Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows:
Payment for Shares in the Merger. (a) At the Effective Time, Parent shall deposit or cause to be deposited with First Chicago Trust Company of New York or another bank or trust company located in the United States with assets in excess of $500,000,000 selected by Parent after consultation with the Company (the "Paying Agent"), for the benefit of holders of Shares the Aggregate Merger Consideration plus cash in an amount sufficient to make cash payments in lieu of fractional shares pursuant to Section 3.5 and any applicable dividends or distributions pursuant to Section 3.4. The cash amounts referred to in the immediately preceding sentence shall consist of immediately available funds (such funds hereinafter referred to as the "Exchange Fund"). The Paying Agent shall, pursuant to irrevocable instructions, (x) deliver to each holder of Shares, in accordance with this Section 3.3, the cash portion of such holder's Merger Consideration out of the Exchange Fund, and the Exchange Fund, other than any interest thereon (which shall be retained by Parent), shall not be used for any other purpose, and (y) deliver the Parent Common Stock portion of such holder's Merger Consideration (if any) out of the shares of Parent Common Stock deposited with the Paying Agent by Parent for the benefit of holders of Shares. The Exchange Fund shall be invested by the Paying Agent, as directed by Parent, provided that such investments shall be limited to (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 the payment of principal and interest, (iii) commercial paper rated of the highest quality by Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Group, a division of XxXxxx- Xxxx Inc. ("S&P"), and (iv) certificates of deposit issued by a commercial bank whose long-term debt obligations are rated at least A2 by Moody's or at least A by S&P, in each case having a maturity not in excess of one year; provided, that nothing herein shall affect the obligation of Parent to pay the full cash portion of the Merger Consideration and any other cash amounts due to a holder hereunder.
Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At or prior to the Effective Time, Falcon shall deposit with or for the account of a bank or trust company having net capital of not less than $100,000,000 and designated by Falcon (the "Payment Agent"), for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 3.1 (the "Payment Fund"). The Payment Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Payment Fund. (b) As soon as practicable after the Effective Time, but in any event no later than five (5) business days thereafter, the Payment Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 3.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Payment Agent and shall be in such form and have such other customary provisions as Falcon shall specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Payment Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration without any interest thereon, less any applicable withholding of taxes, and the Certificate so surrendered shall forthwith be canceled. The Merger Consideration with respect to the Shares represented thereby may be paid to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other nonincome taxes required by reason of the payment of the Merger Consideration to a person other 6
Payment for Shares in the Merger. The manner of making payment for and conversion of shares of the Company Common Stock in the Merger shall be as follows:
Payment for Shares in the Merger. (a) Prior to the mailing of the Prospectus/Proxy Statement, Parent shall appoint an agent (the “Paying Agent”) reasonably acceptable to the Company for the purpose of exchanging Certificates for the Merger Consideration. Prior to or at the Effective Time, Parent or Purchaser shall deposit with the Paying Agent, in trust for the benefit of the Company’s stockholders, cash in immediately available funds and Parent Common Stock in an amount sufficient to make payment of the aggregate Merger Consideration pursuant to Section 3.01 in exchange for all of the outstanding shares of Company Common Stock (such cash and Parent Common Stock being hereinafter referred to as the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to the holders of the Certificates. Earnings from such investment shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of Certificates. For purposes of determining the amount of the Payment Fund to be made available, Parent shall assume that no holder of shares of Company Common Stock will demand appraisal rights with respect to such shares.
Payment for Shares in the Merger. (a) In accordance with Section 4.3, promptly after the Effective Time, The First National Bank of Boston, transfer agent for the Cognex Common Shares (the "Transfer Agent"), shall cancel all certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), and the holder of such Certificates shall forthwith receive the Share Consideration for the Shares represented by such Certificates. Notwithstanding the foregoing, pursuant to the provisions of Section 4.6, a portion of the aggregate Share Consideration which each of the Isys Shareholders would be otherwise entitled to receive shall be held in escrow.
