Paying Agent Fund. Prior to the Effective Time, Parent or Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as the paying agent in connection with the Merger (the “Paying Agent”). The Paying Agent shall also act as the agent for the Company’s shareholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration payable to all holders of Company Common Stock (including Company Common Stock to be issued prior to the Effective Time in accordance with Section 2.4) (such cash amount, the “Paying Agent Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock. In the event the Paying Agent Fund shall be insufficient to pay the aggregate Merger Consideration, Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Paying Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Paying Agent to make, and the Paying Agent shall make, delivery of the Merger Consideration, out of the Paying Agent Fund in accordance with this Agreement.
Paying Agent Fund. As promptly as practicable following the Effective Time, Parent shall deliver to the Paying Agent an amount equal to the aggregate of the cash portion of the Per Share Merger Consideration to which the Stockholders and SAFE Holders shall be entitled at the Effective Time pursuant to Section 2.3, after taking into account any deductions or withholdings from such amounts for applicable Taxes or such amounts contributed to the Escrow Fund. Any cash deposited with the Paying Agent, together with any interest or other earnings thereon shall hereinafter be referred to as the “Paying Agent Fund”.
Paying Agent Fund. Prior to the Effective Time, Xxxxxxxxx shall appoint a commercial bank or trust company to act as paying agent hereunder for the purpose of exchanging Monroe Certificates for the applicable Merger Consideration (the “Paying Agent”). At or promptly after the Effective Time, Xxxxxxxxx shall deposit, or shall cause to be deposited, with the Paying Agent, in trust for the benefit of holders of shares of Monroe Common Stock (other than Cancelled Shares or Dissenting Shares) with the Paying Agent the aggregate Merger Consideration to which holders of shares of Monroe Common Stock shall be entitled at the Effective Time pursuant to this Agreement (the “Paying Agent Fund”). Earnings from such investments shall be the sole and exclusive property of Xxxxxxxxx, and no part of such earnings shall accrue to the benefit of holders of shares of Monroe Common Stock.
Paying Agent Fund. As promptly as practicable after the Effective Time, GEAL shall make available to the Paying Agent the cash as described in Sections 2.10(b)(ii) and 2.10(b)(iii) and GEAL shall pay the amounts payable under the Note to the Paying Agent (the “Paying Agent Fund”). The Paying Agent Fund shall not be used for any purpose other than the payment of the portion of the Closing Merger Consideration to each Recipient indicated on the Consideration Spreadsheet.
Paying Agent Fund. If applicable, at the Closing, Parent shall transfer (or shall cause to be transferred) the Remaining Closing Merger Consideration by wire transfer of immediately available funds to an account established by the Paying Agent for the purpose of holding the Remaining Closing Merger Consideration and disbursing such funds in accordance with this Section 3.03 (the “Paying Agent Fund”). The Paying Agent Fund, if any, shall not be used for any purpose other than the payment of the Remaining Closing Merger Consideration.
