Common use of Parent to Provide Merger Consideration Clause in Contracts

Parent to Provide Merger Consideration. (i) Prior to the Effective Time, Parent shall enter into an agreement with the Exchange Agent, in form and substance reasonably satisfactory to the Company, which shall provide that Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the share certificate(s) representing the number of Parent Ordinary Shares issuable and the aggregate Cash Consideration payable pursuant to this Article I in exchange for outstanding shares of Company Common Stock. In addition, Parent shall make available as necessary, cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions which holders of shares of Company Common Stock may be entitled pursuant to Section 1.8(e). Any cash and Parent Ordinary Shares deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.”

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Flextronics International Ltd.), Agreement and Plan of Merger (Solectron Corp)

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Parent to Provide Merger Consideration. (i) Prior to Promptly after the Effective Time, Parent shall enter into an agreement with the Exchange Agent, in form and substance reasonably satisfactory to the Company, which shall provide that Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the share certificate(s) representing the number shares of Parent Ordinary Shares Common Stock issuable and the aggregate Cash Consideration cash payable pursuant to this Article I Section 1.6(a) in exchange for outstanding shares of Company Common Stock. In addition, Parent shall make available as necessarynecessary from time to time after the Effective Time as needed, cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions which holders of shares of Company Common Stock may be entitled pursuant to Section 1.8(e1.7(d). Any cash and Parent Ordinary Shares Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund"EXCHANGE FUND."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Overture Services Inc)

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Parent to Provide Merger Consideration. (i) Prior to Promptly after the Effective Time, Parent shall enter into an agreement with the Exchange Agent, in form and substance reasonably satisfactory to the Company, which shall provide that Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the share certificate(s) representing the number shares of Parent Ordinary Shares Common Stock issuable and the aggregate Cash Consideration cash payable pursuant to this Article I Section 1.6(a) in exchange for outstanding shares of Company Common Stock. In addition, Parent shall make available as necessarynecessary from time to time after the Effective Time as needed, cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions which holders of shares of Company Common Stock may be entitled pursuant to Section 1.8(e1.7(d). Any cash and Parent Ordinary Shares Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the "Exchange Fund."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yahoo Inc)

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