Delivery of the Merger Consideration. Prior to the Effective Time (and, with respect to Parent Stock, from time to time after the Effective Time, as applicable), Parent shall deposit with the Exchange Agent, pursuant to an agreement providing for the matters set forth in this Section 3.1 and such other matters as may be appropriate and the terms of which shall be mutually acceptable to Parent and the Company, an amount in cash and certificates representing shares of Parent Stock sufficient to effect the conversion of each share of Company Common Stock (other than Excluded Shares) into the Merger Consideration pursuant to this Agreement.
Delivery of the Merger Consideration. (a) At or prior to the Effective Time, BNC shall appoint a bank or trust company to act as exchange agent (the “Exchange Agent”) and shall deposit, or cause to be deposited, for the benefit of the holders of HPBC Stock, for exchange in accordance with this Section 1.5, through the Exchange Agent, the Stock Consideration and the Cash Consideration payable pursuant to Section 1.2, based on the applicable BNC VWAP, and BNC shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions represented by such deposited shares (such shares of BNC Stock and cash provided to the Exchange Agent being hereinafter referred to as the “Exchange Fund”). BNC shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 1.2(e). The Exchange Agent shall invest any cash included in the Exchange Fund as directed by BNC pending payment thereof by the Exchange Agent to the holders of HPBC Stock pursuant to this Article I; provided that no investment of such deposited funds directed by BNC shall relieve BNC or the Exchange Agent from promptly making the payments required by this Article I, and following any losses from any such investment, BNC shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of HPBC Stock, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent. BNC shall direct the Exchange Agent to hold the Exchange Fund for the benefit of the former holders of HPBC Stock and to make payments from the Exchange Fund in accordance with Article I. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to ARTICLE I, except as expressly provided for in this Agreement.
Delivery of the Merger Consideration. (a) At Closing, the portion of the Merger Consideration represented by the Escrow Assets will be delivered by Digital Angel for delivery to the Escrow Trustee pursuant to the Escrow Agreement. The balance of the Merger Consideration will be delivered to the Majority Stockholders pursuant to this Section 3.2. Subject to the Escrow Agreement, each Majority Stockholder will be entitled to receive (subject to the obligations for deposit of the Escrow Assets under the Escrow Agreement), upon surrender to DA Acquisition of one or more such certificates for cancellation as set forth below, the number of shares of Digital Angel Series A Preferred Stock set forth opposite each of the Majority Stockholders' names on Schedule I, attached hereto. Certificates which prior to the Closing represented shares of Stock owned by the Majority Stockholders shall, at and after the Effective Time, be deemed to represent only the right to receive, without interest, upon surrender of such certificates, the Merger Consideration as set forth in Section 3.1.
Delivery of the Merger Consideration. (a) At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, in trust for the benefit of the Company Stockholders and Post-Signing Company Convertible Noteholders, evidence of book-entry shares representing a number of whole shares of Parent Common Stock equal to the aggregate Parent Common Stock deliverable to the Company Stockholders and Post-Signing Company Convertible Noteholders pursuant to this Section 2.5(a). Any such amounts or shares of Parent Common Stock in book-entry form deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Agent Fund”. The Exchange Agent Fund shall be subject to the terms of this Agreement and the Exchange Agent Agreement. Subject to Section 2.6, at the Closing, Parent shall cause to be issued or paid from the Exchange Agent Fund (i) to each Company Stockholder that holds Company Common Stock immediately prior to the Effective Time (including holders of shares of Company Common Stock resulting from the exercise of Company Warrants pursuant to Section 2.8 (if any), and including shares of Company Common Stock resulting from the automatic conversion of Company Convertible Notes, but excluding any Company Dissenting Shares and shares of Company Common Stock to be cancelled pursuant to Section 2.3(d)) who has delivered to the Exchange Agent, at least three (3) Business Days prior to the Closing Date, a completed and duly executed Letter of Transmittal, evidence of book-entry shares representing the number of whole shares of the aggregate Parent Common Stock in respect of such Company Common Stock held by such Company Stockholder, and (ii) to each Post-Signing Company Convertible Noteholder that holds Post-Signing Company Convertible Notes immediately prior to the Effective Time who has delivered to the Exchange Agent, at least three (3) Business Days prior to the Closing Date, a completed and duly executed Letter of Transmittal, evidence of book-entry shares representing the number of whole shares of the aggregate Parent Common Stock in respect of such Post-Signing Company Convertible Notes held by such Post-Signing Company Convertible Noteholder. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall Parent be required to pay or issue to any Equity Holder or any other Person more than the aggregate amount of the Merger Consideration as allocated in accordance with this Section 2.5.
