Common use of Payment of Cash Consideration Clause in Contracts

Payment of Cash Consideration. Immediately following the Effective Time, Purchaser shall deposit in trust with the Exchange Agent an amount in cash up to an amount equal to the Purchaser Share Price multiplied by the number of Company Shares to be converted into the right to receive the Cash Consideration as determined in Section 1.5. As soon as practicable after the Effective Time, the Exchange Agent shall distribute to holders of Company Shares converted into the right to receive the Cash Consideration pursuant to Section 1.3(a), upon surrender to the Exchange Agent (to the extent not previously surrendered with a Form of Election) of one or more certificates for such Company Shares for cancellation, a bank check for an amount equal to the Purchaser Share Price times the number of Company Shares so converted. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates for the Company Shares surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Company Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Consideration. Immediately following Promptly after the Effective Time, Purchaser Parent and the Surviving Corporation shall deposit in trust with cause the Exchange Agent an amount in cash up to an amount equal mail to each holder of record as of the Effective Time of a certificate or certificates which immediately prior to the Purchaser Share Price multiplied by the number Effective Time represented outstanding shares of Company Shares to be Common Stock or Series A Preference Stock (the "Certificates") that were converted into the right to receive the Cash Consideration as determined in Section 1.5. As soon as practicable after the Effective Time, the Exchange Agent shall distribute to holders of Company Shares converted into the right to receive the Per Share Cash Consideration pursuant to Section 1.3(a)2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender actual delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Surviving Corporation may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Per Share Cash Consideration. Upon surrender of a Certificate to the extent not previously surrendered with a Form of Election) of one or more certificates for such Company Shares Exchange Agent for cancellation, together with a duly executed letter of transmittal and such other documents as the Exchange Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor a bank check for an amount equal to the Purchaser sum of (x) the Per Share Price times Cash Consideration multiplied by (A) if such Certificate evidenced one or more shares of Company Common Stock, the number of shares of Company Shares so convertedCommon Stock evidenced thereby or (B) if such Certificate evidenced one or more shares of Series A Preference Stock, the number of shares of Company Common Stock into which the shares of Series A Preference Stock evidenced thereby were convertible immediately prior to the Effective Time plus, in either case, (y) any Unpaid Company Dividends payable in respect of such shares (such sum being referred to as the "Cash Consideration"). In no event shall the holder of any such surrendered certificates Certificates be entitled to receive interest on any of the Cash Consideration cash to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates for the Company Shares Certificates surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates Certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the right to receive upon such surrender the Cash Consideration as contemplated by this Section 2.2. If for any reason (including losses) the Exchange Agent nor any party hereto is unable to pay the cash amounts to which holders of the Certificates shall be liable entitled, Parent shall in any event remain liable, and shall make available to a holder of Company Shares the Surviving Corporation additional funds, for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawthe payment thereof.

Payment of Cash Consideration. Immediately following At the Effective TimeClosing, Purchaser White shall deposit in trust with into the Exchange Agent Trust, for the benefit of Green shareholders, an amount in cash up to an amount equal to the Purchaser Per Share Price Cash Consideration multiplied by the number of Company Shares shares of Green Common Stock, if any, to be converted into the right to receive the Per Share Cash Consideration as determined in Section 1.52.3. As soon as practicable after the Effective Time, the Exchange Agent shall distribute to holders of Company Shares shares of Green Common Stock converted into the right to receive the Per Share Cash Consideration pursuant to Section 1.3(a2.1(a), upon surrender to the Exchange Agent (to the extent not previously surrendered with a Form of Election) of one or more certificates for such Company Shares Certificates for cancellation, a bank check for an amount equal to the Purchaser Share Price $92.50 times the number of Company Shares shares of Green Common Stock so converted. In no event shall the holder of any such surrendered certificates Certificates be entitled to receive interest on any of the Cash Consideration cash to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates for the Company Shares Certificates surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates Certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Company Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Consideration. Immediately following prior to the Effective Time, Purchaser C&N shall deposit in trust with the Exchange Agent Agent, in trust for the benefit of the holders of Covenant Shares, an amount in cash up to an amount equal to (i) the Purchaser Share Price multiplied by the number Cash Consideration to be paid to holders of Company Covenant Shares to be converted into the right to receive the Cash Consideration as determined in Section 1.52.2(b); and (ii) the cash in lieu of fractional shares to be paid in accordance with Section 2.1(c). As soon as practicable after following the Effective Time, the Exchange Agent shall distribute each holder of Covenant Shares that are to holders of Company Shares be converted into the right to receive the Cash Consideration pursuant to Section 1.3(a)Consideration, upon proper surrender to the Exchange Agent of one or more certificates for such Covenant Shares for cancellation (to the extent not previously surrendered with a Form of Election), shall be entitled to receive (and the Exchange Agent shall deliver) of one or more certificates for such Company Shares for cancellation, a bank check for an amount equal to the Purchaser Share Price times Cash Consideration multiplied by the number of Company Covenant Shares so converted(including fractional shares) to be converted into the Cash Consideration. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates for the Company Shares surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Company Covenant Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Consideration. Immediately following prior to the Effective ----------------------------- Time, Purchaser Fulton shall deposit witx xxx Exchange Agent, in trust with for the Exchange Agent benefit of the holders of Somerset shares, an amount in cash up to an amount equal to the Purchaser Share Price multiplied by the number Cash Consideration to be paid to holders of Company Somerset Shares to be converted into the right to receive the Cash Consideration as determined in Section 1.52.2(b). As soon as practicable on the day of the Closing (but after the Effective Time), the Exchange Agent shall distribute to holders of Company Somerset Shares converted into the right to receive the Cash Consideration pursuant to and determined in accordance with Section 1.3(a2.2(b), upon proper surrender to the Exchange Agent (to the extent not previously surrendered with a Form of Election) of one or more certificates Certificates for such Company Somerset Shares for cancellation, a bank check for an amount equal to the Purchaser Share Price Cash Consideration times the number of Company Somerset Shares so to converted. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates for the Company Shares surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Company Shares Somerset for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Consideration. Immediately following prior to the Effective Time, Purchaser Xxxxxx shall deposit in trust with the Exchange Agent Agent, in trust for the benefit of the holders of Columbia Shares, an amount in cash up to an amount equal to the Purchaser Share Price multiplied by the number Cash Consideration to be paid to holders of Company Columbia Shares to be converted into the right to receive the Cash Consideration as determined in Section 1.52.2(b). As soon as practicable after following the Effective Time, the Exchange Agent shall distribute to holders of Company Columbia Shares converted into the right to receive the Cash Consideration pursuant to and determined in accordance with Section 1.3(a2.2(b), upon proper surrender to the Exchange Agent (to the extent not previously surrendered with a Form of Election) of one or more certificates for such Company Columbia Shares for cancellation, a bank check for an amount equal to the Purchaser Share Price times Cash Consideration multiplied by the number of Company Columbia Shares so to converted. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates for the Company Shares surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Company Columbia Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.