Escrow and Exchange Agent definition

Escrow and Exchange Agent has the meaning set forth in Section 1.2(c).
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Examples of Escrow and Exchange Agent in a sentence

  • Trooper and the Surviving Corporation also shall take such further actions as may be necessary or desirable to ensure that the Escrow and Exchange Agent sends out the letters of transmittal to Ranger Shareholders and issues certificates or evidence of shares in book-entry form representing Trooper Shares to such shareholders in accordance with Section 2.10.

  • Failure to complete the Substitute Form W-9 will not, by itself, cause Company Common Shares to be deemed invalidly delivered, but may require the Escrow and Exchange Agent to withhold 28% of the amount of any payments in respect of such Company Common Shares made pursuant to the Merger Agreement.

  • The parties will revise and agree upon the Closing Balance Sheet and the calculation of Final Closing Working Capital, Final Closing Indebtedness and Final Closing Expenses as appropriate to reflect the resolution of the issues in dispute pursuant to this Section 2.8(d) and the Purchaser will provide instructions to the Escrow and Exchange Agent consistent with such resolution.

  • Pursuant to the Adjustment Escrow and Exchange Agent Agreement, at the Effective Time, the Exchange Agent will be appointed as exchange agent.

  • The Escrow and Exchange Agent shall use commercially reasonable efforts to complete the sale of the Trooper Excess Shares as promptly following the Effective Time as is practicable, consistent with obtaining the best execution of such sales in light of prevailing market conditions.

  • If the holder furnishes the Escrow and Exchange Agent with his or her TIN within sixty (60) days of the date of the Substitute W-9, the Escrow and Exchange Agent will remit such amount retained during the sixty (60) day period to the holder, and no further amounts will be retained or withheld from any payment made to the holder thereafter.

  • If after the Effective Time, a valid certificate previously representing any Ranger Shares is presented to the Escrow and Exchange Agent, to the Surviving Corporation or to Trooper, such Ranger Share Certificate shall be cancelled and shall be exchanged as provided in this ARTICLE 2.

  • At the Effective Time, the obligations of Trooper, Holdco and the Escrow and Exchange Agent under this Section 2.10(b) shall be unconditional.

  • All such dividends and other distributions shall be paid by Trooper to the Escrow and Exchange Agent after deduction of any applicable Taxes and shall be included in the Exchange Fund, in each case until the surrender of such Ranger Share Certificate in accordance with this Section 2.10.

  • After the Effective Time, following receipt by the Escrow and Exchange Agent of the Closing Payment into the Exchange Fund, the Escrow and Exchange Agent will pay to the Securityholders the applicable portion of the Merger Consideration in accordance with Article 2 and other applicable provisions of this Agreement and the Exchange Agent Agreement.

Related to Escrow and Exchange Agent

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

  • Voting and Exchange Trust Agreement means the voting and exchange trust agreement to be made among Parent, CallCo, the Company and the Share Trustee in connection with the Plan of Arrangement substantially in the form of Exhibit D to the Transaction Agreement, as may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

  • 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.

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

  • Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder.

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Escrow Agreements means one or more of the agreements between the Company, the Partnership and one or more of the Performance Investors, dated as of the closing of the date of the initial public offering of the common stock of the General Partner, pursuant to which the Performance Investors have deposited their Performance Shares in escrow for possible transfer to the General Partner or the Partnership (as applicable).

  • Escrow Agent means the entity designated to serve as escrow agent under the Escrow Agreement.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(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.

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

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • 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.

  • 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.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Escrow Trustee means the bank or trust company designated by the Fiscal Officer in the Certificate of Award as the initial escrow agent with respect to the Refunded Bonds under the Escrow Agreement and until a successor Escrow Trustee shall have become such pursuant to the provisions of the Escrow Agreement and, thereafter, "Escrow Trustee" shall mean the successor Escrow Trustee.

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

  • Escrow End Date has the meaning specified in the Escrow Agreement.

  • Redemption and Paying Agent Agreement means, with respect to any Series, the Redemption and Paying Agent Agreement or other similarly titled agreement by and among the Redemption and Paying Agent for such Series and the Fund with respect to such Series.

  • Like-Kind Exchange means a section 1031 exchange that is subject to 26 U.S.C. sec. 1031.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Company Stock Certificate has the meaning set forth in Section 1.7.

  • 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.

  • Escrow Deposit Agreement means the agreement provided for in Section 4.02(a) of this Resolution.