Paying Agent; Payment Fund. Prior to the Effective Time, Parent shall appoint a paying agent reasonably satisfactory to the Company (the “Paying Agent”) to act as the agent for the purpose of paying the Merger Consideration for: (i) the Certificates; and (ii) the Book-Entry Shares. At or promptly following the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Paying Agent, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (other than: (A) shares to be cancelled and retired in accordance with Section 2.01(a); and (B) Dissenting Shares) (the “Payment Fund”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement. The Payment Fund shall not be used for any purpose other than as expressly provided in this Agreement. 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 for the Merger Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, whose Company Common Stock was converted pursuant to Section 2.01(b) into the right to receive the Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent, and which letter of transmittal will be in customary form reasonably acceptable to the Company and Parent prior to the Effective Time and have such other provisions as the Company, Parent and the Paying Agent may reasonably agree) for use in such exchange.
Paying Agent; Payment Fund. Prior to the Effective Time, Parent shall appoint paying agent(s) as necessary (collectively, the “Paying Agent”) to act as the agent(s) for the purpose of (i) exchanging the Merger Consideration for the cancellation of the shares of Company Stock as set forth in Section 2.01 and (ii) in respect of Depositary Shares over which Company CDIs were on issue immediately prior to the Effective Time, exchanging the Merger Consideration for the cancellation of such Depositary Shares and paying such consideration to the holders of such CDIs as directed by the Depositary in the manner set forth in Section 2.02(b)(ii), and enter into agreement(s) with the Paying Agent on terms and conditions that are satisfactory to the Company in its reasonable discretion relating to the services to be performed by the Paying Agent. At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, for the benefit of the holders of shares of Company Stock (other than the Excluded Shares and Dissenting Shares, but including Depositary Shares), cash in Australian dollars with the Paying Agent in an amount sufficient to pay the aggregate amount of the Merger Consideration payable pursuant to Section 2.01(a). The aggregate Merger Consideration deposited with the Paying Agent shall, pending its disbursement to or as directed by such holders, be invested by the Paying Agent as directed by Xxxxxx. Any interest and other income from such investments shall become part of the funds held by the Paying Agent for purposes of paying the aggregate Merger Consideration, and any amounts in excess of the aggregate amount of the Merger Consideration payable pursuant to Section 2.01(a) shall be returned to the Surviving Corporation in accordance with Section 2.02(e). Nothing contained herein and no investment losses resulting from investment of the Merger Consideration deposited with the Paying Agent shall diminish the rights of any holder of Company Stock or Company CDIs to receive the Merger Consideration as provided herein, and in the event the funds on deposit with the Paying Agent are insufficient to pay the aggregate Merger Consideration, Parent shall deposit, or cause to be deposited, with the Paying Agent such additional funds to ensure that the Paying Agent has funds sufficient to pay the aggregate Merger Consideration. If the Closing occurs, Parent shall cause the Surviving Corporation to pay all expenses and charges arising out of the arrangement with the Paying Agent.
Paying Agent; Payment Fund. Prior to the Effective Time, the Company will designate a bank or trust company (which bank or trust company will be reasonably acceptable to the Parent) to act as agent (the “Paying Agent”) to receive the funds to which stockholders of the Company will become entitled pursuant to Section 2.1(a), and the Parent will enter into a paying agent agreement with the Paying Agent, in form and substance reasonably acceptable to the Company and the Parent, for the payment of the Merger Consideration. At the Effective Time, the Parent shall deposit, or cause to be deposited, with the Paying Agent for the benefit of the stockholders of the Company an amount of cash equal to the product of (i) the number of shares of Common Stock outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares) and (ii) the Merger Consideration (the “Payment Fund”). The Payment Fund shall not be used for any purpose except as set forth herein. The Payment Fund will be invested by the Paying Agent as directed by the Parent; provided, however, that such investments must be (x) in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, (y) in commercial paper obligations rated A-1 or P-1 or better by either Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or (z) in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $1.0 billion (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). No such investment or losses thereon will affect the Merger Consideration payable under this Agreement, and the Parent will promptly provide, or will cause the Surviving Corporation promptly to provide, additional funds to the Paying Agent for the benefit of the former stockholders of the Company in the amount of any such losses.
Paying Agent; Payment Fund. (i) Prior to the Effective Time, Parent will designate the Company’s transfer agent, Equiniti, to act as paying agent hereunder (the “Paying Agent”) for the purpose of exchanging shares of Company Class A Common Stock for the Merger Consideration and will enter into an agreement reasonably satisfactory to the Company with the Paying Agent relating to the services to be performed by the Paying Agent. At or prior to the Effective Time, Parent shall irrevocably deposit, or cause to be deposited, with the Paying Agent, the aggregate Merger Consideration with respect to all shares of Company Class A Common Stock outstanding immediately prior to the Effective Time (other than Excluded Shares) (the “Payment Fund”).
