Investment of Exchange Fund. The Paying Agent shall invest the cash in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Mentor Corp /Mn/), Agreement and Plan of Merger (Animas Corp), Agreement and Plan of Merger (Johnson & Johnson)
Investment of Exchange Fund. The Paying Exchange Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid to and be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Xerox Corp), Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Smithfield Foods Inc)
Investment of Exchange Fund. The Paying Agent shall invest the any cash included in the Exchange Fund Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to ParentParent or the Surviving Corporation.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (I Stat Corporation /De/), Agreement and Plan of Merger (I Stat Corporation /De/), Agreement and Plan of Merger (Illinois Tool Works Inc)
Investment of Exchange Fund. The Paying Exchange Agent shall invest the any cash in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Homefed Corp), Agreement and Plan of Merger (Jefferies Financial Group Inc.), Agreement and Plan of Merger (Solarcity Corp)
Investment of Exchange Fund. The Paying Exchange Agent shall invest the all cash included in the Exchange Fund Fund, as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Applera Corp)
Investment of Exchange Fund. The Paying Exchange Agent shall invest the any cash included in the Exchange Fund as directed by Parent; provided that no such investment shall relieve Parent or the Exchange Agent from making the payments required by this Article II, and following any losses Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the holders of Company Common Stock in the amount of such losses. Any interest and other or income resulting from produced by such investments shall will be paid payable to Parent or its designee as directed by Parent.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Middleby Corp), Agreement and Plan of Merger (Welbilt, Inc.)
Investment of Exchange Fund. The Paying Agent shall invest the all cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (BMP Sunstone CORP), Agreement and Plan of Merger (W R Grace & Co), Agreement and Plan of Merger (Synthetech Inc)
Investment of Exchange Fund. The Paying Agent shall invest the any ---------------------------- cash included in the Exchange Fund Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Schering Berlin Inc), Agreement and Plan of Merger (Diatide Inc)
Investment of Exchange Fund. The Paying Agent shall invest the any cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pec Solutions Inc), Agreement and Plan of Merger (Nortel Networks Inc.), Agreement and Plan of Merger (Nortel Networks LTD)
Investment of Exchange Fund. The Paying Agent shall invest the cash in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid solely to Parent. No investment losses resulting from investment of the Exchange Fund shall diminish the rights of any holder of Certificates or Book-Entry Shares to receive the Merger Consideration as provided herein.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Hewlett Packard Enterprise Co), Agreement and Plan of Merger (Nimble Storage Inc)
Investment of Exchange Fund. The Paying Agent shall invest the all cash included in the Exchange Fund as reasonably directed by Parent. Any interest and other income resulting from such investments shall be paid to Parentthe Parent upon demand.
Appears in 3 contracts
Samples: Merger Agreement (Cardionet Inc), Merger Agreement (Biotel Inc.), Merger Agreement (Biotel Inc.)
Investment of Exchange Fund. The Paying Agent shall invest the cash in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid to and be income of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Scios Inc), Agreement and Plan of Merger (Moore Medical Corp), 82 Agreement and Plan of Merger (Johnson & Johnson)
Investment of Exchange Fund. The Paying Exchange Agent shall invest the any cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be the property of, and shall be paid to to, Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seabulk International Inc), Agreement and Plan of Merger (Seacor Holdings Inc /New/)
Investment of Exchange Fund. The Paying Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid to and be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Paying Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations.
Appears in 2 contracts
Samples: Support and Tender Agreement (Bed Bath & Beyond Inc), Agreement and Plan of Merger (Cost Plus Inc/Ca/)
Investment of Exchange Fund. The Paying Agent shall invest the all cash included in the Exchange Payment Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parentthe Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FMFG Ownership, Inc.), Agreement and Plan of Merger (First Montauk Financial Corp)
Investment of Exchange Fund. The Paying Exchange Agent shall invest the all cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PAETEC Holding Corp.), Agreement and Plan of Merger (Ev3 Inc.)
Investment of Exchange Fund. The Paying Payment Agent shall invest the any cash included in the Exchange Payment Fund as directed by Parent. Any interest and or other income resulting from such investments shall be paid to Parent. The Parent shall replace any net losses incurred by the Payment Fund as a result of investments made pursuant to this Section 2.2(f).
Appears in 2 contracts
Samples: Exhibit 2 Agreement and Plan of Merger (Taco Cabana Inc), Agreement and Plan of Merger (Carrols Corp)
Investment of Exchange Fund. The Paying Exchange Agent shall invest the cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be the property of, and shall be paid to to, Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allegheny Technologies Inc), Agreement and Plan of Merger (Ladish Co Inc)
Investment of Exchange Fund. The Paying Agent shall invest the cash in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid from time to time to Parent, upon request.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Overseas Shipholding Group Inc), Agreement and Plan of Merger (Maritrans Inc /De/)
Investment of Exchange Fund. The Paying Exchange Agent shall invest the cash included in the Exchange Fund as directed in a money market deposit account selected by ParentParent prior to the Closing. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hospitality Properties Trust), Agreement and Plan of Merger (Travelcenters of America LLC)
Investment of Exchange Fund. The Paying Exchange Agent shall will invest the any cash included in the Exchange Fund Fund, as directed by Parent. Any interest and other income resulting from such investments shall will be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HSB Group Inc), Agreement and Plan of Merger (American International Group Inc)
Investment of Exchange Fund. The Paying Agent shall invest the any cash included in the Exchange Fund as directed by Parentthe Parent on a daily basis. Any interest and other income resulting from such investments shall promptly be paid to the Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cadence Financial Corp), Agreement and Plan of Merger (Seasons Bancshares Inc)
Investment of Exchange Fund. The Paying Agent shall invest the any cash included in the Exchange Fund Payment Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Globalive Communications Corp.), Agreement and Plan of Merger (Yak Communications Inc)
Investment of Exchange Fund. The Paying Exchange Agent shall invest the any cash in the Exchange Fund as directed by ParentParent in obligations of the United States. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hercules Inc), Agreement and Plan of Merger (Ashland Inc.)
