Payment for Common Shares. (a) Prior to the Effective Time, HK and the Company shall designate the Company's registrar and transfer agent or such other bank or trust company as may be approved by HK and the Company Board, to act as exchange agent for the holders of Common Shares in connection with the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK (the "Exchange Agent"), to receive the funds to which holders of Common Shares shall become entitled pursuant to Section 2.1(b) hereof. At the Effective Time, HK shall deposit, or HK shall otherwise take all steps necessary to cause to be deposited, in trust with the Exchange Agent in an account for the benefit of holders of Common Shares (the "Exchange Fund") the aggregate Merger Consideration to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Happy Kids Inc), Agreement and Plan of Merger (Happy Kids Inc), Agreement and Plan of Merger (Hk Merger Corp)