Delivery of the Merger Consideration. Simultaneously with the Effective Time, KIT, on behalf of Merger Sub, shall have provided irrevocable instructions to the Transfer Agent, which is also acting as the paying agent, to (i) retain the Escrow Fund and (ii) issue and deliver the balance of the Merger Consideration to the Stockholders who have complied with Section 2.5.
Delivery of the Merger Consideration. Prior to the Effective Time and, from time to time after the Effective Time, as applicable, Parent shall deposit with the Exchange Agent, pursuant to an agreement providing for the matters set forth in this Section 4 and such other matters as may be appropriate and the terms of which shall be mutually acceptable to Parent and the Company (the "Parent Exchange Agent Agreement"), the aggregate amount of the Merger Consideration due at Closing to be paid in respect of the Certificates.
Delivery of the Merger Consideration. (a) Prior to the Effective Time (and, with respect to Parent Common Stock, from time to time after the Effective Time, as applicable), Parent shall deposit with the Exchange Agent, pursuant to an agreement providing for the matters set forth in this Section 3.1 and such other matters as may be appropriate and the terms of which shall be mutually acceptable to Parent and the Company, certificates representing shares of Parent Common Stock (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by book-entry shares will be issued) sufficient to effect the conversion of each share of Company Common Stock (other than Excluded Shares) into the Merger Consideration pursuant to this Agreement.
Delivery of the Merger Consideration. The stockholders of CHSI shall receive the Merger Consideration at the Closing. Each certificate issued to the stockholders of CHSI, as well as to the stockholders of CHCI in the Critical Acquisition, representing shares of HUNAPU INC. Common Stock will be imprinted with a legend substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AND IN RELIANCE UPON THE REPRESENTATION BY THE HOLDER THAT THEY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO RESALE OR FURTHER DISTRIBUTION IN VIOLATION OF APPLICABLE LAW. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, HYPOTHECATED, NOR WILL ANY ASSIGNEE OR ENDORSEE HEREOF BE RECOGNIZED AS AN OWNER HEREOF BY THE ISSUER FOR ANY PURPOSE, UNLESS A REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SHARES SHALL THEN BE IN EFFECT OR UNLESS THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION SHALL BE ESTABLISHED TO THE REASONABLE SATISFACTION OF COUNSEL OF THE ISSUER. If any stockholder of CHSI desires to transfer any shares of HUNAPU INC. Common Stock received in connection with the Merger, other than in an offering registered under the Securities Act, such stockholder must first furnish HUNAPU INC. with (i) a written opinion satisfactory to HUNAPU INC. in form and substance from counsel reasonably satisfactory to HUNAPU INC. to the effect that such stockholder may transfer the HUNAPU INC. Common Stock as desired without registration under the Securities Act and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to HUNAPU INC. in form and substance agreeing to be bound by the restrictions on transfer contained herein.
Delivery of the Merger Consideration. At the Closing, ------------------------------------ Fiserv shall issue Merger Shares and shall deliver such shares to a bank, trust company or other Person designated by BHC Parent to act as exchange agent for the Merger (the "Exchange Agent"). --------------
Delivery of the Merger Consideration. (a) Prior to the Effective Time (and, with respect to Parent Merger Preferred Stock, from time to time after the Effective Time, as applicable), Parent shall deposit with the Exchange Agent, pursuant to an agreement providing for the matters set forth in this Section 3.1 and such other matters as may be appropriate and the terms of which shall be mutually acceptable to Parent and the Company, certificates or, at Parent’s option, a single global certificate, representing shares of Parent Merger Preferred Stock (or make appropriate alternative arrangements if uncertificated shares of Parent Merger Preferred Stock represented by book-entry shares will be issued) sufficient to effect the conversion of each share of Company Capital Stock (other than Cancelled Shares) into the Merger Consideration pursuant to this Agreement.
