Arrangement Exchange Agent definition

Arrangement Exchange Agent means the bank or trust company, reasonably acceptable to Tribute, appointed by Pozen, prior to the Effective Time, to act as exchange agent for the payment and delivery of the Arrangement Consideration.
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Arrangement Exchange Agent means Computershare Trust Company of Canada at its offices set out in the Letter of Transmittal and Election Form;
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Arrangement Exchange Agent means the bank or trust company, reasonably acceptable to the Company, appointed by Parent, prior to the Effective Time, to act as exchange agent for the payment and delivery of the Arrangement Cash Consideration and the Arrangement Stock Consideration;
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Examples of Arrangement Exchange Agent in a sentence

  • The Arrangement Exchange Agent shall not be obligated to seek or obtain a minimum price for any of the Holdings Common Shares sold by it.

  • The Holdings Common Shares so issued to the Arrangement Exchange Agent will be pooled and sold as soon as practicable after the Effective Date, on such dates and at such prices as the Arrangement Exchange Agent determines in its sole discretion.

  • Each such Person will receive a pro rata share of the cash proceeds from the sale of the Holdings Common Shares sold by the Arrangement Exchange Agent (less commissions, other reasonable expenses incurred in connection with the sale of the Holdings Common Shares and any amount withheld in respect of taxes) in lieu of the Holdings Common Shares themselves.

  • Notwithstanding the foregoing, if it appears to Holdings or New Amalco that it would be contrary to applicable Laws to deliver, or cause to be delivered, Holdings Common Shares pursuant to the Arrangement to a Selling Shareholder that is not a resident of Canada or the United States, the Holdings Shares that otherwise would be issued to that Person will be issued to the Arrangement Exchange Agent for sale by Arrangement Exchange Agent on behalf of that Person.

  • None of Holdings, Amalgamation Sub, New Amalco or the Arrangement Exchange Agent will be liable for any loss arising out of any such sales.

  • Each such Person will receive a pro rata share of the cash proceeds from the sale of the IrishCo Shares or Therapeutics Common Shares sold by the Arrangement Exchange Agent (less commissions, other reasonable expenses incurred in connection with the sale of the IrishCo Shares and the Therapeutics Common Shares and any amount withheld in respect of taxes) in lieu of the IrishCo Shares and the Therapeutics Common Shares themselves.

  • It may employ currency-related transactions such as forward currency contracts, options on currencies, futures and OTC Swaps, in order to hedge against certain currency risks, for example, where the currency of denomination of a Share class differs from the Base Currency or from the currencies in which assets of the Fund are denominated.

  • The Company or Holdings shall mail or cause the Arrangement Exchange Agent to mail, the Letter of Transmittal and Election Form, together with the joint information statement/circular to Company Shareholders.

  • The Arrangement Exchange Agent shall not be obligated to seek or obtain a minimum price for any of the IrishCo Shares and the Therapeutics Common Shares sold by it.

  • Under no circumstances shall interest accrue or be paid by Holdings, New Amalco, the Company or the Arrangement Exchange Agent to persons depositing duly completed and executed Letters of Transmittal pursuant to Section 5.1, regardless of any delay in making any payment contemplated hereby.


More Definitions of Arrangement Exchange Agent

Arrangement Exchange Agent means [—] at its offices set out in the Letter of Transmittal;
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Arrangement Exchange Agent means — at its offices set out in the Letter of Transmittal and Election Form;
Sample 1

Related to Arrangement Exchange Agent

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

  • Exchange Agent has the meaning set forth in Section 3.02(a).

  • Escrow and Paying Agent Agreement means, with respect to either Class of Certificates, the Escrow and Paying Agent Agreement pertaining to such Class dated as of the date hereof between the Escrow Agent, the Underwriters, the Trustee for such Class and the Paying Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

  • Payment Agent shall have the meaning set forth in Section 2.8(a).