Payment for Shares in the Merger. (a) As of the Effective Time, Acquiror shall enter into an agreement with a bank or trust company selected by Acquiror and reasonably acceptable to the Company as exchange agent for the Company Shares in accordance with this Article II (the "Exchange Agent"), which shall provide that Acquiror shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of those persons who immediately prior to the Effective Time were the holders of Company Shares, a sufficient number of certificates representing shares of Acquiror Common Stock required to effect the delivery of the aggregate Share Consideration required to be issued pursuant to Section 2.1 (the certificates representing Acquiror Common Stock comprising such aggregate Share Consideration, together with any dividends or distributions with respect thereto with a record date after the Effective Time, being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions from Acquiror, deliver the shares of Acquiror Common Stock contemplated to be issued pursuant to Section 2.1 and, unless otherwise directed by the Acquiror in accordance with Section 2.4(b), effect the sales provided for in Section 2.4(a) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose.
Payment for Shares in the Merger. (a) Prior to the Effective Time, Parent and Purchaser shall appoint a commercial bank or trust company reasonably acceptable to the Company to act as exchange and paying agent, registrar and transfer agent (the “Agent”) for the purpose of payment of the Merger Consideration payable pursuant to Section 2.6 above with respect to certificates representing, immediately prior to the Effective Time, Shares surrendered after the Effective Time by the holders thereof. Prior to the Effective Time, Parent or Purchaser shall deposit, or shall otherwise take all steps necessary to cause to be deposited, in trust with the Agent for the benefit of the holders of Shares, cash in an aggregate amount equal to the sum of (i) the product of (A) the number of Shares issued and outstanding immediately prior to the Effective Time and entitled to receive the Merger Consideration in accordance with Section 2.6(a), and (B) the Merger Consideration (such amount is referred to herein as the “Payment Fund”). The Agent shall, pursuant to instructions provided by Parent or Purchaser, make the payments provided for in Section 2.6 of this Agreement out of the Payment Fund. The Payment Fund may be invested by the Agent, as directed by the Purchaser, in (i) obligations of or guaranteed by the United States, (ii) commercial paper rated A-1, P-1 or A-2, P-2, and (iii) certificates of deposit, bank repurchase agreements and bankers acceptances of any bank or trust company organized under federal Laws or the Laws of any state of the United States or the District of Columbia that has capital, surplus or undivided profits of at least $500,000,000 or in money market funds which are invested substantially in such investments. Any net earnings with respect thereto shall be paid to Purchaser or, following the Effective Time, to the Surviving Corporation. The Payment Fund shall not be used for any other purpose except as provided in this Agreement.
Payment for Shares in the Merger. Prior to the Effective Time, Parent shall appoint an agent (the "Paying Agent") reasonably acceptable to the Company for the purpose of exchanging certificates representing Shares of Company Common Stock (the "Certificates") for the Merger Consideration. At or prior to the Effective Time, Parent or Purchaser shall deposit with the Paying Agent, in trust for the benefit of the holders of Shares of Company Common Stock, cash in immediately available funds sufficient to pay the Merger Consideration to be paid in respect of all Shares of Company Common Stock then outstanding (such cash being hereinafter referred to as the "Payment Fund"); provided, however, that no such deposit shall relieve Parent or Purchaser of its obligation to pay the Merger Consideration. The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to the holders of record of Shares of Company Common Stock. Earnings from such investment shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of record of Shares of Company Common Stock. As soon as reasonably practicable after the Effective Time, Parent will cause the Paying Agent to send to each holder of record of Shares of Company Common Stock at the Effective Time (other than holders of Shares of Company Common Stock referred to in Section 3.01(a)(iii)) a letter of transmittal (which shall specify that delivery shall be effective, and risk of loss and title shall pass, only upon proper delivery of the Certificates representing such Shares to the Paying Agent and will be in such form and have such other provisions as Parent reasonably specifies) and instructions for use in effecting the surrender of Certificate(s) for payment of the Merger Consideration for the Shares represented thereby. Each holder of record of Shares of Company Common Stock that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon surrender to the Paying Agent of one or more Certificates, together with a properly completed letter of transmittal, the Merger Consideration in respect of each Share of Company Common Stock represented by such Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time for all purposes only the right to receive su...
Payment for Shares in the Merger. The manner of exchanging -------------------------------- certificates formerly representing shares of Company Common Stock for certificates representing shares of Parent Common Stock in the Merger shall be as follows:
