Paying Agent Payments. Promptly upon receipt of written confirmation of the effectiveness of the Merger from the Secretary of State of the State of Delaware, Acquirer will instruct the Paying Agent to pay to each Converting Holder by check or wire transfer of same day funds the aggregate amount of cash payable to such Converting Holder pursuant to Sections 1.3(a)(ii) (after application of 1.3(a)(i)) and 1.3(a)(v), as applicable, other than in respect of Dissenting Shares to holders thereof, as promptly as practicable and no later than three (3) Business Days following the submission of a Certificate or Company Warrant (or, in the case of any lost, stolen or destroyed Certificate or Company Warrant, compliance with Section 1.4(d)), as applicable, to the Paying Agent and a duly executed Letter of Transmittal by such Converting Holder.
Paying Agent Payments. (i) After the Effective Time, each holder of vested Units other than Excluded Units who delivers a completed and duly executed letter of transmittal, substantially in the form attached hereto as Annex G with respect to all Units held by such holder (a “Letter of Transmittal”), shall be entitled to receive, in exchange for vested Units, from the Paying Agent, such portion of the Closing Consideration pursuant to Section 2.4(c) into which such holder’s vested Units shall have been converted as a result of the Merger, and the Acquiror and the Holder Representative shall cause the Paying Agent to make such payments pursuant to the terms of the Paying Agent Agreement. All Closing Consideration paid upon the delivery of a Letter of Transmittal in accordance with the terms hereof in accordance with the wire instructions set out in the Letter of Transmittal shall be deemed to have been paid in full satisfaction of all rights pertaining to Units to which such Letter of Transmittal relates.
Paying Agent Payments. (i) The Trustee shall initially serve as Paying Agent with respect to the Notes, with the Place of Payment initially being the Corporate Trust Office of the Trustee; (ii) payment of principal of and any premium and interest on Notes represented by any Global Security (as defined below) will be made to the Depositary (as specified below) or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Notes represented thereby for all purposes under the Indenture; (iii) unless otherwise specified in the applicable Authentication Certificate and except as provided in Section 307 of the Original Indenture, payments of interest with respect to any Note payable in United States dollars (other than interest payable at the Stated Maturity Date or any earlier Redemption Date or Repayment Date) will be made by check mailed to the Holder at the address of such Holder appearing on the Security Register for the Notes at the applicable Regular Record Date, and (iv) except as provided in Section 307 of the Original Indenture, interest payable on any Interest Payment Date (other than interest payable at the Stated Maturity Date or any earlier Redemption Date or Repayment Date) with respect to a Note will be paid to the Person in whose name that Note is registered on the Security Register at the applicable Regular Record Date for the payment of such interest, provided that interest payable on any Interest Payment Date that is also the Stated Maturity Date or any earlier Redemption Date or Repayment Date will be made to the Person to whom principal is payable. A Holder of Notes shall be entitled to payment by wire transfer of immediately available funds if appropriate payment instructions have been received in writing by the Trustee at its Corporate Trust Office on or prior to the Regular Record Date for an Interest Payment Date or at least 16 days prior to the Stated Maturity Date or any earlier Redemption Date or Repayment Date. In the event that payment is so made in accordance with instructions of the Holder, such wire transfer shall be deemed to constitute full and complete payment of such interest, principal and any premium on the Notes. Payment of the principal of and any premium due with respect to any Note at the Stated Maturity Date or any earlier Redemption Date or Repayment Date, together with any interest payable at such date, will be made in immediately available funds against presentation and surrender of such Note at the Corporate...
Paying Agent Payments. Prior to the Effective Time, Purchaser shall transfer to the Paying Agent cash in an amount equal to the Closing Aggregate Non-Escrow Consideration by wire transfer of immediately available funds to the account designated for such purpose by the Paying Agent.
Paying Agent Payments
