Investment of Payment Fund. The Paying Agent shall invest the cash included in the Payment Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid as directed by Parent. To the extent that there are losses with respect to such investments, Parent shall promptly replace or restore the portion of the Payment Fund lost through investments so as to ensure that the Payment Fund is maintained at a level sufficient to make such payments.
Appears in 5 contracts
Samples: Merger Agreement (Peregrine Systems Inc), Merger Agreement (Sands Regent), Merger Agreement (Intrado Inc)
Investment of Payment Fund. The Paying Agent shall invest the any cash included in the Payment Fund if and as directed by Parent. Any interest and other income resulting from such investments shall be paid as directed by to, and be the property of, Parent. To the extent that there are No investment losses with respect to such investments, Parent shall promptly replace or restore the portion resulting from investment of the Payment Fund lost through investments so shall diminish the rights of any of the Company’s shareholders to receive the Merger Consideration or any other payment as to ensure that the Payment Fund is maintained at a level sufficient to make such paymentsprovided herein.
Appears in 4 contracts
Samples: Merger Agreement (Home Loan Servicing Solutions, Ltd.), Merger Agreement (New Residential Investment Corp.), Merger Agreement (New Residential Investment Corp.)
Investment of Payment Fund. The Paying Agent shall invest the cash included in the Payment Fund as directed by Parent. Any interest and other income resulting from such investments investment shall be the property of, and shall be paid as directed by promptly to, Parent. To the extent that there are losses with respect to such investments, Parent shall promptly replace or restore the portion of the Payment Fund lost through investments so as to ensure that the Payment Fund is maintained at a level sufficient to make such payments.
Appears in 3 contracts
Samples: Merger Agreement (Dupont Photomasks Inc), Merger Agreement (Ionics Inc), Merger Agreement (Invision Technologies Inc)
Investment of Payment Fund. The Paying Agent shall invest the cash included in the Payment Fund as directed by Parent. Any interest and other income resulting from such investments investment shall become a part of the Payment Fund, and any amounts in excess of the amounts payable under Section 2.1(c) shall be paid as directed by promptly to Parent. To the extent that there are losses with respect to such investments, Parent shall promptly replace or restore the portion of the Payment Fund lost through investments so as to ensure that the Payment Fund is maintained at a level sufficient to make such payments.
Appears in 2 contracts
Samples: Merger Agreement (Atari Inc), Merger Agreement (Wyndham International Inc)
Investment of Payment Fund. The Paying Payment Agent shall will invest the cash included in the Payment Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall will be paid as directed by to Parent. To the extent that there are Nothing contained herein and no investment losses with respect to such investments, Parent shall promptly replace or restore the portion resulting from investment of the Payment Fund lost through investments so as will diminish the rights of any holder of Company Certificates or Book-Entry Shares to ensure that receive the Payment Fund is maintained at a level sufficient to make such paymentsapplicable Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (International Coal Group, Inc.), Merger Agreement (Arch Coal Inc)
Investment of Payment Fund. The Paying Agent shall invest the cash included in the Payment Fund as directed by Parent. Any interest or income earned on the Payment Fund shall accrue for the benefit of, and other income resulting from such investments shall be paid as directed by payable to, Parent. To Any losses suffered in the extent that there are losses with respect to such investments, Parent shall promptly replace or restore the portion investment of the Payment Fund lost through investments so as shall not reduce Parent’s obligations to ensure that pay the Payment Fund is maintained at a level sufficient to make such paymentsaggregate Merger Consideration and all other amounts payable by Parent hereunder.
Appears in 1 contract
Samples: Merger Agreement (InfoLogix Inc)
Investment of Payment Fund. The Paying Agent shall invest the any cash included in the Payment Fund as directed by Parent; provided that no such investment shall relieve Parent or the Paying Agent from making the payments required by this Article III, and following any losses resulting from such investment Parent shall promptly provide additional funds to the Paying 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. To the extent that there are losses with respect to such investments, Parent shall promptly replace or restore the portion of the Payment Fund lost through investments so as to ensure that the Payment Fund is maintained at a level sufficient to make such payments.
Appears in 1 contract
Investment of Payment Fund. The Paying Agent shall invest the cash included in the Payment Fund as directed by Parent. Any interest and other income resulting from such investments investment shall be deemed property of, and shall be paid as directed by promptly to, Parent. To Any losses resulting from such investment shall not in any way diminish Parent's and the extent that there are losses with respect Surviving Corporation's obligation to such investments, Parent shall promptly replace or restore pay the portion full amount of the Payment Fund lost through investments so as to ensure that the Payment Fund is maintained at a level sufficient to make such paymentsMerger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Duane Reade Inc)
Investment of Payment Fund. The Paying Agent shall invest the cash included in the Payment Fund as directed by Parent. Any interest , in its sole and other income resulting from absolute discretion, pending payment of such investments shall be paid as directed by Parent. To the extent that there are losses with respect to such investments, Parent shall promptly replace or restore the portion of the Payment Fund lost through investments so as to ensure that the Payment Fund is maintained at a level sufficient to make such paymentsFund.
Appears in 1 contract
Samples: Merger Agreement (Frozen Food Express Industries Inc)
Investment of Payment Fund. The Paying Agent shall invest the cash included in the Payment Fund as directed by Parent. Any interest and other income resulting from such investments investment shall become a part of the Payment Fund, and any amount in excess of the amounts payable under Sections 2.1(c) and 2.2(b) shall be paid as directed by promptly to Parent. To the extent that there are losses with respect to such investments, Parent shall promptly replace or restore the portion of the Payment Fund lost through investments so as to ensure that the Payment Fund is maintained at a level sufficient to make such payments.
Appears in 1 contract
Investment of Payment Fund. The Paying Agent shall invest the cash included in the Payment Fund as directed by Parent. Any interest and other income resulting from such investments investment shall become a part of the Payment Fund, and any amounts in excess of the amounts payable under Section 2.1(c) shall be applied towards the fees and expenses of the Paying Agent, and thereafter shall be paid as directed by promptly to Parent. To the extent that there are losses with respect to such investments, Parent shall promptly replace or restore the portion of the Payment Fund lost through investments so as to ensure that the Payment Fund is maintained at a level sufficient to make such payments.
Appears in 1 contract
Samples: Merger Agreement (Weight Watchers International Inc)
Investment of Payment Fund. The Paying Agent shall invest the any cash included in the Payment Fund as directed by the Parent. Any interest and other income resulting from such investments shall be paid as directed by Parent. To to and be the extent that there are losses with respect to such investments, Parent shall promptly replace or restore the portion property of the Payment Fund lost through investments so as to ensure that the Payment Fund is maintained at a level sufficient to make such paymentsParent.
Appears in 1 contract
Samples: Merger Agreement (Idm Pharma, Inc.)