Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 55 contracts
Samples: Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Agreement and Plan of Merger (Public Service Co of New Mexico), Agreement and Plan of Merger (Authentec Inc)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 24 contracts
Samples: Agreement and Plan of Merger (Ameripath Inc), Agreement and Plan of Merger (Accelrys, Inc.), Agreement and Plan of Merger (Specialty Laboratories Inc)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Animas Corp), Agreement and Plan of Merger (Closure Medical Corp), Agreement and Plan of Merger (Johnson & Johnson)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, Parent on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Access Pharmaceuticals Inc), Agreement and Plan of Merger (Somanta Pharmaceuticals Inc.), Agreement and Plan of Merger (Access Pharmaceuticals Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to and be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Premium Standard Farms, Inc.), Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Smithfield Foods Inc)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to ParentParent or the Surviving Corporation.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Lowrance Electronics Inc), Agreement and Plan of Merger (CFC International Inc), Agreement and Plan of Merger (Click Commerce Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any all cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Alltel Corp), Agreement and Plan of Merger (Applera Corp)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Solarcity Corp), Agreement and Plan of Merger (Martin Marietta Materials Inc), Agreement and Plan of Merger (Centurylink, Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parentthe Company, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parentthe Company.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Duke Energy CORP), Agreement and Plan of Merger (Duke Energy Corp), Agreement and Plan of Merger (System Energy Resources Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by ParentAcquiror, on a daily basis. Any interest and other income resulting from such investments shall be paid to ParentAcquiror.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Rubbermaid Inc)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any all cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Rohm & Haas Co), Agreement and Plan of Merger (Synthetech Inc), Agreement and Plan of Merger (W R Grace & Co)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. ; provided that no gain or loss thereon or income or loss generated thereby shall affect the amounts payable to Company stockholders pursuant to this Article I. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to Company stockholders pursuant to this Article I shall promptly be paid to Parent.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to the Company's stockholders pursuant to this Article II. Any interest and other income resulting from such investments shall be the property of, and shall be paid to, Parent, and Parent shall be responsible for paying all taxes with respect to Parentsuch interest and other income.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent; provided that no such investment shall relieve Parent or the Exchange Agent from making the payments required by this Article II, on a daily basisand following any losses Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the holders of Company Common Stock in the amount of such losses. Any interest and other or income resulting from produced by such investments shall will be paid payable to Parent or its designee as directed by Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Rockwell Collins Inc), Agreement and Plan of Merger (Middleby Corp)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to ParentParent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Amgen Inc), Agreement and Plan of Merger (Amgen Inc), Agreement and Plan of Merger (Atrix Laboratories Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. ; provided that no such investment or loss thereon shall affect the amounts payable to the Company stockholders pursuant to this Article I. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to the Company stockholders pursuant to this Article I shall promptly be paid to Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Speechworks International Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to ParentParent upon termination of the Exchange Fund.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Warp Technology Holdings Inc), Agreement and Plan of Merger (Unify Corp), Agreement and Plan of Merger (Infonow Corp /)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. In the event the Exchange Fund shall realize a loss on any such investment, Parent shall promptly thereafter deposit, or cause to be deposited, in such Exchange Fund on behalf of the Surviving Corporation cash in an amount equal to such loss.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Southern Mineral Corp), Agreement and Plan of Merger (Southern Mineral Corp), Agreement and Plan of Merger (Amerac Energy Corp)
Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to ParentParent upon termination of the Exchange Fund pursuant to Section 2.3(e).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (Xicor Inc)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any ---------------------------- cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Schering Berlin Inc), Agreement and Plan of Merger (Gec Acquisition Corp)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be the property of, and shall be paid to, Parent. Any losses resulting from such investments shall not in any way diminish Parent's and Merger Sub's obligation to Parentpay the full amount of the Merger Consideration.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mid Atlantic Medical Services Inc), Agreement and Plan of Merger (Pacificare Health Systems Inc /De/), Agreement and Plan of Merger (Unitedhealth Group Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund on a daily basis as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Beazer Homes Usa Inc), Agreement and Plan of Merger (Beazer Homes Usa Inc), Agreement and Plan of Merger (Crossmann Communities Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any --------------------------- cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mandaric Milan), Agreement and Plan of Merger (Digital Generation Systems Inc), Agreement and Plan of Merger (Ginsburg Scott K)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis; provided, that no such investment or loss thereon shall affect the amounts payable to former shareholders of the Company after the Effective Time pursuant to this Article II. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund and any amounts in excess of the amounts payable pursuant to this Article II shall promptly be paid to Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sphere 3D Corp), Agreement and Plan of Merger (Overland Storage Inc), Agreement and Plan of Merger (Sphere 3D Corp)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis, provided that any such investment is guaranteed as to payment of principal and interest by the federal government of the United States. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Triathlon Broadcasting Co), Agreement and Plan of Merger (Capstar Broadcasting Corp), Agreement and Plan of Merger (SFX Broadcasting Inc)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. No such investment or any loss thereon shall affect the amounts payable pursuant to this Article II. Parent shall take actions necessary to ensure that the Exchange Fund includes at all times cash in an amount sufficient for the Paying Agent to pay the Merger Consideration in accordance with this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (PPD, Inc.), Agreement and Plan of Merger (Endocyte Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. ; provided that no such investment or loss thereon shall affect the amounts payable to holders of shares of Company Common Stock pursuant to this Article I. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to the holders of shares of Company Common Stock pursuant to this Article I shall promptly be paid to Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization, Agreement and Plan of Reorganization (McData Corp), Agreement and Plan of Reorganization (Brocade Communications Systems Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to and be income of Parent. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Viasys Healthcare Inc), Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Cardinal Health Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to former stockholders of the Company after the Effective Time pursuant to this Article III. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable pursuant to this Article III shall promptly be paid to Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Indevus Pharmaceuticals Inc), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Nupathe Inc.)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any all cash included in the Exchange Fund, Fund as reasonably directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parentthe Parent upon demand.
