Exchange Agent definition

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

Exchange Agent has the meaning set forth in Section 2.2(a).

Exchange Agent shall have the meaning set forth in Section 1.7(a).

Examples of Exchange Agent in a sentence

• Parent, Merger Sub, the Surviving Corporation and the Exchange Agent, as the case may be, shall cooperate in good faith to minimize any such deduction or withholding.

• To the extent, for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article III, Parent shall promptly replace, restore or supplement the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make the payment of the aggregate cash payments contemplated by this Article III.

• To the extent such amounts are deducted or withheld and paid over to the appropriate Taxing Authority by Parent, Merger Sub, the Surviving Corporation or the Exchange Agent, as the case may be, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

• None of the Surviving Corporation, Parent, Merger Sub or the Exchange Agent shall be liable to any holder of Company Common Stock for any amount of Merger Consideration properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

• The cash portion of the Exchange Fund may be invested by the Exchange Agent as reasonably directed by Xxxxxx.

More Definitions of Exchange Agent

Exchange Agent shall have the meaning specified in Section 4.02.

Exchange Agent. Section 2.2(a)

Exchange Agent shall have the meaning as set forth in Section 3.2(a) of the Agreement.

Exchange Agent has the meaning set forth in Section 1.9(a).

Exchange Agent has the meaning set forth in Section 3.04.

Exchange Agent means American Stock Transfer & Trust Company, or such other exchange agent as may be designated by Parent and reasonably acceptable to the Company to act as agent for purposes of conducting the exchange procedures described in Section 3.04.

Exchange Agent shall have the meaning ascribed thereto in Section 2.1 hereof.