Merger Reserve definition
Examples of Merger Reserve in a sentence
Notwithstanding any of the foregoing, no portion of the funds held in the Merger Escrow Account, the Merger Reserve Account, the Armour Escrow Account or the Armour Reserve Amount may be held in an investment which cannot be sold, redeemed or otherwise liquidated at the holder's option in ninety (90) days or less without loss of interest or discount.
The Administrative Agent shall have received (a) lease operating statements and production reports with respect to the Mid-Con Properties evaluated in the Mid-Con Merger Reserve Report, in form and substance reasonably satisfactory to the Administrative Agent, for the fiscal year ended December 31, 2019 and for each fiscal quarter thereafter ending at least 45 days prior to the date on which the Mid-Con Merger is consummated; and (b) the Third Amendment Reserve Reports.
All amounts and investments (other then bearer instruments) held in the Merger Escrow Account, the Merger Reserve Account, the Armour Escrow Account or the Armour Reserve Account shall be registered and held in the name of the Disbursing Agent, as Disbursing Agent hereunder.
All income earned on the Merger Escrow Account, the Merger Reserve Account, the Armour Escrow Account or the Armour Reserve Account shall be credited to such account and shall be distributed in accordance with the other provisions of this Agreement.
In the absence of instructions from the Armour Shareholder Representative or the Shareholder Representative, as the case may be, funds held in the Merger Escrow Account, the Merger Reserve Account, the Armour Escrow Account and the Armour Reserve Account shall be invested and reinvested in Norwest Advantage U.S.
Buyer shall concurrently with the delivery of such statement remit to the Disbursing Agent immediately available funds in an amount equal to the excess (if any) of (i) the Common Stock Merger Consideration over (ii) the Estimated Common Stock Merger Consideration, which excess shall be held in the Merger Reserve Account and disbursed by the Disbursing Agent in accordance with Section 6 of this Agreement.
The Disbursing Agent is further authorized to sell or redeem any or all of said investments without further instructions as may be necessary from time to time to pay in cash any Merger Agreement Indemnification Obligations or Armour Stock Purchase Indemnification Obligations in accordance with Section 8 hereof or to make payments from the Merger Reserve Account in accordance with Section 6(a)(iii) hereof and payments from the Armour Reserve Account in accordance with Section 7 hereof.
Alternatively, if the Estimated Common Stock Merger Consideration exceeds the Common Stock Merger Consideration, the Disbursing Agent shall from the funds in the Merger Reserve Account, remit such excess to the Buyer within two (2) business days of such statement and the balance of the funds in the Armour Reserve Account shall be disbursed by the Disbursing Agent in accordance with Section 6 of this Agreement.