Payment Fund. At or as promptly as practicable after the Acceptance Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Book-Entry Shares, for payment in accordance with this Article II by the Paying Agent, sufficient funds for the payment of the aggregate Merger Consideration (such funds provided to the Paying Agent are referred to as the “Payment Fund”).
Appears in 8 contracts
Samples: Merger Agreement (Lewis & Clark Ventures I, LP), Merger Agreement (Sagrera Ricardo A.), Merger Agreement (RiverRoad Capital Partners, LLC)
Payment Fund. At or as promptly as practicable after prior to the Acceptance Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Certificates and Book-Entry Shares, for payment in accordance with this Article II by through the Paying Agent, sufficient funds for the payment of the aggregate Merger Consideration (such and other amounts payable under Article II. Such funds provided to the Paying Agent are referred to as the “Payment Fund.”).
Appears in 3 contracts
Samples: Merger Agreement (Mitel Networks Corp), Merger Agreement (ShoreTel Inc), Merger Agreement (Air Methods Corp)
Payment Fund. At or as promptly As soon as practicable after the Acceptance Effective Time, Parent shall deposit, or shall cause to be deposited, with or for the account of a bank or trust company designated by Parent (the "Paying Agent"), for the benefit of the holders of Book-Entry Shares, for payment cash in accordance with this Article II by the Paying Agent, an amount sufficient funds for the payment of to pay the aggregate Merger Consideration payable upon the conversion of Shares pursuant to Section 4.1(c) (such funds provided to the Paying Agent are referred to as the “"Payment Fund”").
Appears in 2 contracts
Samples: Merger Agreement (Symbol Technologies Inc), Agreement and Plan of Merger (Symbol Technologies Inc)
Payment Fund. At or as promptly as practicable after prior to the Acceptance Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Certificates and Book-Entry Shares, for payment in accordance with this Article II by through the Paying Agent, sufficient funds for the payment of (i) the aggregate Merger Consideration and (such ii) the aggregate amount payable by the Company under Section 2.3, which amount shall then be paid by the Paying Agent to the Surviving Corporation. Such funds provided to the Paying Agent are referred to as the “Payment Fund”).
Appears in 2 contracts
Samples: Merger Agreement (Dover Motorsports Inc), Merger Agreement (Papa Murphy's Holdings, Inc.)
Payment Fund. At or as promptly as practicable after Concurrently with the Acceptance Effective Time, Parent shall deposit, or shall cause to be deposited, with or for the account of a bank or trust company designated by Parent, which shall be reasonably satisfactory to the Company (the "Paying Agent"), for the benefit of the holders of Book-Entry Shares, for payment cash in accordance with this Article II by the Paying Agent, an amount sufficient funds for the payment of to pay the aggregate Merger Consideration payable upon the conversion of Shares pursuant to Section 2.07(c) (such funds provided to the Paying Agent are referred to as the “"Payment Fund”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vnu N V), Merger Agreement (Acnielsen Corp)
Payment Fund. At or as promptly as practicable after the Acceptance Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Certificates and Book-Entry Shares, for payment in accordance with this Article article II by the Paying Agent, sufficient funds for the payment of the aggregate Merger Consideration (such funds provided to the Paying Agent are referred to as the “Payment Fund”).
Appears in 2 contracts
Samples: Merger Agreement (Carbon Black, Inc.), Merger Agreement (Vmware, Inc.)
Payment Fund. At or as promptly as practicable after the Acceptance Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Certificates and Book-Entry Shares, Company Options and Company Stock Awards, for payment in accordance with this Article II by through the Paying Agent, sufficient funds for the payment of the aggregate Merger Consideration (such and other amounts payable under Article II. Such funds provided to the Paying Agent are referred to as the “Payment Fund.”).
Appears in 2 contracts
Samples: Merger Agreement (Emdeon Inc.), Merger Agreement (Warner Music Group Corp.)
Payment Fund. At or as promptly as practicable after prior to the Acceptance Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Certificates and Book-Entry Shares, for payment in accordance with this Article II by through the Paying Agent, sufficient funds for the payment of the aggregate Merger Consideration (such Consideration. Such funds provided to the Paying Agent are referred to as the “Payment Fund”).
Appears in 1 contract
Samples: Merger Agreement (Qumu Corp)
Payment Fund. At or as promptly as practicable after prior to the Acceptance Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Certificates and Book-Entry Shares, for payment in accordance with this Article II by through the Paying Agent, funds that, when taken together with available cash of the Company and its Subsidiaries that is deposited with the Paying Agent at the Effective Time, are sufficient funds in the aggregate for the payment of the aggregate Merger Consideration (such payable pursuant to Section 2.1(c)(i). Such funds provided to the Paying Agent are referred to as the “Payment Fund”).
Appears in 1 contract
Samples: Merger Agreement (Outerwall Inc)
