exchange agent mutually agreed upon by BancShares and the Company, which the Parties agree in advance may be BancShares’ customary stock transfer agent (the “Exchange Agent”), for the benefit of holders of Company Common Stock (other than holders of Excluded Shares) cash in an amount sufficient to make payment in respect of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) as provided in Section 3.1 above and cash in an amount sufficient to pay holders of Company RSU Awards that will be receiving Company Common Stock at the Effective Time. Pending disbursement of the Merger Consideration to the holders of Company Common Stock, BancShares may direct the Exchange Agent to invest such cash in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from Standard & Poor’s Corporation, in money market funds which are invested solely as provided above, in certificates of deposit of or other deposit accounts in domestic commercial banks (including BancShares, and provided that such accounts are designated by the depository banks as containing funds held by the Exchange Agent for the benefit of BancShares and the former holders of Company Common Stock), or in such other investments as to which BancShares and the Exchange Agent shall agree (collectively, the “Permitted Investments”), any of which Permitted Investments shall have a maturity that will not prevent or delay payments to be made pursuant to this ARTICLE III. All interest, dividends or other income on the invested funds shall belong solely to BancShares. If for any reason (including losses on invested funds) the funds held by the Exchange Agent are inadequate to pay the amounts to which the holders of Company Common Stock shall be entitled under this ARTICLE III, BancShares shall be liable for the payment of any deficiency.
Deposit with Exchange Agent. As soon as practicable after the Effective Time, the Surviving Corporation shall deposit with a bank or trust company mutually agreeable to FirstEnergy and GPU (the "Exchange Agent"), pursuant to an agreement in form and substance reasonably acceptable to FirstEnergy and GPU, an amount of cash and certificates representing the shares of FirstEnergy Common Stock required to effect the conversion of GPU Common Stock into FirstEnergy Common Stock and cash in accordance with Section 2.01.