Appears in 3 contracts
Samples: Merger Agreement (Cardionet Inc), Merger Agreement (Biotel Inc.), Merger Agreement (Biotel Inc.)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to and be income of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Scios Inc), 82 Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Moore Medical Corp)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pec Solutions Inc), Agreement and Plan of Merger (Nortel Networks Inc.), Agreement and Plan of Merger (Nortel Networks LTD)
Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to Company shareholders pursuant to this Article II. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to Company shareholders pursuant to this Article II shall promptly be paid to Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Scopus Video Networks Ltd.), Agreement and Plan of Merger (Scopus Video Networks Ltd.), Agreement and Plan of Merger (Harmonic Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by ParentTrust, on a daily basis, in obligations of the United States of America. Any interest and other income resulting from such investments shall be the property of and shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genus Inc), Agreement and Plan of Merger (Renovis Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange FundFund in a deposit account with any bank with assets exceeding one billion dollars ($1,000,000,000) chartered under the laws of the United States or any state thereof, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compudyne Corp), Agreement and Plan of Merger (Compudyne Corp)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, the Parent on a daily basis. Any interest and other income resulting from such investments shall promptly be paid to the Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cadence Financial Corp), Agreement and Plan of Merger (Seasons Bancshares Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, in direct obligations of the U.S. Treasury or otherwise with the consent of the Company (which consent shall not be unreasonably withheld or delayed), on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (Caesars Entertainment Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be the property of, and shall be paid to, Parent. Any losses resulting from such investments shall not in any way diminish Parent’s and Merger Sub’s obligation to Parentpay the full amount of the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mgi Pharma Inc), Agreement and Plan of Merger (Guilford Pharmaceuticals Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basisbasis within the guidelines set forth in Section 2.2(a). Any interest and other income resulting from such investments shall will be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Multifoods Corp), Agreement and Plan of Merger (Smucker J M Co)
Investment of Exchange Fund. The Exchange Agent shall will invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall will be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American International Group Inc), Agreement and Plan of Merger (HSB Group Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 3.3(e); provided that nothing herein shall limit Parent's obligation to ensure that an amount of cash sufficient to pay all amounts due holders of Certificates upon surrender to the Exchange Agent pursuant to the provisions of this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bergen Brunswig Corp), Agreement and Plan of Merger (Amerisource Health Corp/De)
Investment of Exchange Fund. The Exchange Agent shall invest any --------------------------- cash included in the Exchange Fund, as directed by the Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to the Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aluminum Co of America), Alumax Inc
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be the property of, and shall be paid to to, Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merix Corp), Agreement and Plan of Merger (Leucadia National Corp)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid from time to time to Parent, upon request.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Overseas Shipholding Group Inc), Agreement and Plan of Merger (Maritrans Inc /De/)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to the Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Physician Reliance Network Inc), Agreement and Plan of Merger (American Oncology Resources Inc /De/)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and or other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxwell Shoe Co Inc), Agreement and Plan of Merger (Jones Apparel Group Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by ParentParent (provided that such cash shall be invested only in high quality short-term instruments with low risk of loss of principal), on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Travelers Group Inc), Agreement and Plan of Merger (Salomon Inc)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and or other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Riviera Holdings Corp), Agreement and Plan of Merger (Isle Investors LLC)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall will be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smtek International Inc), Agreement and Plan of Merger (CTS Corp)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Walsh International Inc \De\), Agreement and Plan of Merger (Pharmaceutical Marketing Services Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange FundFund in investment grade securities, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be the property of, and shall be paid to to, Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Collateral Therapeutics Inc), Agreement and Plan of Merger (Collateral Therapeutics Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis, provided that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable pursuant to the provisions of this Article II. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: V Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Hotjobs Com LTD)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange FundFund in deposit accounts or short-term money market instruments, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Plan and Agreement of Merger (Equinox Systems Inc), Plan and Agreement of Merger (Avocent Corp)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Payment Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Globalive Communications Corp.), Agreement and Plan of Merger (Yak Communications Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be the property of, and shall be paid to to, Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allegheny Technologies Inc), Agreement and Plan of Merger (Ladish Co Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parentthe Surviving Entity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transgenomic Inc), Agreement and Plan of Merger and Reorganization (Ventrus Biosciences Inc)
