Payment to Exchange Agent Sample Clauses

Payment to Exchange Agent. Subject to the terms and conditions hereof, and subject to reduction by (a) the amount of the Deposit and (b) any amount funded by Eldorado in accordance with the immediately following sentence, immediately prior to the Closing CSBI shall deliver or cause to be delivered to the Exchange Agent, for the benefit of the Shareholders, such amount of cash (in same day funds) as is sufficient to pay the aggregate Merger Consideration that Shareholders are entitled to receive pursuant to Section 2.3.1. Subject to the terms and conditions hereof, immediately prior to the Closing Eldorado shall pay to the Exchange Agent, for inclusion in the Merger Consideration, such amount of cash (in same day funds) (the "Redemption"), if any, as to which payment (x) CSBI has obtained all necessary approvals by Bank Regulators and (y) CSBI's California counsel has reasonably determined, and has so advised the Board of Directors, EXECUTION VERSION that such payment will not result in a violation of Section ___ ET SEQ. of the California Financial Code or any other provision of law applicable to Eldorado or the Bank. The directors and officers of Eldorado shall be entitled to rely on such determination by CSBI's counsel, without separate investigation by such directors and/or officers, and CSBI shall indemnify and hold harmless each director and officer of Eldorado against any liability arising out of any payment of a Redemption by Eldorado to the full extent provided under Section 5.11.2.
Sample 1Sample 2
AutoNDA by SimpleDocs
Payment to Exchange Agent. In relation to a payment on a Note (other than a Dollar Note) represented by a DTC Global Note Certificate, subject to receipt of funds from or on behalf of the Issuer pursuant to Clause 7.2 (Xxxxxx and time of payment) and Clause 11.2 (U.S. dollar conversion), the Principal Paying Agent shall transfer in immediately available, freely transferable, cleared funds, not later than 12.00 noon (London time) on the date of such payment, the Specified Currency Amount (as defined in Clause 11 (Duties of the Exchange Agent) below) to the Exchange Agent.
Sample 1
Payment to Exchange Agent. TBOP shall provide evidence that it has paid to the Exchange Agent, in immediately available funds, the aggregate amount of the Merger Consideration.
Sample 1
Payment to Exchange Agent. Subject to the terms and conditions hereof, and subject to reduction by (a) the amount of the Deposit and (b) any amount funded by Eldorado in accordance with the immediately following sentence, immediately prior to the Closing CSBI shall deliver or cause to be delivered to the Exchange Agent, for the benefit of the Shareholders, such amount of cash (in same day funds) as is sufficient to pay the aggregate Merger Consideration that Shareholders are entitled to receive pursuant to Section 2.3.1. Subject to the terms and conditions hereof, immediately prior to the Closing Eldorado shall pay to the Exchange Agent, for inclusion in the Merger Consideration, such amount of cash (in same day funds) (the "Redemption"), if any, as to which payment (x) CSBI has obtained all necessary approvals by Bank Regulators and (y) CSBI's California counsel has reasonably determined, and has so advised the Board of Directors, that such payment will not result in a violation of Section ___ et seq. of the California Financial Code or any other provision of law applicable to Eldorado or the Bank. The directors and officers of Eldorado shall be entitled to rely on such determination by CSBI's counsel, without separate investigation by such directors and/or officers, and CSBI shall indemnify and hold harmless each director and officer of Eldorado against any liability arising out of any payment of a Redemption by Eldorado to the full extent provided under Section 5.11.2.
Sample 1
Payment to Exchange Agent. Parent shall cause to be paid by wire transfer the portion of the Net Merger Consideration payable to Stockholders with respect to JJI Stock and Class B Common Stock Warrants to the Exchange Agent (that is not the Surviving Company) as provided in Section 1.4.6.7.1.
Sample 1
Payment to Exchange Agent. Subject to the terms and conditions hereof, immediately prior to the Closing, the Partnership shall deliver or cause to be delivered to the Exchange Agent such amount of cash as is sufficient to pay the aggregate consideration which holders of Common Stock are entitled to receive pursuant to Section 2.3.1.
Sample 1

Related to Payment to Exchange Agent

  • Exchange Agent Parent shall select a bank or trust company reasonably acceptable to Company to act as the exchange agent (the "Exchange Agent") in the Merger.