Investment of Exchange Fund. The Paying Agent shall invest the any cash in the Exchange Fund Fund, as directed by Parent, on a daily basis. Any interest and or other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Riviera Holdings Corp), Agreement and Plan of Merger (Isle Investors LLC)
Investment of Exchange Fund. The Paying Agent shall invest the any cash included in the Exchange Fund Fund, as directed by Parent, on a daily basis. Any interest and or other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxwell Shoe Co Inc), Agreement and Plan of Merger (Jones Apparel Group Inc)
Investment of Exchange Fund. The Paying Exchange Agent shall invest the any cash in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parentthe Surviving Entity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transgenomic Inc), Agreement and Plan of Merger and Reorganization (Ventrus Biosciences Inc)
Investment of Exchange Fund. The Paying Agent shall invest the cash in the Exchange Fund as directed by Parent; provided that any such investment shall be in U.S. government or other investment grade securities, in each case with maturities of not more than one year. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unilever N V), Agreement and Plan of Merger (Alberto-Culver CO)
Investment of Exchange Fund. The Paying Exchange Agent shall invest the any cash included in the Exchange Fund Fund, as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pemstar Inc), Agreement and Plan of Merger (Benchmark Electronics Inc)
Investment of Exchange Fund. The Paying Exchange Agent shall invest the any cash included in the Exchange Fund Fund, as directed by Parent. Any interest and other income resulting from such investments shall be the property of, and shall be paid to to, Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merix Corp), Agreement and Plan of Merger (Leucadia National Corp)
Investment of Exchange Fund. The Paying Agent shall invest the cash in the Exchange Fund Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to ParentParent upon termination of the Exchange Fund pursuant to this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Onesource Information Services Inc)
Investment of Exchange Fund. The Paying Agent shall invest the any cash included in the Exchange Fund as directed by the Parent. Any interest and other income resulting from such investments shall be paid to the Parent.
Appears in 1 contract
Investment of Exchange Fund. The Paying Agent shall invest the any cash --------------------------- included in the Exchange Fund as directed by the Parent. Any interest and other income resulting from such investments shall be paid to the Parent.
Appears in 1 contract
Investment of Exchange Fund. The Paying Agent shall invest the cash in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid solely to Parent. Nothing contained herein and no investment losses resulting from investment of the Exchange Fund shall diminish the rights of any holder of Certificates to receipt of the Merger Consideration as provided herein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Meridian Medical Technologies Inc)
Investment of Exchange Fund. The Paying Exchange Agent shall invest the all cash --------------------------- included in the Exchange Fund Fund, as directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Guarantee Life Companies Inc)
Investment of Exchange Fund. The Paying Agent shall invest the cash in the Exchange Fund as directed by ParentParent on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vicuron Pharmaceuticals Inc)
Investment of Exchange Fund. The Exchange Fund shall be invested by the Paying Agent shall invest the cash in the Exchange Fund as directed by Parent; provided, however, that the terms and conditions of the investment shall be such as to permit the Paying Agent to make prompt payment of the Merger Consideration as necessary. Any net profit resulting from, or interest or income produced by, such investments will be payable to Parent, and other income Parent shall promptly, upon notice by the Paying Agent, deposit with the Paying Agent the amount of any net loss resulting from or produced by such investments shall be paid to Parentinvestments.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Castle Dental Centers Inc)
Investment of Exchange Fund. The Paying Exchange Agent shall invest the cash in the Exchange Fund as reasonably directed by ParentParent and approved by the Stockholder Representatives. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Biovail Corp International)
Investment of Exchange Fund. The Paying Agent shall invest the any cash included in the Exchange Fund Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. If for any reason (including losses) the Exchange Fund is inadequate to pay the Merger Consideration payable hereunder, Parent shall in any event be liable for payment thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Synaptic Pharmaceutical Corp)
Investment of Exchange Fund. The Paying Agent shall invest the any cash included in the Exchange Fund as directed by Parent. Any net profit resulting from, or interest and other or income resulting from produced by, such investments investments, shall be paid placed in the Exchange Fund and be payable to ParentParent or the Surviving Corporation, as Parent shall determine.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Med Technologies Inc)
Investment of Exchange Fund. The Parent shall cause the Paying Agent shall to invest the all cash included in the Exchange Fund as directed by Parent. Any interest and other income resulting from such investments shall will be paid to Parent.
Appears in 1 contract
Samples: Merger Agreement (UTi WORLDWIDE INC)
