Paying Agent Fund definition

Paying Agent Fund has the meaning set forth in Section 3.6(a).
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Paying Agent Fund has the meaning set forth in Section 2.2(1) of the Agreement.
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Paying Agent Fund shall have the meaning set forth in Section 2.12(b).
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Examples of Paying Agent Fund in a sentence

  • Neither Verizon nor Bidco nor Fleetmatics nor the Paying Agent nor any of their respective Affiliates, directors, officers, employees and agents shall be liable to any person in respect of any Cash Consideration (or dividends or distributions with respect thereto) from the Fleetmatics Paying Agent Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

  • Any portion of the Fleetmatics Paying Agent Fund which has not been transferred to the holders of Fleetmatics Ordinary Shares as of the six-month anniversary of the Effective Time shall be delivered to Bidco or its designee, upon demand.

  • Any interest or income produced by such investments will become a part of the Fleetmatics Paying Agent Fund.

  • Parent shall cause the Paying Agent to make, and the Paying Agent shall make, delivery of the Merger Consideration, out of the Paying Agent Fund in accordance with this Agreement.

  • In the event the Paying Agent Fund shall be insufficient to pay the aggregate Merger Consideration, Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Paying Agent in an amount which is equal to the deficiency in the amount required to make such payment.

  • To the extent that there are losses with respect to such investments, or the Paying Agent Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Paying Agent Fund lost through investments or other events so as to ensure that the Paying Agent Fund is, at all times, maintained at a level sufficient to make such payments.

  • The Paying Agent Fund shall be invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the Shares.

  • The Paying Agent Fund shall be subject to the terms of this Agreement and the Paying Agent Agreement.

  • The Paying Agent shall hold the Paying Agent Fund in a non-interest-bearing account and deliver such funds in accordance with the terms hereof and the terms of a Paying Agency Agreement to be entered into by and among the Paying Agent, Parent and the Securityholders’ Representative (the “Paying Agency Agreement”).

  • Any such shares of Parent Common Stock and cash deposited with the Paying Agent, together with any interest or other earnings thereon shall hereinafter be referred to as the “Paying Agent Fund.” The Paying Agent Fund shall be subject to the terms of this Agreement and the Paying Agent Agreement.


More Definitions of Paying Agent Fund

Paying Agent Fund. Section 2.10 “Permits” Section 3.13 “Proceeding” Section 3.12 “Release” Section 3.14(f) “Representatives” Section 5.02(a) “Reverse Termination Fee” Section 6.08(c) “Rollover Investment” Section 4.12 “Rollover Investor” Section 4.12 “Rollover Letter” Section 4.12 “Rollover Shares” Section 4.12 “SEC” Section 3.01 “Schedule 13E-3” Section 3.05(b) “Securities Act” Section 3.06 “Significant Monroe Subsidiary” Section 3.01 “Solvent” Section 4.10 “Sub-S” Preamble “Superior Monroe Proposal” Section 5.02(e) “Surviving Corporation” Section 2.01 “Tax Return” Section 3.09(h) “Taxes” Section 3.09(h) “Transaction Agreements” Recitals “Transactions” Section 2.01 “Xxxxxxxxx” Preamble “Xxxxxxxxx Disclosure Letter” Article IV “Xxxxxxxxx Match Period” Section 5.02(b) “Xxxxxxxxx Material Adverse Effect” Section 4.01 “Voting Monroe Debt” Section 3.03(a) “WARN Act” Section 3.10 “Yardley” Section 3.04(c)
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Paying Agent Fund as used as a singular term throughout the Agreement shall be amended and replaced with the term “Disbursing Account.”
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Related to Paying Agent Fund

  • 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.

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

  • 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.

  • The Paying Agent shall maintain the stock register, which shall contain a list of the Holders, the number of shares held by each Holder and the address of each Holder. The Paying Agent shall record in the stock register any change of address of a Holder upon notice by such Holder. In case of any written request or demand for the inspection of the stock register or any other books of the Trust in the possession of the Paying Agent, the Paying Agent will notify the Trust and secure instructions as to permitting or refusing such inspection. The Paying Agent reserves the right, however, to exhibit the stock register or other records to any person in case it is advised by its counsel that its failure to do so would (i) be unlawful or (ii) expose it to liability, unless the Trust shall have offered indemnification satisfactory to the Paying Agent.

  • 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.

  • Note Paying Agent means the Trustee or any other Person that meets the eligibility standards for the Trustee specified in Section 6.11 and is authorized by the Issuer to make the payments to and distributions from the Collection Account and the Note Distribution Account, including payment of principal of or interest on the Notes on behalf of the Issuer.

  • 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 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;

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

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

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

  • 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.

  • 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 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 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.

  • Certificate Paying Agent means any paying agent or co-paying agent appointed pursuant to Section 3.10 and shall initially be Wilmington Trust Company.

  • Paying agency means the body or the bodies assigned by a Member State in accordance with Regulation (EC) No 1290/2005;

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

  • 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.

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

  • 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.

  • Luxembourg Paying Agent has the meaning set forth in Section 7.18.

  • Agent Account means such account of the Administrative Agent as is designated in writing from time to time by the Administrative Agent to the Borrower and the Lenders for such purpose.

  • Redemption Account means, in respect of ETP Securities, a bank account to receive payments in the Relevant Currency of the Optional Redemption Amount in respect of the redemption of such ETP Securities, which account shall be:

  • Distribution Agent shall refer to the Trustee acting in its capacity as distribution agent pursuant to Section 5.05 herein."