Common use of Exchange of Certificates; Exchange Agent Clause in Contracts

Exchange of Certificates; Exchange Agent. (a) Parent shall designate a bank or trust company reasonably satisfactory to the Company to act as agent for the holders of the Shares in connection with the Merger (the “Exchange Agent”) to receive in trust the funds to which holders of the Shares shall become entitled pursuant to Section 2.01(c). At the Effective Time, Parent or Purchaser shall deposit, or cause to be deposited, with the Exchange Agent for the benefit of holders of Shares the aggregate consideration to which such holders shall be entitled at the Effective Time pursuant to Section 2.01(c). Such funds shall be invested as directed by Parent or the Surviving Corporation pending payment thereof by the Exchange Agent to holders of the Shares.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Golden State Vintners Inc), Merger Agreement (Golden State Vintners Inc), Agreement and Plan of Merger (Golden State Vintners Inc)

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Exchange of Certificates; Exchange Agent. (a) Parent shall designate a bank or trust company reasonably satisfactory to the Company to act as agent for the holders of the Shares in connection with the Merger (the “Exchange Agent”) to receive in trust the funds to which holders of the Shares shall become entitled pursuant to Section 2.01(c). At the Effective Time, Parent or Purchaser shall deposit, or cause to be deposited, with the Exchange Agent for the benefit of holders of Shares the aggregate consideration to which such holders shall be entitled at the Effective Time pursuant to Section 2.01(c). Such funds shall be invested as directed by Parent or the Surviving Corporation pending payment thereof by the Exchange Agent to holders of the SharesShares (it being understood that any and all interest earned on funds made available to the Exchange Agent pursuant to this Agreement shall be the property of, and shall be turned over to, Parent).

Appears in 1 contract

Samples: Merger Agreement (Golden State Vintners Inc)

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