Paying Agent; Paying Fund Sample Clauses

Paying Agent; Paying Fund. At or prior to the Effective Time, Parent shall designate Wilmington Trust, National Association (the “Paying Agent”) to act as agent for the holders of shares of Common Stock and Preferred Stock to receive the funds to which such holders shall become entitled pursuant to Section 3.1(b) and shall enter into a paying agent agreement reasonably acceptable to the Company relating to the Paying Agent’s responsibilities ​ under this Agreement. At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, in trust for the benefit of the holders of Common Stock and Preferred Stock cash sufficient to make payment of the cash consideration to which holders of such shares shall become entitled pursuant to Section 3.1(b) (excluding payments with respect to Canceled Shares, Converted Shares and Dissenting Shares) (such aggregate cash, the “Payment Fund”). The Payment Fund shall not be used for any other purpose, subject to Section 3.3(f).
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Paying Agent; Paying Fund. At or prior to the Offer Acceptance Time, Parent shall designate a bank or trust company of national recognition and reasonably acceptable to the Company (the “Paying Agent”) to act as agent for the holders of shares of Common Stock to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.1(a), to act as paying agent for the holders of Common Stock to receive the funds to which such holders shall become entitled pursuant to Section 3.7(b) and shall enter into a paying agent agreement reasonably acceptable to the Company relating to the Paying Agent’s responsibilities under this Agreement. At or prior to the Offer Acceptance Time, Parent shall (i) deposit, or cause to be deposited, with the Paying Agent, in trust for the benefit of the holders of Common Stock, as Certificates and as Book-Entry Shares, cash sufficient to make payment of the cash consideration payable pursuant to Sections 2.1(b), 2.1(c) and 2.1(d) (such cash, the “Payment Fund”) and (ii) make available to the Company (to the extent such amounts are payable), for the benefit of the holders of Series A Preferred Stock and Warrants, cash sufficient to make payment of the amounts payable with respect to the Series A Redemption, the Series A Liquidation and the aggregate amount of any Alternative Issuance . The Payment Fund shall not be used for any other purpose, subject to Section 3.9(h).
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Related to Paying Agent; Paying Fund

  • Paying Agent 6 Person..........................................................6

  • The Paying Agent The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as transfer agent, registrar, dividend disbursing agent and redemption agent for the Company in connection with any shares of AMPS (in such capacity, the "Paying Agent"). The Paying Agent hereby accepts such appointment and agrees to act in accordance with its standard procedures and the provisions of the Articles Supplementary which are specified herein with respect to the shares of AMPS and as set forth in this Section 3.

  • Note Paying Agents (a) The Indenture Trustee may appoint one or more Note Paying Agents that meet the eligibility standards for the Indenture Trustee specified in Section 6.11(a). The Note Paying Agents will have the power to make distributions from the Trust Accounts.

  • Certificate Paying Agent (a) The Certificate Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account on behalf of the Trust in accordance with the provisions of the Certificates and Section 5.01 hereof from payments remitted to the Certificate Paying Agent by the Indenture Trustee pursuant to Section 3.05

  • Payments from Paying Agent Account The Escrow Agent hereby irrevocably instructs the Paying Agent, and the Paying Agent agrees to act, as follows:

  • Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust (a) The Company may appoint one or more Registrars and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in this Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the Agent. The Company may act as Registrar or (except for purposes of Article 8)

  • Companion Paying Agent (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.

  • Paying Agents (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:

  • Payment Account Paying Agents 15 SECTION 3.1. Payment Account.....................................................................15 SECTION 3.2. Appointment of Paying Agents........................................................15

  • Note Registrar and Paying Agent The Issuer will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Note Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Note Registrar will keep a register of the Notes and of their transfer and exchange (the “Note Register”). The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Note Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Note Registrar without notice to any Holder. The Issuer will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Note Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Note Registrar. The Issuer initially appoints the DTC to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Note Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. The Issuer will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or its Subsidiary) will have no further liability for the money. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will serve as Paying Agent for the Notes.

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