Payment and Exchange of Certificates. (a) At the Closing Date, Parent or Acquiror will provide to, and will deposit until the Effective Time, in escrow with, and thereafter in trust with, the Paying Agent the aggregate consideration to which shareholders of the Company become entitled under this Article III, less the amount of the Deposit previously delivered to the Paying Agent. Until used for that purpose, the funds will be invested by the Paying Agent, as directed by Acquiror or the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts or certificates of deposit with one or more commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500 million (based on the most recent financial statements of the banks which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise).
Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than three (3) Business Days prior to the mailing of the Proxy Statement to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as Paying Agent in connection with the Merger (the “Paying Agent”). Promptly after the Effective Time, Parent will, or cause the Surviving Corporation to, deposit in trust with, the Paying Agent, the aggregate consideration to which stockholders, holders of Options, holders of stock appreciation rights of the Company or holders of Restricted Stock Units become entitled under this Article III. Until used for that purpose, the funds shall be invested by the Paying Agent, as directed by Parent or the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services Inc. or Standard & Poor’s Corporation, or 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 $500 million (based on the most recent financial statements of the banks which are then publicly available at the SEC or otherwise).
Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days prior to the mailing of the Joint Proxy Statement/Prospectus to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent”) for purposes of, among other things, paying the Merger Consideration. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the Merger, in the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu of fractional shares to be paid pursuant to Section 2.1(e) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred to as the “Exchange Fund”).
Payment and Exchange of Certificates. (a) Immediately prior to the Effective Time, Acquiror shall pay to an exchange agent (the “Exchange Agent”) reasonably selected by the Company, by wire transfer of immediately available funds, an amount (the “Funding Amount”) equal to (i) the Merger Consideration (determined before giving effect to the adjustments provided for in Section 3.4), minus (ii) the product of (A) the number of Dissenting Shares and (B) the Cash Per Fully-Diluted Common Share (determined before giving effect to the adjustments provided for in Section 3.4), minus (iii) the Escrow Amount, minus (iv) any amounts subtracted pursuant to Section 3.2(c) below; provided that Acquiror will promptly thereafter pay to the Exchange Agent any amounts by which the Funding Amount increases due to any Dissenting Shares becoming Common Shares in accordance with Section 3.10 (which amounts shall not, for the avoidance of doubt, be payable from the Special Indemnification Escrow Funds). In the event that any holder of Dissenting Shares is entitled, pursuant to a final order and judgment in any appraisal action regarding Dissenting Shares under the DGCL that is no longer subject to further appeal or review whether by affirmance or expiration of any possible appeal or review, writ of certiorari, by leave, lapse of time or otherwise, to receive consideration that is greater in amount than the Cash Per Fully-Diluted Common Share for any such Dissenting Shares that such holder would have been entitled to receive pursuant to this Agreement, then (i) an amount equal to the Cash Per Fully-Diluted Common Share for any such Dissenting Shares shall be payable to such holder by Acquiror (which amount shall not, for the avoidance of doubt, be payable from the Special Indemnification Escrow Funds) and (ii) the excess of such consideration over the amount equal to the Cash Per Fully-Diluted Common Share for any such Dissenting Shares shall be payable from the Special Indemnification Escrow Funds.
Payment and Exchange of Certificates. (a) At least five (5) Business Days prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent”) for purposes of, among other things, paying the Merger Consideration. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Certificates, Book-Entry Shares, Company Preferred Shares, Options and Restricted Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form, representing the shares of Parent Common Stock to be issued in the Merger, in the respective amounts sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares, Company Preferred Shares, Options and Restricted Stock Awards become entitled pursuant to Article I and such cash in lieu of fractional shares to be paid pursuant to Section 2.1(e) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration and any proceeds thereof being hereinafter referred to as the “Exchange Fund”).
Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days prior to the mailing of the Proxy Statement/Prospectus to the stockholders of the Company, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent”) for purposes of, among other things, paying the Merger Consideration. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Certificates, Book-Entry Shares and Deferred Stock Awards, cash and certificates, or at Parent’s option, shares in book entry form representing the shares of Parent Common Stock to be exchanged in the Merger, in an amount sufficient to pay the aggregate Merger Consideration to which all holders of Company Shares and Deferred Stock Awards become entitled pursuant to Article I and such cash in lieu of fractional shares to be paid pursuant to Section 2.1(d) (the “Aggregate Merger Consideration”) (the Aggregate Merger Consideration, and any proceeds thereof being hereinafter referred to as the “Exchange Fund”).
Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than three Business Days prior to the mailing of the Proxy Statement/Prospectus to the stockholders of the Company, Parent or Acquisition Sub shall designate a bank or trust company reasonably acceptable to the Company to act as Paying Agent in connection with the Mergers (the “Paying Agent”). At or prior to the Effective Time, Parent will cause to be deposited in trust with the Paying Agent the aggregate consideration to which stockholders of the Company are contemplated to become entitled under this Article III. Until used for that purpose, the portion of such aggregate consideration consisting of cash shall be invested by the Paying Agent, as directed by Parent or the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, or in commercial paper obligations rated A-1 or P-1 or better by Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation; provided that no such investment or losses thereon shall affect the Per Share Merger Consideration payable to former stockholders of New Diamond, and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of the former stockholders of New Diamond in the amount of any shortfall in funds payable to the former stockholders of New Diamond pursuant to this Article III.
Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than five (5) Business Days prior to the Closing Date, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for purposes of, among other things, paying the Merger Consideration and the Preferred Stock Consideration. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, for the benefit of the holders of Certificates and Book-Entry Shares, cash in an amount sufficient to pay the aggregate Merger Consideration to which all holders of Company Common Shares become entitled pursuant to Section 1.6(b) and to pay the aggregate Preferred Stock Consideration to which all holders of shares of Company Preferred Stock become entitled pursuant to Section 1.6(e) (the “Aggregate Merger Consideration”). The Aggregate Merger Consideration and any proceeds thereof are hereinafter referred to as the “Payment Fund.”
Payment and Exchange of Certificates. (a) Prior to the mailing of the proxy statement/prospectus to be included in the registration statement on Form S-4 to be filed by Parent with the SEC (as defined in Section 3.4(a)) to register the shares of Parent Common Stock and CVRs to be issued in connection with the Merger (such proxy statement/prospectus, together with any amendments or supplements thereto, the “Proxy Statement/Prospectus”, and such registration statement, together with any amendments, supplements and exhibits thereto, the “Registration Statement”), Parent shall appoint a commercial bank or trust company reasonably acceptable to the Company to act as paying agent hereunder (the “Paying Agent”) for the purpose of payment of the aggregate Merger Consideration to be paid and delivered to Securityholders (as defined in Section 2.2(b)) under this ARTICLE II. Parent will enter into a paying agent agreement in form and substance reasonably acceptable to the Company at least two Business Days prior to the mailing of the Proxy Statement/Prospectus to the stockholders of the Company. As used herein, “
Payment and Exchange of Certificates. (a) Prior to the Effective Time, Parent shall appoint a commercial bank or trust company reasonably acceptable to the Company to act as paying agent hereunder (the “Paying Agent“) for the payment of the aggregate consideration to be paid to the holders of Common Stock under this Article II. Parent and Paying Agent will enter into a paying agent agreement in form and substance reasonably acceptable to the Company prior to the Effective Time.
