Examples of Payments Administration Agreement in a sentence
MIMECAST SERVICES LIMITED By: Name: Title: SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as the Representative By: Name: Title: ACQUIOM FINANCIAL LLC By: Name: Title: [Signature Page to Payments Administration Agreement] Schedule I ACQUIOM PAYMENTS TERMS AND CONDITIONS The parties agree that the Payments Administrator shall perform the services and be subject to the terms set forth in this Schedule I.
The Payments Administrator and the Stockholder Representative shall have duly executed and delivered the Payments Administration Agreement.
Acquiom Clearinghouse LLC, or an institution selected by Parent and at Parent’s sole expense, prior to the Effective Time, shall serve as the exchange agent (such institution, the “Exchange Agent”) for the Merger, pursuant to the terms of a Payments Administration Agreement, substantially in the form attached hereto as Exhibit H (the “Payments Administration Agreement”).
The Seller Representative shall be involved with the payments process, and the Seller Representative shall be the sole counterparty to the Payments Administration Agreement, entered into as of the Closing, between the Seller Representative and Acquiom Financial LLC, a Colorado limited liability company, in its capacity as the payments administrator.
The Company Securityholders acknowledge that the Securityholder Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Payments Administration Agreement, the Securityholder Representative Engagement Agreement or the transactions contemplated hereby or thereby.
On or prior to the Closing Date, the Paying Agent, Buyer and Sellers Representative shall enter into a Payments Administration Agreement in substantially the form set forth in Exhibit C attached hereto (the “Paying Agent Agreement”).
The Payments Administrator shall, pursuant to irrevocable instructions from the Buyer in accordance with the Payments Administration Agreement and the Closing Date Allocation Schedule, deliver the Closing Stock Consideration out of the Payment Fund.
The Company (with the consent of Parent) shall appoint the Paying Agent to act as the payments administrator pursuant to the Payments Administration Agreement substantially in the form and substance of Exhibit D (the “Paying Agent Agreement”).
Notwithstanding the foregoing, the Securityholder Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein, the Payments Administration Agreement and in the Securityholder Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedules.
Parent and Merger Sub shall have received an executed counterpart to the Payments Administration Agreement, signed by the Paying Agent and the Stockholders’ Representative.