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Relevant Exchangei means the respective Relevant Exchangei as specified in § 2 of the Product and Underlying Data.In the case of a material change in the market conditions at the respective Relevant Exchangei, such as a final discontinuation of the quotation of the respective Basket Componenti at the respective Relevant Exchangei and the quotation at a different stock exchange or considerablyrestricted liquidity, the Relevant Exchangei shall be substituted as the Relevant Exchangei by another exchange that offers satisfactorily liquid trading in the respective Basket Componenti (the "Replacement Exchange"); such exchange shall be determined by the Calculation Agent acting in accordance with relevant market practice and in good faith. In this case, any reference to the Relevant Exchangei in these Terms and Conditions shall from then on be deemed to refer to the Replacement Exchange.

  • Paying Agent Agreement means the Paying Agent Agreement to be entered into by and between the Company, the Buyer and the Paying Agent at the Closing, in the form attached hereto as Exhibit F.

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • Coordinated External Transaction means a transaction to simultaneously purchase and sell energy on either side of a CTS Enabled Interface in accordance with the procedures of Operating Agreement, Schedule 1, section 1.13, and the parallel provisions of Tariff, Attachment K- Appendix.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Closing Agent means the attorney, real estate firm, or closing company that is closing the cash sale qualifying purchase transaction and that prepares the cash sale settlement statement.

  • Access Arrangement means an arrangement for access to a Covered Pipeline that has been approved by the Relevant Regulator.

  • Settlement Agent means, with respect to any Transaction the subject of which is a Wet-Ink Mortgage Loan, the entity approved by Buyer, in its sole good-faith discretion, which may be a title company, escrow company or attorney in accordance with local law and practice in the jurisdiction where the related Wet-Ink Mortgage Loan is being originated. A Settlement Agent is deemed approved unless Buyer notifies Seller otherwise at any time electronically or in writing.

  • Relevant Exchange means the Relevant Exchange as specified in § 2 of the Product and Underlying Data.In the case of a material change in the market conditions at the Relevant Exchange, such as a final discontinuation of the quotation of the Underlying at the Relevant Exchange and the quotation at a different stock exchange or a considerably restricted number or liquidity, the Relevant Exchange shall be substituted as the Relevant Exchange by another exchange that offers satisfactorily liquid trading in the Underlying (the "Substitute Exchange"); such exchange shall be determined by the Calculation Agent acting in accordance with relevant market practice and in good faith. In this case, any reference to the Relevant Exchange in the Terms and Conditions of these Securities shall be deemed to refer to the Substitute Exchange.

  • Escrow means any transaction in which any escrow property is delivered with or without transfer of legal or equitable title, or both, and irrespective of whether a debtor-creditor relationship is created, to a person not otherwise having any right, title or interest therein in connection with the sale, transfer, encumbrance or lease of real or personal property, to be delivered or redelivered by that person upon the contingent happening or non-happening of a specified event or performance or nonperformance of a prescribed act, when it is then to be delivered by such person to a grantee, grantor, promisee, promisor, obligee, obligor, bailee or bailor, or any designated agent or employee of any of them. Escrow includes subdivision trusts and account servicing.

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

  • Open Market Sale Agreement is a service mark of Xxxxxxxxx LLC

  • Unit Price Arrangement means that part of the Contract that prescribes the product of a price per unit of measurement multiplied by a number of units of measurement for performance of the Work to which it relates;

  • Recognised Investment Exchange means a recognised investment exchange as defined by section 285 of the Financial Services and Markets Xxx 0000;

  • Tender and Paying Agent Agreement means the amended and restated tender and paying agent agreement, dated as of March 15, 2019, by and between the Fund and the Tender and Paying Agent, as amended, modified or supplemented from time to time, or any similar agreement with a successor tender and paying agent.

  • Out of Exchange LEC (OE-LEC) means a LEC operating within AT&T-21STATE’s incumbent local Exchange Area that provides Telecommunications Services utilizing NPA-NXXs identified to reside in a Third Party ILEC’s local Exchange Area.

  • Securities Transaction means a purchase of or sale of Securities.

  • Structuring Agent means PNC Capital Markets LLC, a Pennsylvania limited liability company.

  • securities settlement system means a securities settlement system (as defined in the CSD Regulation) operated by a central securities depository;

  • Escrow Paying Agent Means the Person acting as paying agent under the Escrow Agreement.

  • Locked-Up Shareholders means the Persons who are party to the Lock-Up Agreements.