Exchange of Shares and Certificates. (a) As of the Effective Time of the Merger, Subsidiary shall deposit the Merger Consideration with Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., or such other exchange and escrow agent as may be mutually agreed upon by Parent and Subsidiary (the “Escrow Agent”), for the benefit of the holders of the Parent Common Stock each for exchange in accordance with this Article II.
Exchange of Shares and Certificates. (a) At or prior to the Closing, Parent shall deposit with the Paying Agent, in trust for the benefit of the holders of shares of Company Common Stock immediately prior to the Effective Time, an amount in cash sufficient to pay the Cash Component. All cash deposited with the Paying Agent shall hereinafter be referred to as the “Exchange Fund.” If for any reason (including losses) the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Paying Agent hereunder with respect to the payment of the Cash Component, Parent will, or will cause Merger Sub to, promptly deposit cash with the Paying Agent in an amount which is equal to the deficiency required to fully satisfy such cash payment obligations.
Exchange of Shares and Certificates. (a) On the terms and subject to the conditions of this Agreement, immediately following the Effective Time and as consideration for the Merger, New Mylan shall cause to be delivered to the Exchange Agent, solely for the account and benefit of the former shareholders of Mylan, a number of New Mylan Ordinary Shares equal to the total number of shares of Mylan Common Stock outstanding immediately prior to the Merger for delivery to holders of Mylan Certificates entitled to receive the Merger Consideration pursuant to Section 2.8(a). In addition, New Mylan shall make available by depositing with the Exchange Agent, as necessary from time to time after the Effective Time, cash in an amount sufficient to make the payments in respect of any dividends or distributions to which holders of shares of New Mylan Ordinary Shares may be entitled pursuant to Section 2.9(c). All cash deposited with the Exchange Agent and the New Mylan Ordinary Shares delivered to the Exchange Agent shall hereinafter be referred to collectively as the “Exchange Fund”. At the Effective Time, the respective obligations of New Mylan, the Surviving Corporation and the Exchange Agent under this Section 2.9 shall be unconditional.
Exchange of Shares and Certificates. (a) As of the Effective Time of the Merger, Acquisition (or Parent, acting on its behalf) shall deposit the Merger Consideration with First Union National Bank or such other bank or trust company as may be mutually agreed upon by Company and Parent (the "Exchange Agent"), for the benefit of the holders of the Common Stock and the Company Stock Options, each for exchange in accordance with this Article II.
Exchange of Shares and Certificates. (a) As promptly as reasonably practicable following the date of this Agreement, but in no event later than ten (10) Business Days prior to the Closing Date, NewPubco shall appoint ETC (or its applicable Affiliate) as an exchange agent, together with such Israeli financial institution or trust company operating as a subagent and as approved in the Israeli Tax Ruling (the “Exchange Agent”), and enter into an exchange agent agreement with the Exchange Agent for the purpose of exchanging certificates, if any, representing the SPAC Shares and each SPAC Share held in book-entry form on the stock transfer books of SPAC immediately prior to the Merger Effective Time, in either case, for the SPAC Merger Consideration and on the terms and subject to the other conditions set forth in this Agreement. Notwithstanding the foregoing or anything to the contrary herein, in the event that ETC is unable or unwilling to serve as the Exchange Agent, then SPAC and the Company shall, as promptly as reasonably practicable thereafter, but in no event later than the Closing Date, mutually agree upon an exchange agent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), and NewPubco shall appoint and enter into an exchange agent agreement with such exchange agent, who shall for all purposes under this Agreement constitute the Exchange Agent. NewPubco shall, and shall cause its Representatives to, reasonably cooperate with SPAC and the Exchange Agent and their respective Representatives in connection with the appointment of the Exchange Agent, the entry into an Exchange Agent Agreement (including, if necessary or advisable, as determined in good faith by SPAC, by also entering into an Exchange Agent Agreement in the form agreed to by SPAC and the Exchange Agent) and the covenants and agreements in this Section 2.9 (including the provision of any information, or the entry into any agreements or documentation, necessary or advisable, as determined in good faith by SPAC, or otherwise required by the Exchange Agent Agreement for the Exchange Agent to fulfill its duties as the Exchange Agent in connection with the transactions contemplated hereby). The provisions in this Section 2.9 (shall be subject in all respects to any requirements or restrictions imposed in the Israeli Tax Rulings).
Exchange of Shares and Certificates. (a) Not less than five (5) Business Days prior to the Closing Date, Parent shall engage an institution reasonably satisfactory to the Company to act as exchange agent in connection with the Merger (the “Exchange Agent”). At such times which shall be sufficient to comply with the procedures set forth in Section 2.9(b), Parent shall deposit with the Exchange Agent, in trust for the benefit of the Company Stockholders, certificates representing the Transaction Shares issuable pursuant to Section 2.7(c), less the Escrowed Earnout Shares which shall be deposited with the Escrow Agent pursuant to Section 2.8. In addition, Parent shall make available by depositing with the Exchange Agent, as necessary from time to time after the Effective Time, cash in an amount sufficient to make the payments in lieu of fractional shares of Parent Common Stock pursuant to Section 2.7(e) and any dividends or distributions to which Company Stockholders may be entitled pursuant to Section 2.9(c). All cash and certificates representing shares of Parent Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.”
Exchange of Shares and Certificates. . . 9 Section 3.3
Exchange of Shares and Certificates. To the extent the certificates representing shares of CheckFree Common Stock may not act as certificates representing an equal number of shares of HoldCo Common Stock, the provisions of this Section 3.3 shall apply.
Exchange of Shares and Certificates