  • Exchange Agent; Exchange Fund Prior to the Initial Company Merger Effective Time, Parent shall enter into an agreement with a commercial bank, trust company or transfer agent that is mutually acceptable to the Company and Parent to act as agent for the holders of Eligible Shares in connection with the Initial Company Merger and the holders of Eligible Heat OpCo Units in connection with the OpCo Merger (the “Exchange Agent”) and to receive the Merger Consideration to which such holders shall become entitled pursuant to this Article III. Prior to the Initial Company Merger Effective Time, Parent and Pacers OpCo shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of Eligible Shares and holders of Eligible Heat OpCo Units, for distribution in accordance with this Article III through the Exchange Agent, the Merger Consideration in respect of Eligible Shares and Eligible Heat OpCo Units pursuant to Section 3.1 and Section 3.3, respectively. In addition, on the Closing Date, Parent and Pacers OpCo shall deposit, or cause to be deposited, with the Exchange Agent, from time to time as needed, cash sufficient to pay any Post-Effective Time Distributions and to make payments in lieu of fractional Pacers OpCo Units pursuant to Section 3.5(h). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for Eligible Shares or Eligible Heat OpCo Units, as applicable, pursuant to this Agreement out of the Exchange Fund. Except as contemplated by this Section 3.5(a), Section 3.5(g) and Section 3.5(h), the Exchange Fund shall not be used for any other purpose. Any cash, shares of Parent Common Stock and Pacers OpCo Units deposited with the Exchange Agent (including as payment for fractional shares or units in accordance with Section 3.5(h) and any Post-Effective Time Distributions) shall hereinafter be referred to as the “Exchange Fund.” Parent or the Surviving Company shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Eligible Shares and Eligible Heat OpCo Units pursuant to this Agreement. The cash portion of the Exchange Fund may be invested by the Exchange Agent as reasonably directed by Xxxxxx. To the extent, for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article III, Parent or Pacers OpCo shall promptly replace, restore or supplement (or cause to be replaced, restored or supplemented) the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make the payment of the aggregate cash payments contemplated by this Article III. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund, and any amounts in excess of the amounts payable hereunder shall, at the discretion of Parent, be promptly returned to Parent or the Surviving Company.

  • Payment Agent Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as the payment agent for the Merger (the “Payment Agent”).

  • Registrar, Paying Agent and Conversion Agent The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and the Corporate Trust Office of the Trustee as such office or agency of the Company for each of the aforesaid purposes.

  • Payments from Paying Agent Account The Escrow Agent hereby irrevocably instructs the Paying Agent, and the Paying Agent agrees to act, as follows:

  • Certificate Paying Agent (a) The Certificate Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account on behalf of the Trust in accordance with the provisions of the Certificates and Section 5.01 hereof from payments remitted to the Certificate Paying Agent by the Indenture Trustee pursuant to Section 3.05

  • 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)

  • Transfer Agent Fees In consideration of transfer agent services performed or caused to be performed by the Investment Adviser for the Fund’s Class C shares, Class F shares and Class R shares, the Fund shall pay the Investment Adviser transfer agent fees according to the fee schedule contained in the Shareholder Services Agreement, as amended from time to time, between the Fund and AFS. No Transfer Agent Fees shall be paid in respect of accounts that are held in other than street name or a networked environment. No fees shall be paid under this paragraph 2(a) for services provided by third parties other than AFS. All fund-specific charges from third parties—including DST charges, postage, NSCC transaction charges and similar out-of-pocket expenses—will be passed through directly to the Fund. Transfer agent fees shall be paid within 30 days after receipt of an invoice for transfer agent services performed the preceding month.

Time is Money Join Law Insider Premium to draft better contracts faster.