Investment of Exchange Fund. The Exchange Agent shall will invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall will be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dynamics Corp of America), Amended and Restated Agreement and Plan of Merger (CTS Corp)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pemstar Inc), Agreement and Plan of Merger (Benchmark Electronics Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included balances in the Exchange FundFund as a result of Section 2.2(c), as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to ParentParent upon termination of the Exchange Fund pursuant to Section 2.3(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genesis Health Ventures Inc /Pa), Agreement and Plan of Merger (NCS Healthcare Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be the property of, and shall be paid to, Parent. Any losses resulting from such investments shall not in any way diminish Parent’s and Merger Sub’s obligation to Parentpay the full amount of the Closing Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unitedhealth Group Inc), Agreement and Plan of Merger (NWH Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any all cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PAETEC Holding Corp.), Agreement and Plan of Merger (Ev3 Inc.)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be the property of, and shall be paid to to, Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seabulk International Inc), Agreement and Plan of Merger (Seacor Holdings Inc /New/)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund in Permitted Investments as directed by Parent, Parent on a daily basisbasis from time to time. Any interest and or other income resulting from such investments shall be paid to Parent, upon demand. In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent under this Article 2, Parent shall promptly deposit cash into the Exchange Fund in an amount that is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HeartWare International, Inc.), Agreement and Plan of Merger (Thoratec Corp)
Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid as directed by Parent. To the extent that there are losses with respect to Parentsuch investments, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments so as to ensure that the Exchange Fund is maintained at a level sufficient to make all payments required under this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Standard Microsystems Corp), Agreement and Plan of Merger (Conexant Systems Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. ; provided that no such investment or loss thereon shall affect the amounts payable to Company members pursuant to this Article I. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to Company members pursuant to this Article I shall promptly be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (US BioEnergy CORP), Agreement and Plan of Merger (Millennium Ethanol, LLC)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basisbasis in reasonably prudent investments. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Associates International Inc), Agreement and Plan of Merger (Sterling Software Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be the property of and shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exar Corp), Agreement and Plan of Merger (Hi/Fn Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, on a daily basisParent in obligations of the United States. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ashland Inc.), Agreement and Plan of Merger (Hercules Inc)
Investment of Exchange Fund. The Exchange Agent shall will invest any --------------------------- cash included in the Exchange FundFund from time to time, as directed by Parent, on a daily basisin short term money market assets or similar securities. Any interest and other income resulting from such investments shall will be paid payable to Parent on demand and will be the sole property of Parent.
Appears in 1 contract
Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, as directed by Parent, in interest-bearing savings accounts, certificates of deposit, short-term U.S. Treasury funds or money market funds on a daily basis. Any interest and other income resulting from such investments shall be paid to ParentParent upon termination of the Exchange Fund pursuant to Section 2.3(d).
Appears in 1 contract
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be the property of, and shall be paid to to, Parent.
Appears in 1 contract
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basisbasis in overnight bank deposits, bankers’ acceptances or other deposits available for withdrawal on demand at any commercial bank that is a member of the Federal Reserve System having combined capital and surplus of not less than $500 million. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 1 contract
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in held by it for payment to the Exchange Fund, Holders as directed by Parent, Parent on a daily basis. Any interest and other income resulting from such investments investment shall promptly be paid to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rxi Pharmaceuticals Corp)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.Parent upon termination of the
Appears in 1 contract
Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, as directed by ParentXxxxxx, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (JRC Acquisition Corp)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid added to Parentthe Exchange Fund and used to pay the expenses of the Exchange Fund.
