Depository Agent definition
Examples of Depository Agent in a sentence
Notwithstanding anything to the contrary contained in this Agreement, each of the Depository Agent, the Payment Agent, Parent, Merger Sub, the Company and the Surviving Corporation (and any Subsidiaries thereof) will be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement, such amounts as are required to be deducted or withheld therefrom pursuant to any Tax Laws.
At or immediately following the Offer Acceptance Time, Parent will deposit (or cause to be deposited), with the Depository Agent, by wire transfer of immediately available funds, for payment to the Company Stockholders pursuant to Section 2.1(b), an amount of cash equal to the aggregate Offer Price to which the holders of shares of Company Common Stock shall become entitled to pursuant to Section 2.1(h).
Promptly after (and in any event no later than the first Business Day after) the Acceptance Date, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 2.01(d).
Parent shall cause the Depository Agent to make, and the Depository Agent shall make, delivery of the Offer Price out of the Payment Fund in accordance with this Agreement.
In the event the Payment Fund shall be insufficient to pay the aggregate Offer Price or aggregate Merger Consideration in accordance with Section 1.1 and Section 2.1(a), Parent shall promptly deposit, or cause to be deposited, additional funds with the Depository Agent or Paying Agent, as applicable, in an amount that is equal to the shortfall that is required to make such payment.