Payment of Cash Merger Consideration. (a) As of the Effective Time, Acquisition shall deposit in trust with such agent or agents as may be appointed by Parent and Acquisition and reasonably acceptable to the Company (the "Payment Agent") for the benefit of the holders of issued and outstanding Shares at the Effective Time (excluding (i) Shares held by any of the Company's subsidiaries and (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent), an amount in cash equal to the aggregate amount necessary to pay the Cash Merger Consideration (such cash is hereinafter referred to as the "Merger Fund") payable pursuant to Section 2.8 in exchange for such issued and outstanding Shares. The Payment Agent shall, pursuant to irrevocable instructions, deliver the Cash Merger Consideration out of the Merger Fund. The Merger Fund shall not be used for any other purpose.
Appears in 4 contracts
Samples: Plan and Agreement of Merger (Prism Acquisition Subsidiary Inc), Plan and Agreement of Merger (Prism Financial Corp), Plan and Agreement of Merger (Royal Bank of Canada)
