Common use of Investment of Exchange Fund Clause in Contracts

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d).

Appears in 11 contracts

Samples: Agreement and Plan of Merger (Kroger Co), Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Ness Technologies Inc)

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Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d3.2(d).

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Stealth Acquisition Corp.), Agreement and Plan of Merger (Obagi Medical Products, Inc.), Agreement and Plan of Merger (Titanium Asset Management Corp)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. governmentGovernment. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d3.2(c).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Tektronix Inc), Agreement and Plan of Merger (Raven Acquisition Corp.), Agreement and Plan of Merger (Danaher Corp /De/)

Investment of Exchange Fund. The Paying Agent shall invest all any cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid in obligations of or guaranteed by the United States of America. Any net profit resulting from, or interest or income produced by, such investments, shall be placed in the Exchange Fund and be payable to the Surviving Corporation pursuant to Section 2.2(d)Parent.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Kenexa Corp), Agreement and Plan of Merger (Kenexa Corp), Agreement and Plan of Merger (Kenexa Corp)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. United States government. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d1.8(d).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (American Capital Strategies LTD), Agreement and Plan of Merger (Memry Corp), Agreement and Plan of Merger (Merisel Inc /De/)

Investment of Exchange Fund. The Paying Exchange Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. governmentgovernment and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article III. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d3.2(d).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (Dionex Corp /De), Agreement and Plan of Merger (Span America Medical Systems Inc)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d)) .

Appears in 3 contracts

Samples: Agreement and Plan of Merger (CGEA Investor, Inc.), And Restated Agreement and Plan of Merger (Elkcorp), Agreement and Plan of Merger (Elkcorp)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash Exchange Fund shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. governmentgovernment and that no such investment or loss thereon shall affect the amounts payable to holders of Common Units that converted into the right to receive the Merger Consideration pursuant to Section 2.1. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation Entity pursuant to Section 2.2(d).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hiland Holdings GP, LP), Agreement and Plan of Merger (Hiland Partners, LP), Agreement and Plan of Merger (Hiland Holdings GP, LP)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any no such investment or loss thereon shall affect the amounts payable to former owners of such cash shall be limited Shares or Company Stock Options, pursuant to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. governmentthis Article II. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Silverleaf Resorts Inc), Agreement and Plan of Merger (Silverleaf Resorts Inc)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by ParentPurchaser; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. governmentgovernment and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Uncertificated Shares pursuant to this Article IV. Any interest and other income income, net of any losses, resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d)Company.

Appears in 2 contracts

Samples: Agreement and Plan (Res Care Inc /Ky/), Agreement and Plan of Share (Res Care Inc /Ky/)

Investment of Exchange Fund. The Paying Agent shall invest all any cash included in the Exchange Fund Fund, as reasonably directed by Parent or U.S. Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid to to, or as directed by, Parent or U.S. Parent. In no event, however, shall such investment or any such payment of interest or income delay the Surviving Corporation pursuant to Section 2.2(d)receipt by holders of Certificates of the Merger Consideration, or otherwise impair such holders’ rights hereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Stanley, Inc.), Agreement and Plan of Merger (Cgi Group Inc)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any no such investment or loss thereon will affect the amounts payable to holders of such cash shall be limited Shares, Company Stock Options, Restricted Stock or PARSUs pursuant to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. governmentthis Agreement. Any interest and other income resulting from such investments shall be paid to become part of the Surviving Corporation pursuant to Section 2.2(d)Exchange Fund.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wj Communications Inc), Agreement and Plan of Merger (Triquint Semiconductor Inc)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct direct, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (NewPage Holdings Inc.), Agreement and Plan of Merger (Verso Paper Corp.)

Investment of Exchange Fund. The Paying Agent shall invest all the cash included in the Exchange Fund as reasonably directed by Parent; provided, however, provided that any such investment of such cash shall be limited to direct short-term obligations ofin U.S. government or other investment grade securities, or short-term obligations fully guaranteed as to principal and interest by, the U.S. governmentin each case with maturities of not more than one year. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d)Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alberto-Culver CO), Agreement and Plan of Merger (Unilever N V)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. governmentgovernment and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates, Company Stock Options or Company Stock-Based Awards pursuant to this Article II and Section 5.5(a). Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Egl Inc), Agreement and Plan of Merger (Crane James R)

Investment of Exchange Fund. The Paying Agent shall invest all the cash included in the Exchange Fund Fund, as reasonably directed by Parentthe Surviving Entity, on a daily basis; provided, however, that any investment of such cash investments shall only be limited to direct short-term in obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d).United

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boston Capital Real Estate Investment Trust Inc)

Investment of Exchange Fund. The Paying Payment Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment investments of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully fully-guaranteed as to principal and interest by, the U.S. governmentUnited States government and that no such investment or loss thereon shall affect the amounts payable to the former holders of Company Shares pursuant to this Article 2. Any interest and other income income, net of any losses, resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d)Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dakota Growers Pasta Co Inc)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by ParentXxxxxx; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, (i) securities issued or short-term obligations directly and fully guaranteed as to principal or insured by the United States government or any agency or instrumentality thereof and interest by, having maturities of not more than one month from the U.S. governmentdate of investment or (ii) money market mutual or similar funds having assets in excess of $1,000,000,000. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d)upon demand.