Appears in 1 contract
Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any net profit resulting from, or interest and other or income resulting from produced by, such investments investments, shall be paid placed in the Exchange Fund and be payable to ParentParent or the Surviving Corporation, as Parent shall determine.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Med Technologies Inc)
Investment of Exchange Fund. The Exchange Exchange/Payment Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
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Investment of Exchange Fund. The Exchange Agent shall will invest any all cash included in the Exchange Fund, Fund as directed by ParentParent or (after the Effective Time) the Surviving Corporation, and any and all interest earned on a daily basis. Any interest and other income resulting from such investments shall the funds will be paid by the Exchange Agent to ParentParent or (after the Effective Time) the Surviving Corporation. Parent will bear and pay all charges and expenses, including those of Exchange Agent, incurred in connection with the payment of funds to holders of Company Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novellus Systems Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.. (g)
Appears in 1 contract
Samples: Agreement and Plan of Share Exchange agreement (White River Capital Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by ParentParent (but subject to the approval of the Company (prior to the Effective Time) or the Stockholders’ Representatives (following the Effective Time), not to be unreasonably withheld or delayed), on a daily basis. Any interest and other income resulting from such investments shall be paid to ParentParent upon termination of the Exchange Fund pursuant to Section 1.7(e).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.)
Investment of Exchange Fund. The Exchange Agent Agent, if so --------------------------- directed by PARENT, shall invest any cash included in the Exchange Fund, as directed in obligations of the United States government or any agent or instrumentality thereof, or in obligations that are qualified or insured by Parent, on a daily basisthe United States government or any agency or instrumentality thereof. Any interest and other income resulting from such investments shall be paid to ParentPARENT. In the event of any realized loss on any investment of cash in the Exchange Fund, PARENT shall promptly thereafter deposit in such Exchange Fund cash in an amount necessary to make up such loss.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Innovasive Devices Inc)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any the cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to ParentParent upon termination of the Exchange Fund pursuant to this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Onesource Information Services Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any ---------------------------- cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be the property of, and shall be paid to to, Parent.
Appears in 1 contract
Investment of Exchange Fund. The Exchange Agent shall invest any --------------------------- cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to ParentParent upon termination of the Exchange Fund pursuant to Section 2.3(e).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Unit Instruments Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.; provided, that
Appears in 1 contract
Samples: Agreement and Plan of Merger
Investment of Exchange Fund. The Exchange Agent shall --------------------------- invest any the cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to ParentParent upon termination of the Exchange Fund pursuant to Section 2.3(e).
Appears in 1 contract
Investment of Exchange Fund. The Exchange Agent shall invest --------------------------- any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Berkshire Hathaway Inc /De/)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Parent shall take all actions necessary to ensure that the Exchange Fund includes at all times cash sufficient to satisfy Parent’s obligations under Section 4.1(a). Any interest and other income resulting from such investments shall be paid to ParentParent upon termination of the Exchange Fund pursuant to Section 4.2(d).
Appears in 1 contract
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.. Section 3.3
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Peerless Systems Corp)
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as reasonably directed by Parent; provided that no such investment shall relieve Parent or the Exchange Agent from making the payments required by this Article II, on a daily basis. Any interest and other income resulting from following any losses Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the holders of Company Ordinary Shares in the amount of such investments shall be paid to Parentlosses.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Flavors & Fragrances Inc)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, Fund as directed by the Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to the Parent.
Appears in 1 contract
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis, provided that any such investment is guaranteed as to payment of principal and interest by the federal government of the United States. Any interest and other income resulting from such investments shall be paid to ParentTarget Stockholders.
Appears in 1 contract
Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. Any interest and other income resulting from such investments shall promptly be paid to Parent.. 6.9
Appears in 1 contract
Samples: Intersolv Inc
Investment of Exchange Fund. The Exchange Agent shall will invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis; provided, however, that no such investment or losses will affect the cash payable to holders of Share Certificates or the Eligible Option Holders. Any interest and or other income resulting from amounts received with respect to such investments shall will be paid to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Darden Restaurants Inc)
Investment of Exchange Fund. The Exchange Paying Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vicuron Pharmaceuticals Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any all cash included in the Exchange Fund, as reasonably directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 1 contract
Investment of Exchange Fund. The Exchange Agent shall may invest any cash included in the Exchange FundFund in deposit accounts or short-term money market instruments, as directed by the Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to the Parent. The Parent shall deposit with the Exchange Agent as part of the Exchange Fund cash in an amount equal to any loss AGREEMENT AND PLAN OF MERGER of principal resulting from such investments promptly after the incurrence of such a loss.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dresser Industries Inc /De/)
Investment of Exchange Fund. The Exchange Agent shall invest any ---------------------------- cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 1 contract
Samples: Merger Agreement (Centocor Inc)
Investment of Exchange Fund. The Exchange Agent shall invest any all cash --------------------------- included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Guarantee Life Companies Inc)