Paying Agent; Payment Fund. Prior to the Effective Time, Parent shall designate a bank or trust company (the “Paying Agent”), reasonably acceptable to the Company, to make the payments of the Merger Consideration to which holders of shares of Company Common Stock shall become entitled pursuant to Section 2.1(c). On or prior to the Closing Date, Parent shall deposit the aggregate amount of such Merger Consideration with the Paying Agent in trust for the benefit of holders of shares of Company Common Stock for exchange in accordance with Section 2.1 for timely payment hereunder (the “Payment Fund”). The Payment Fund shall be invested by the Paying Agent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest, (iii) commercial paper obligations receiving the highest rating from either Mxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of The MxXxxx-Xxxx Companies, or (iv) money market funds investing solely in a combination of the foregoing, or a combination thereof, as directed by and for the benefit of Parent; provided, however, that no gain or loss thereon shall affect the amounts payable hereunder. Any net profit resulting from, or interest or income produced by, such investments will be payable to Parent or its designee, as Parent directs. Any portion of the Payment Fund made available to the Paying Agent in respect of any Dissenting Shares shall be returned to Parent, upon demand.
Paying Agent; Payment Fund. Prior to the Effective Time, Parent will designate a national bank or trust company that is reasonably satisfactory to the Company to act as paying agent hereunder (the “Paying Agent”) for the purpose of exchanging shares of Company Common Stock for the Merger Consideration and will enter into an agreement reasonably satisfactory to the Company with the Paying Agent relating to the services to be performed by the Paying Agent. At or prior to the Effective Time, Parent shall irrevocably deposit, or cause to be deposited, with the Paying Agent, the aggregate Merger Consideration with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(b)(iii)) (the “Payment Fund”).
Paying Agent; Payment Fund. (a) Prior to the Closing Date, the Buyer shall designate a bank or trust company, reasonably satisfactory to the Sellers, to act as agent (the “Paying Agent”) pursuant to a form of paying agent agreement reasonably satisfactory to the Sellers to be entered into between the Paying Agent and the Buyer, for payment of the portion of the Purchase Price then due to the Sellers and the Warrant Holders pursuant to Sections 2.7 and 2.9(g) and such other amounts that may be payable to the Sellers and Warrant Holders pursuant to the terms of this Agreement and the Escrow Agreement. Such funds provided to the Paying Agent are referred to herein as the “Payment Fund.” All fees and expenses due to the Paying Agent in connection with the services provided pursuant to this Agreement and the transactions contemplated thereby shall be borne 50% by the Buyer and 50% by the Sellers.
Paying Agent; Payment Fund. Prior to the Effective Time, Parent shall designate a bank or trust company who shall be reasonably satisfactory to the Company to act as paying agent in the Merger (the "Paying Agent"), and on or prior to the Closing Date, Parent shall deposit or cause to be deposited with the Paying Agent for the benefit of the holders of the Company Common Stock (other than the Company and holders of Dissenting Shares) cash in an amount necessary for the payment of the Merger Consideration as provided in Section 2.1 upon surrender of certificates
Paying Agent; Payment Fund. (a) No more than five Business Days, and no fewer than three Business Days, prior to the Effective Time, the Company shall prepare and deliver to Parent (with a copy to the Securityholders’ Representative) a schedule (the “Disbursement Schedule”) in the form attached as Exhibit F, which schedule shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Effective Time: (i) the names of all the Company Stockholders and Bonus Plan Participants, and their respective addresses and email addresses as and to the extent reflected in the records of the Company; (ii) the number, class and series of shares of Company Capital Stock (with Certificate numbers) held by such Persons; (iii) the amount of cash payable to each Company Stockholder and Bonus Plan Participant, pursuant to Section 3.4(a) and Section 3.5(d) (other than amounts payable pursuant to Sections 3.6(e) and 13.3, as applicable); (iv) the calculation of each Indemnifying Person’s Pro Rata Share; (v) the amount of Estimated Transaction Expenses payable to each payee thereof; (vi) the amount of Estimated Benefits Liabilities payable to each payee thereof; (vii) the amount of Closing Date Indebtedness payable to each payee thereof (viii) a schedule of the payees and accounts to which each of the foregoing payments will be made and (ix) a separate column that indicates whether each Company Stockholder and Bonus Plan Participant will be paid by the Paying Agent or through Company payroll.
Paying Agent; Payment Fund. Prior to the Effective Time, Parent shall designate a bank or trust company which shall be reasonably satisfactory to the Company to act as paying agent in the Merger (the "PAYING AGENT"), and on or prior to the Closing Date, Parent shall deposit or cause to be deposited with the Paying Agent for the benefit of the holders of the Company Common Stock (other than the Company and holders of Dissenting Shares) cash in an amount necessary for the payment of the Merger Consideration as provided in Section 3.1 upon surrender of certificates representing shares of Company Common Stock as part of the Merger. Funds deposited with the Paying Agent shall be invested by the Paying Agent as directed by Parent or, after the Effective Time, the Surviving Corporation, provided that such investments shall only be in obligations of or guaranteed by the United States of America, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $100 million or in money market funds which are invested solely in such permitted investments. Any interest earned on such funds shall be for the benefit of the Surviving Corporation and the Parent may cause the Paying Agent to remit any interest earned from time to time to the Surviving Corporation. The Paying Agent shall, pursuant to irrevocable instructions from Parent and the Surviving Corporation, use the funds deposited with the Paying Agent to pay the holders of the Company Common Stock in accordance with this Article III, and such funds shall not be used for any other purpose.
