Investment of Exchange Fund. The Paying Agent shall invest any cash included in the Exchange Fund, as directed by the Surviving Corporation, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments.
Appears in 3 contracts
Samples: Merger Agreement (Geo Group Inc), Merger Agreement (CRT Properties Inc), Merger Agreement (CentraCore Properties Trust)
Investment of Exchange Fund. The Paying Agent shall invest any the cash included in the Exchange Fund, as directed by the Surviving CorporationParent, on a daily basis. Any net profit resulting from, or interest and other or income resulting from produced by, such investments shall be paid to Parentplaced in the Exchange Fund. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make all such paymentspayments in full.
Appears in 3 contracts
Samples: Merger Agreement (Eop Operating LTD Partnership), Merger Agreement (Eop Operating LTD Partnership), Merger Agreement (Carramerica Realty Operating Partnership Lp)
Investment of Exchange Fund. The Paying Exchange Agent shall invest any cash included in the Exchange Fund, as directed by the Surviving Corporation, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration to all of the holders of Company Common Stock as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Palmsource Inc)
Investment of Exchange Fund. The Paying Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by the Surviving Corporation, on a daily basisCorporation or Parent. Any net profit resulting from, or interest and other or income resulting from produced by, such investments shall be paid payable to Parent. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Cash Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments.
Appears in 2 contracts
Samples: Merger Agreement (Knowles Corp), Merger Agreement (Audience Inc)
Investment of Exchange Fund. The Paying Exchange Agent shall invest any cash included in the Exchange Fund, as directed by the Surviving Corporation, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parentthe Surviving Corporation. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent the Surviving Corporation shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments.
Appears in 2 contracts
Samples: Merger Agreement (Concentra Managed Care Inc), Merger Agreement (Unilab Corp /De/)
Investment of Exchange Fund. The Paying Exchange Agent shall invest any cash included in the Exchange Fund, as directed by the Surviving CorporationParent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration Per Share Amount as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Strategic Distribution Inc)
Investment of Exchange Fund. The Paying Agent shall invest any the cash included in the Exchange Fund, as directed by the Surviving CorporationParent, on a daily basis. Any net profit resulting from, or interest and other or income resulting from produced by, such investments shall be paid to Parentplaced in the Exchange Fund. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Company Common Share Merger Consideration and Partnership Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make all such paymentspayments in full.
Appears in 1 contract
Investment of Exchange Fund. The Paying Agent shall invest any the cash included in the Exchange Fund, as directed by the Surviving CorporationParent, on a daily basis. Any net profit resulting from, or interest and other or income resulting from produced by, such investments shall be paid to Parentplaced in the Exchange Fund. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Cash Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make all such paymentspayments in full.
Appears in 1 contract
Investment of Exchange Fund. The Paying Exchange Agent shall invest any cash included in the Exchange Fund, as directed by the Surviving Corporation, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments.
Appears in 1 contract
Samples: Merger Agreement (Good Guys Inc)
Investment of Exchange Fund. The Paying Agent shall invest any cash included in the Exchange Fund, as directed by the Surviving CorporationREIT, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Company Common Share Merger Consideration and Partnership Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments.
Appears in 1 contract
Investment of Exchange Fund. The Paying Exchange Agent shall invest any cash included in the Exchange Fund, as directed by the Surviving Resulting Corporation, on a daily basis. Any interest and other income resulting from such investments shall be paid to ParentResulting Corporation. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent Resulting Corporation shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments.
Appears in 1 contract
Investment of Exchange Fund. The Paying Agent shall invest any cash included in the Exchange Fund, as directed by the Surviving CorporationParent, on a daily basis. Any interest and other income resulting from such investments shall be the property of and shall be paid to Parent. To the extent that there are investment losses with respect to such investments, or that reduce the Exchange Fund diminishes for other reasons below the level required for the Paying Agent to make prompt payments of the Merger Consideration as contemplated herebycash payment under Section 2.02(b), Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the portion cash lost in respect of such investments in the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, is maintained at a level sufficient for the Paying Agent to make such paymentspayments under Section 2.02(b).
Appears in 1 contract
Samples: Merger Agreement (Virtusa Corp)
Investment of Exchange Fund. The Paying Agent shall invest any the cash included in the Exchange Fund, as directed by the Surviving CorporationParent, on a daily basis. Any net profit resulting from, or interest and other or income resulting from produced by, such investments shall be paid to Parentplaced in the Exchange Fund. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the applicable Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make all such paymentspayments in full.
Appears in 1 contract
Investment of Exchange Fund. The Paying Exchange Agent shall invest any cash included in the Exchange Fund, as directed by the Surviving Corporation, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent the Surviving Corporation shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments.
Appears in 1 contract
Samples: Merger Agreement (Price Legacy Corp)
Investment of Exchange Fund. The Paying Agent shall invest any cash included in the Exchange Fund, as directed by the Surviving CorporationParent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons any reason below the level required for the Paying Agent to make prompt payments of promptly pay the Merger Consideration as contemplated herebyto all holders of Certificates or Book-Entry Shares, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the portion of cash in the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, is at all times, times maintained at a level sufficient for the Paying Agent to make such payments.
Appears in 1 contract
Samples: Merger Agreement (Sapient Corp)