Paying Agent Procedures Sample Clauses

Paying Agent Procedures. (i) As promptly as reasonably practicable after the Effective Time and pursuant to the terms of a payment administration agreement, to be executed at or prior to the Closing by Parent and the Paying Agent, substantially in the form of Exhibit D attached hereto (the “Paying Administration Agreement”), Parent shall deposit, or cause to be deposited, with Acquiom Financial LLC, a Colorado limited liability company (the “Paying Agent”) for the benefit of the Company Stockholders the aggregate Per Share Initial Merger Consideration payable pursuant to Section 2.4(c) in respect of each share of Company Capital Stock, to be held by the Paying Agent in accordance with the terms of the Paying Administration Agreement. (ii) Parent shall, or shall cause the Paying Agent to, deliver (which may be done electronically) prior to or as promptly as reasonably practicable following the Effective Time, to each Company Stockholder a letter of transmittal substantially in the form of Exhibit E attached hereto (a “Letter of Transmittal”). Parent shall deliver, or cause the Paying Agent to deliver, to any Company Stockholder who delivers a duly completed and validly executed Letter of Transmittal, together with all certificate or certificates that, as of immediately prior to the Effective Time, represented shares of Company Capital Stock (the “Certificates”) held by such Company Stockholder (together with any other instruments as Parent or the Paying Agent shall reasonably require) (such delivery by the Company Stockholder, the “Payment Condition”), the aggregate Per Share Initial Merger Consideration that such Company Stockholder has the right to receive pursuant to Section 2.4(c)(i) in respect of such Company Stockholder’s shares of Company Capital Stock, as set forth in the Initial Payment Allocation Schedule. Parent shall have no obligation to deliver, or cause to be delivered, any such consideration to a particular Company Stockholder until such Person has satisfied the Payment Condition. (iii) At the Effective Time, holders of shares of Company Capital Stock as of immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Capital Stock shall be made on such stock transfer books after the Effective Time. If, after the Effe...
Sample 1
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Paying Agent Procedures. The Paying Agent will distribute from the Payment Fund to each Stakeholder, upon delivery to the Paying Agent of a Letter of Transmittal and acceptance thereof by the Paying Agent, each such Stakeholder's appropriate share of the Payment Fund as provided in Exhibit 2.2. The Paying Agent shall accept Letters of Transmittal upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof, including any payments from the Expense Account or the Reserve Account in accordance with Section 2.4(g), Section 2.4(h) or Section 2.6(d), as applicable) is to be delivered to any person other than the Stakeholder in whose name the Converting Units, Options, Warrants, Earn Out Agreements or Contingent Payment Agreements surrendered in exchange therefor is registered, it shall be a condition to such exchange that a duly executed and witnessed instrument of transfer shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other Taxes required by reason of the payment of such consideration to a person other than the registered Stakeholder thereof, or shall establish to the satisfaction of the Paying Agent that such Tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of Converting Units or Unit Equivalents and if Converting Units or Unit Equivalents are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration as herein provided. Until surrendered as contemplated by this Section 2.5(b), Converting Units and Unit Equivalents shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, as contemplated by Section 2.1(c), Section 2.1(e) and Section 2.2.
Sample 1

Related to Paying Agent Procedures

  • Payment Procedures Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

  • Paying Agent 6 Person..........................................................6

  • Disbursement Procedures The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.

  • Reporting and Payment Procedures The Sub-recipient shall report at least quarterly all expenses incurred and associated project activities carried out with CDBG and non-CDBG funds. The Sub-recipient shall follow the reimbursement request process as set forth by the County and CDBG program administrator. Reimbursements are subject to the following but not limited to: eligibility of expenses, proper reporting and expense documentation, availability of funds, and authorization by the County and CDBG program administrator. DocuSign Envelope ID: E4D55B2A-BBB1-48FF-A259-0798F37C0F0E

  • Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust (a) The Company may appoint one or more Registrars and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in this Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the Agent. The Company may act as Registrar or (except for purposes of Article 8)

  • Rules by Trustee, Paying Agent, Registrar The Trustee, Paying Agent or Registrar may make reasonable rules for its functions.

  • Registrar, Transfer Agent and Paying Agent The Issuer shall maintain (i) an office or agency where Notes may be presented for registration (“Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company, its nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

  • Establishment of Paying Agent Account The Paying Agent shall establish a deposit account (the "PAYING AGENT ACCOUNT") at Wilmington Trust Company in the name of the Escrow Agent. It is expressly understood by the parties hereto that the Paying Agent is acting as the paying agent of the Escrow Agent hereunder and that no amounts on deposit in the Paying Agent Account constitute part of the Trust Property.

  • Paying Agent and Registrar Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

  • Appointment of Paying Agent Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be BNY Mellon Trust of Delaware, and any co-paying agent chosen by BNY Mellon Trust of Delaware. BNY Mellon Trust of Delaware shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. If BNY Mellon Trust of Delaware shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent or Certificate Registrar for so long as the Owner Trustee shall act as Paying Agent or Certificate Registrar and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

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