Appears in 1 contract

Samples: __________________________________________________________________________________________________________________________ Agreement and Plan of Merger (Ceridian Corp /De/)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by ParentXxxxxx; provided, however, that any investment of such cash shall be limited to direct direct, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parentthe Parents; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d). The Parents shall promptly replace any funds deposited with the Paying Agent lost through any investment made pursuant to this Section 2.2(f).

Appears in 1 contract

Samples: Agreement and Plan of Merger (RCN Corp /De/)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, (i) securities issued or short-term obligations directly and fully guaranteed as to principal or insured by the United States government or any agency or instrumentality thereof and interest by, having maturities of not more than one month from the U.S. governmentdate of investment or (ii) money market mutual or similar funds having assets in excess of $1,000,000,000. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d)upon demand.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Comdata Network, Inc. Of California)

Investment of Exchange Fund. The Paying Exchange Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any no such investment or loss thereon shall affect the amounts payable to holders of such cash shall be limited Certificates or Book-Entry Shares pursuant to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. governmentthis Article II. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (McClatchy Co)

Investment of Exchange Fund. The Paying Exchange Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Goodman Global Inc)

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Investment of Exchange Fund. The Paying Agent shall invest all any cash included in the Exchange Fund as reasonably directed by Parent; provided, however, provided that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid in obligations of or guaranteed by the United States of America. Any net profit resulting from, or interest or income produced by, such investments, shall be placed in the Exchange Fund and be payable to the Surviving Corporation pursuant to Section 2.2(d)Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microfinancial Inc)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. governmentGovernment. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d3.2(c), and no part of such interest or other income shall accrue to the benefit of holders of Common Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Infocus Corp)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d)3.2(d) .

Appears in 1 contract

Samples: Agreement and Plan of Merger (Safenet Inc)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. governmentgovernment and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Company Stock Options pursuant to this Article II and Section 5.5(a). Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Egl Inc)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, or any U.S. registered open end investment company holding itself out as a U.S. government money market fund. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (CST Brands, Inc.)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation Parent pursuant to Section 2.2(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Touchstone Software Corp /Ca/)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct direct, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d2.13(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cyalume Technologies Holdings, Inc.)

Investment of Exchange Fund. The Paying Exchange Agent shall may invest all cash included in the Exchange Fund as reasonably directed by Parentmutual agreement of Purchaser and the Shareholders’ Representative; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, of the U.S. government or short-term obligations fully guaranteed as to principal and interest by, by the U.S. government. Any interest and other Subject to the previous sentence, any income resulting from such investments investment of the Exchange Fund shall be paid to the Surviving Corporation pursuant to Section 2.2(d3.2(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avista Corp)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct direct, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. United States government. Any interest and other income resulting from such investments shall be paid the sole and exclusive property of Parent payable to Parent upon its request, and no part of such earnings shall accrue to the Surviving Corporation pursuant to Section 2.2(d)benefit of holders of Common Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lesco Inc/Oh)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. governmentgovernment and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this ARTICLE II. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kinder Morgan Inc)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d2.3(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Frischs Restaurants Inc)

Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. governmentUnited States of America and backed by the full faith and credit of the United States of America. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d3.2(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Volt Information Sciences, Inc.)

Investment of Exchange Fund. The Paying Agent shall invest all any cash included in the Exchange Fund Fund, as reasonably directed by Parent, on a daily basis; provided, however, provided that any investment of such cash shall must be limited to direct direct, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. United States government. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d)Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ikon Office Solutions Inc)

Investment of Exchange Fund. The Paying Exchange Agent shall invest all cash included in the Exchange Fund in cash, cash equivalents and investment funds investing primarily in government securities as reasonably directed by Parent; provided, however, that any no such investment or loss thereon shall affect the amounts payable to holders of such cash shall be limited Certificates or Book-Entry Shares pursuant to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. governmentthis ARTICLE II. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fiserv Inc)

Investment of Exchange Fund. The Paying Agent shall invest all any cash included in the Exchange Fund as reasonably directed by Parent; providedParent or, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest byafter the Effective Time, the U.S. government. Any interest and other income resulting Surviving Corporation; provided that (i) any gain or loss from such investments investment shall be paid not affect the amounts payable to the Surviving Corporation shareholders of the Company pursuant to Section 2.2(d).this Article II;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Us 1 Industries Inc)

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