Exchange and Paying Agent. Parent, or an institution mutually agreed to by Parent and the Company, and at Parent’s sole expense, prior to the Effective Time, shall serve as the exchange and paying agent (such institution, the “Exchange and Paying Agent”) for the Merger, other than with respect to the Option Payment. The Surviving Corporation shall serve as the paying agent for the Option Payment.
Exchange and Paying Agent. Promptly following the Effective Time, the Company shall deposit with such bank or trust company as may be designated by the Company (the "Exchange and Paying Agent"), for the benefit of the CEI Shareholders and the NU Shareholders, for exchange in accordance with this Article II, through the Exchange and Paying Agent, certificates representing the shares of Company Common Stock and immediately available funds in amounts and at the times necessary to pay the Merger Consideration (such shares of Company Common Stock and funds, together with any dividends or distributions with respect thereto with a record date after the Effective Time, being hereinafter referred to as the "Exchange Fund") in exchange for outstanding shares of CEI Common Stock (or CEI Common Stock held by CECONY) or outstanding NU Common Shares together with the associated NU Rights, as the case may be.
Exchange and Paying Agent. Promptly following the Effective Time, the Company shall deposit with such bank or trust company as may be designated by the Company (the "Exchange and Paying Agent"), for the benefit of the NU Shareholders, for exchange in accordance with this Article II, through the Exchange and Paying Agent, certificates representing the shares of Company Common Stock and immediately available funds in amounts and at the times necessary to pay the Merger Consideration (such shares of Company Common Stock and funds, together with any dividends or distributions with respect thereto with a record date after the Effective Time, being hereinafter referred to as the "Exchange Fund") in exchange for outstanding NU Common Shares together with the associated NU Rights.
Exchange and Paying Agent. The Exchange and Paying Agent shall, pursuant to instructions from the Buyer in accordance with the Exchange and Paying Agent Agreement and the Allocation Schedule, deliver the Aggregate Closing Consideration to the Company Stockholders (including, if applicable, holders of Company Restricted Stock Awards). The Payment Fund shall not be used for any purpose other than as specified in this Section 2.2(a).
Exchange and Paying Agent. The Exchange and Paying Agent shall, pursuant to instructions from Public Company and Merger Partner in accordance with the Exchange and Paying Agent Agreement and the Allocation Schedule, deliver (i) the applicable portion of the Merger Consideration to be paid in shares of Public Company Class A Common Stock, shares of Public Company Class B Common Stock and Merger Partner Common Units to the equity holders of Merger Partner and (ii) the applicable portion of the Merger Consideration for each Blocker Merger to be paid in shares of Public Company Class A Common Stock to the equity holders of the corresponding Blocker being merged in such Blocker Merger. The Payment Fund shall not be used for any purpose other than as specified in this Section 2.2(a).
Exchange and Paying Agent. At or prior to the Effective Time, the Buyer shall (in accordance with Section 2.1(d)(ii)(F)) deposit the Payment Fund with the Exchange and Paying Agent for payment to the Company Equityholders in accordance with this Section 2.2 and the Closing Date Allocation Schedule. The Exchange and Paying Agent shall, pursuant to instructions from the Buyer in accordance with the Exchange and Paying Agent Agreement and the Closing Date Allocation Schedule, deliver the applicable portion of the Aggregate Closing Consideration out of the Payment Fund for payment in respect of Company Stock and Company Warrants. The Payment Fund shall not be used for any purpose other than as specified in this Section 2.2(a).
Exchange and Paying Agent. Parent’s transfer agent, who is currently Computershare, Inc. and its fully owned subsidiary, Computershare Trust Company, N.A. a national banking association, shall serve as the exchange and paying agent (such institution, the “Exchange and Paying Agent”) for the Merger, other than with respect to the Option Merger Consideration. The Interim Surviving Entity or the Final Surviving Entity shall serve as the paying agent for the Option Merger Consideration.
Exchange and Paying Agent. Prior to the Partnership Merger Effective Time, Acquiror shall appoint an institution reasonably acceptable to the Company to act as Exchange and Paying Agent (the “Exchange Agent”) in accordance with an agreement reasonably satisfactory to the Company for the payment or exchange, as applicable, in accordance with this Article 3, of the Merger Consideration (collectively, such cash and securities being referred to as the “Exchange Fund”). On or before the Partnership Merger Effective Time, Acquiror shall deposit with the Exchange Agent the Merger Consideration, for the benefit of the holders of Shares and Partnership LP Units (including Partnership LTIP Units), as applicable. Acquiror, pursuant to irrevocable instructions, shall cause the Exchange Agent to make, and the Exchange Agent shall make, payments of the Merger Consideration out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose. All expenses of the Exchange Agent shall be paid by Acquiror or the Surviving Company.
Exchange and Paying Agent. Parent, or an institution selected by Parent, shall serve as the exchange and paying agent (Parent in such capacity, or such institution, the "EXCHANGE AND PAYING AGENT") for the Merger to receive the consideration to which the Stockholders are or may be entitled to pursuant to this Agreement.
Exchange and Paying Agent. The Exchange and Paying Agent shall, pursuant to instructions from the Buyer in accordance with the Exchange and Paying Agent Agreement and the Closing Date Allocation Schedule (as it may be modified pursuant to Section 2.5(a)(i) and Section 5 of Schedule 2.7 and Section 2.8(b)), deliver the amounts payable to the Company Stockholders out of the Payment Fund upon deposit by the Buyer in accordance with Sections 2.1(d)(ii)(E), 2.6(f) and 2.7. The Payment Fund shall be invested by the Exchange and Paying Agent as directed by the Buyer. The Payment Fund shall not be used for any purpose other than as specified in this Section 2.2(a).
