Common use of Parent to Make Merger Consideration Available Clause in Contracts

Parent to Make Merger Consideration Available. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”), for the benefit of the holders of Certificates, for exchange in accordance with this Article II, certificates or, at Parent’s option, evidence of shares in book entry form (collectively, referred to herein as “certificates”), representing the shares of Parent Common Stock to be issued to holders of Company Class A Common Stock, and cash in lieu of fractional shares (such cash and certificates for shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”), to be issued pursuant to Section 1.5 and paid pursuant to Section 2.2(a) in exchange for outstanding shares of Company Class A Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (FCB Financial Holdings, Inc.), Agreement and Plan of Merger (Synovus Financial Corp)

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Parent to Make Merger Consideration Available. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”), for the benefit of the holders of Certificates, for exchange in accordance with this Article II, certificates or, at Parent’s option, evidence of shares in book entry form (collectively, referred to herein as “certificates”), representing the shares of Parent Common Stock to be issued to holders of Company Class A Common Stock, and cash in lieu of fractional shares (such cash and certificates for shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”), to be issued pursuant to Section 1.5 and paid pursuant to Section 2.2(a) in exchange for outstanding shares of Company Class A Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (State Bank Financial Corp), Agreement and Plan of Merger (Cadence Bancorporation)

Parent to Make Merger Consideration Available. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”), for the benefit of the holders of Certificates, for exchange in accordance with this Article II, (i) certificates or, at Parent’s option, evidence of shares in book entry form (collectively, referred to herein as “certificatesNew Certificates”), representing the shares of Parent Common Stock to be issued to holders of Company Class A Common Stock, and (ii) cash in lieu of fractional shares (such cash and certificates for shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”), to be issued pursuant to Section 1.5 and paid pursuant to Section 2.2(a) 2.2 in exchange for outstanding shares of Company Class A Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CapStar Financial Holdings, Inc.), Agreement and Plan of Merger (Old National Bancorp /In/)

Parent to Make Merger Consideration Available. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), for the benefit of the holders of Certificates, for exchange in accordance with this Article II, certificates or, at Parent’s 's option, evidence of shares in book entry form (collectively, referred to herein as "certificates"), representing the shares of Parent Common Stock to be issued to holders of Company Class A Common Stock, and cash in lieu of any fractional shares (such cash and certificates for shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund"), to be issued pursuant to Section 1.5 and paid pursuant to Section 2.2(a) in exchange for outstanding shares of Company Class A Common Stock.. 2.2

Appears in 1 contract

Samples: Agreement and Plan of Merger (Astoria Financial Corp)

Parent to Make Merger Consideration Available. At or prior to As promptly as practicable following the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent designated by Parent and a bank or trust company reasonably acceptable to each of the Company and Parent (the “Exchange Agent”), for the benefit of the holders of Certificates, for exchange in accordance with this Article II, (a) certificates or, at Parent’s option, evidence of shares in book entry form (collectively, referred to herein as “certificates”), representing the shares of Parent Common Stock sufficient to be issued deliver the aggregate Merger Consideration, (b) immediately available funds equal to holders of Company Class A Common Stockany dividends or distributions payable in accordance with Section 2.2(b), and (c) cash in lieu of any fractional shares (such cash and certificates for shares of Parent Common Stock, together with any dividends or distributions with respect thereto, collectively being hereinafter referred to as the “Exchange Fund”), to be issued pursuant to Section 1.5 1.6 and paid pursuant to Section 2.2(a2.2(e) in exchange for outstanding shares of Company Class A Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Cinema Destinations Corp.)

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Parent to Make Merger Consideration Available. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”), for the benefit of the holders of Certificates, for exchange in accordance with this Article II, certificates or, at Parent’s option, evidence of shares in book entry form (collectively, referred to herein as “certificates”), representing the shares of Parent Common Stock to be issued to holders of Company Class A Common Stock, and cash in lieu of any fractional shares (such cash and certificates for shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”), to be issued pursuant to Section 1.5 and paid pursuant to Section 2.2(a) in exchange for outstanding shares of Company Class A Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sterling Bancorp)

Parent to Make Merger Consideration Available. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”), for the benefit of the holders of Old Certificates, for exchange in accordance with this Article II2, certificates or, at Parent’s option, evidence of shares in book book-entry form (collectively, collectively referred to herein as “certificatesNew Certificates”), representing the shares of Parent Common Stock to be issued to holders of Company Class A Common Stock, and cash in lieu of fractional shares (such cash and certificates New Certificates for shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter hereafter referred to as the “Exchange Fund”), to be issued pursuant to Section 1.5 and paid pursuant to Section 2.2(a) in exchange for outstanding shares of Company Class A Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Community Banks Inc)

Parent to Make Merger Consideration Available. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”), for the benefit of the holders of Certificates, for exchange in accordance with this Article II2, certificates or, at Parent’s option, evidence of shares in book book-entry form (collectively, collectively referred to herein as “certificates”), representing the shares of Parent Common Stock to be issued to holders of Company Class A Common Stock, and cash in lieu of fractional shares (such cash and certificates for shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter hereafter referred to as the “Exchange Fund”), to be issued pursuant to Section 1.5 and paid pursuant to Section 2.2(a) in exchange for outstanding shares of Company Class A Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Community Banks Inc)

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