Paying Agent; Exchange Fund. Prior to the Effective Time, Parent shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as agent for the holders of Company Common Stock and the holders of Company Preferred Stock in connection with the Merger (the “Paying Agent”) and to receive the Merger Consideration (other than the SpinCo Consideration). On the Closing Date and prior to the filing of the Certificate of Merger, Parent shall deposit, or cause to be deposited with the Paying Agent, for the benefit of the holders of shares of Company Common Stock and Company Preferred Stock issued and outstanding immediately prior to the Effective Time, an amount in cash sufficient to pay the aggregate Merger Consideration (other than the SpinCo Consideration) in exchange for all of the shares of Company Common Stock and Company Preferred Stock outstanding immediately prior to the Effective Time, excluding any shares of Company Common Stock and Company Preferred Stock described in Section 3.1(a)(iii) and any Dissenting Shares (such cash being hereinafter referred to as the “Exchange Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration (other than the SpinCo Consideration) contemplated to be issued in exchange for shares of Company Common Stock and Company Preferred Stock pursuant to this Agreement out of the Exchange Fund. Except as contemplated by this Section 3.3(a), the Exchange Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of shares of Company Common Stock and Company Preferred Stock for the Merger Consideration. Any interest or other income resulting from investment of the Exchange Fund shall become part of the Exchange Fund.
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Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Kroger Co), Agreement and Plan of Merger (Albertsons Companies, Inc.)
Paying Agent; Exchange Fund. Prior to the Effective Time, Parent shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as paying agent for the holders of Company Common Stock and (other than the holders of Company Preferred Stock Dissenting Shares) in connection with the Merger (the “Paying Agent”) and to receive for purposes of paying the applicable Merger Consideration (other than upon delivery of the SpinCo Consideration)applicable Certificates or Uncertificated Shares, as applicable, in accordance with this Section 3.4. On the Closing Date and prior to substantially concurrently with the filing occurrence of the Certificate of MergerEffective Time, Parent shall deposit, or cause to be deposited deposited, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock and Company Preferred Stock issued and outstanding immediately prior to the Effective TimeTime (excluding any shares of Company Common Stock described in Section 3.1(a)(iii) and Dissenting Shares), an amount in cash sufficient to pay the aggregate Merger Consideration (other than the SpinCo Consideration) payable in exchange for all respect of the such shares of Company Common Stock and Company Preferred Stock outstanding immediately prior to the Effective Time, excluding any shares of Company Common Stock and Company Preferred Stock described in Section 3.1(a)(iii) and any Dissenting Shares (such cash being hereinafter referred to as the “Exchange Fund”). Parent agrees to make available, directly or indirectly, to the Paying Agent from time to time as needed additional cash sufficient to pay any Merger Consideration in respect of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that cease to constitute Dissenting Shares hereunder. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration (other than the SpinCo Consideration) contemplated to be issued in exchange for shares of Company Common Stock and Company Preferred Stock pursuant to this Agreement out of the Exchange Fund. Except as contemplated by this Section 3.3(a3.4(a), the Exchange Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of shares of Company Common Stock and Company Preferred Stock for the Merger Consideration. Any income or interest or other income resulting from investment of the Exchange Fund shall become part of will be payable to Parent or the Exchange FundSurviving Corporation, as Parent directs.
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