Exchange and Paying Agent Agreement definition

Exchange and Paying Agent Agreement means an agreement to be entered into at or prior to the Effective Time by the Exchange and Paying Agent and the Buyer, governing the disbursement of the Payment Fund.
Sample 1Sample 2Sample 3
Exchange and Paying Agent Agreement means an agreement to be entered into at or prior to the Effective Time by the Exchange and Paying Agent and the Buyer, governing the disbursement of the Payment Fund and in a form reasonably acceptable to the Company.
Sample 1Sample 2
Exchange and Paying Agent Agreement means the Exchange and Paying Agent Agreement substantially in the form attached hereto as Exhibit F.
Sample 1

Examples of Exchange and Paying Agent Agreement in a sentence

  • The Exchange and Paying Agent shall, pursuant to instructions from the Buyer in accordance with the Exchange and Paying Agent Agreement and the Closing Date Allocation Schedule, deliver the applicable portion of the Aggregate Closing Consideration out of the Payment Fund for payment in respect of Company Stock and Company Warrants.

  • The Exchange and Paying Agent shall, pursuant to instructions from the Buyer in accordance with the Exchange and Paying Agent Agreement and the Allocation Schedule, deliver the Aggregate Closing Consideration to the Company Stockholders (including, if applicable, holders of Company Restricted Stock Awards).

  • The Exchange and Paying Agent shall, pursuant to instructions from the Buyerin accordance with the Exchange and Paying Agent Agreement and the Closing Date Allocation Schedule, deliver the amounts payable to the Company Equityholders (other than in respect of Company Employee Equity Awards) out of the Payment Fund upon deposit by the Buyer in accordance with Sections 2.1(d)(ii)(F), 2.7(c) and 2.9(a), (b) and (c).

  • It is responsible for economic activities auditing, internal risk control and assessment, economic responsibility auditing for related management personnel, construction cost budget, supervision over bidding process, etc.

  • The Company Equityholder Representative may, in all questions arising hereunder, under the Exchange and Paying Agent Agreement or under the Escrow Agreement, rely on the advice of counsel, and the Company Equityholder Representative shall not be liable to any Company Equityholder for anything done, omitted or suffered in good faith by the Company Equityholder Representative based on such advice.

  • The Company shall have executed and delivered to the Parent and the Acquirer the Exchange and Paying Agent Agreement.

  • The Buyer and the Exchange and Paying Agent shall be entitled to rely upon the calculations and amounts set forth in the Closing Date Allocation Schedule (subject to Section 5 of Schedule 2.7) for purposes of making the applicable payments hereunder or the Exchange and Paying Agent Agreement.

  • The immunities and rights to indemnification granted to the Company Equityholder Representative Group hereunder shall survive the resignation or removal of the Company Equityholder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement, the Exchange and Paying Agent Agreement or the Escrow Agreement.

  • All defenses which may be available to any Company Equityholder to contest, negate or disaffirm the action of the Company Equityholder Representative taken in good faith under this Agreement, the Exchange and Paying Agent Agreement or the Escrow Agreement are waived.

  • The Parent and the Acquirer shall have executed and delivered to the Company the Exchange and Paying Agent Agreement.


More Definitions of Exchange and Paying Agent Agreement

Exchange and Paying Agent Agreement has the meaning specified in Section 6.15(a).
Sample 1

Related to Exchange and Paying Agent Agreement

  • 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.

  • 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.

  • 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.

  • 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.

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

  • Issuing and Paying Agency Agreement means the issuing and paying agency agreement described on the cover page of this Agreement, as such agreement may be amended or supplemented from time to time.

  • Redemption and Paying Agent means, with respect to any Series, State Street Bank and Trust Company and its successors or any other redemption and paying agent appointed by the Fund with respect to such Series.

  • Paying Agent/Registrar Agreement means the Paying Agent/Registrar Agreement between the Paying Agent/Registrar and the District relating to the Bonds.

  • Issuing and Paying Agent means the party designated as such on the cover page of this Agreement, as issuing and paying agent under the Issuing and Paying Agency Agreement, or any successor thereto in accordance with the Issuing and Paying Agency Agreement.

  • Tender and Paying Agent means The Bank of New York Mellon or, with the prior written consent of the Liquidity Provider (which consent shall not be unreasonably withheld), any successor Person, which has entered into an agreement with the Fund to act in such capacity as the Fund’s tender agent, transfer agent, registrar, dividend disbursing agent, paying agent, redemption price disbursing agent and calculation agent in connection with the payment of regularly scheduled dividends with respect to VRDP Shares.

  • Paying Agent Fee means the portion of the Trustee Fee payable to the Paying Agent in an amount agreed to between the Trustee and the Paying Agent.

  • Paying Agency Agreement means one or more Paying Agency Agreements made

  • Paying Agent/Registrar means initially the Trustee, or any successor thereto as provided in this Indenture.

  • Paying and Transfer Agent means the paying and transfer agent for the Notes appointed by us from time to time. The Paying and Transfer Agent will initially be RBC Dominion Securities Inc. whose address is P.O. Box 50, Royal Bank Plaza, 6th Floor, South Tower, Toronto, Ontario, Canada M5J 2W7; Attention: National Operations.

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

  • Paying Agent/Registrar means initially the Trustee, or any successor thereto as provided in this Indenture.

  • Calculation Agent Agreement means the Calculation Agent Agreement dated as of May 18, 2018 between the Company and the Calculation Agent, as amended from time to time.

  • Market Agent Agreement With respect to any Series, the agreement, if any, dated as of the Closing Date, between the Trustee and the Market Agent, the form of which will be attached to the related Supplement, and any similar agreement with a successor Market Agent, in each case as from time to time amended or supplemented. "Merrill Lynch & Co.": Merrill Lynch & Co., a Delaware corporation.

  • Principal Paying Agent means the Principal Paying Agent as specified in § 2 (1) of the General Conditions.

  • Agent Agreement means the agreement entered into on or about the Issue Date between the Issuer and the Agent, or any replacement agent agreement entered into after the Issue Date between the Issuer and an Agent.

  • Paying Agents means the Issuing and Principal Paying Agent and the Paying Agents referred to above and such further or other Paying Agent or Agents as may be appointed from time to time hereunder;

  • Auction Agent Agreement means the Initial Auction Agent Agreement unless and until a Substitute Auction Agent Agreement is entered into, after which "Auction Agent Agreement" shall mean such Substitute Auction Agent Agreement.

  • Paying Agent means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.

  • Investor Rights Agreement means the Investor Rights Agreement, dated as of the date of this Agreement, between the Company and each of the Purchasers, in the form of Exhibit A hereto.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.