Common use of Payment of Cash Consideration Clause in Contracts

Payment of Cash Consideration. Immediately following the Effective Time, Purchaser shall deposit in trust with the Exchange Agent an amount in cash up to an amount equal to the Purchaser Share Price multiplied by the number of Company Shares to be converted into the right to receive the Cash Consideration as determined in Section 1.5. As soon as practicable after the Effective Time, the Exchange Agent shall distribute to holders of Company Shares converted into the right to receive the Cash Consideration pursuant to Section 1.3(a), upon surrender to the Exchange Agent (to the extent not previously surrendered with a Form of Election) of one or more certificates for such Company Shares for cancellation, a bank check for an amount equal to the Purchaser Share Price times the number of Company Shares so converted. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates for the Company Shares surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Company Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Consideration. Immediately following prior to the Effective Time, Purchaser Xxxxxx shall deposit in trust with the Exchange Agent Agent, in trust for the benefit of the holders of Columbia Shares, an amount in cash up to an amount equal to the Purchaser Share Price multiplied by the number Cash Consideration to be paid to holders of Company Columbia Shares to be converted into the right to receive the Cash Consideration as determined in Section 1.52.2(b). As soon as practicable after following the Effective Time, the Exchange Agent shall distribute to holders of Company Columbia Shares converted into the right to receive the Cash Consideration pursuant to and determined in accordance with Section 1.3(a2.2(b), upon proper surrender to the Exchange Agent (to the extent not previously surrendered with a Form of Election) of one or more certificates for such Company Columbia Shares for cancellation, a bank check for an amount equal to the Purchaser Share Price times Cash Consideration multiplied by the number of Company Columbia Shares so to converted. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates for the Company Shares surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Company Columbia Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Consideration. Immediately following prior to the Effective ----------------------------- Time, Purchaser Fulton shall deposit witx xxx Exchange Agent, in trust with for the Exchange Agent benefit of the holders of Somerset shares, an amount in cash up to an amount equal to the Purchaser Share Price multiplied by the number Cash Consideration to be paid to holders of Company Somerset Shares to be converted into the right to receive the Cash Consideration as determined in Section 1.52.2(b). As soon as practicable on the day of the Closing (but after the Effective Time), the Exchange Agent shall distribute to holders of Company Somerset Shares converted into the right to receive the Cash Consideration pursuant to and determined in accordance with Section 1.3(a2.2(b), upon proper surrender to the Exchange Agent (to the extent not previously surrendered with a Form of Election) of one or more certificates Certificates for such Company Somerset Shares for cancellation, a bank check for an amount equal to the Purchaser Share Price Cash Consideration times the number of Company Somerset Shares so to converted. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates for the Company Shares surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Company Shares Somerset for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Consideration. Immediately following prior to the Effective Time, Purchaser C&N shall deposit in trust with the Exchange Agent Agent, in trust for the benefit of the holders of Covenant Shares, an amount in cash up to an amount equal to (i) the Purchaser Share Price multiplied by the number Cash Consideration to be paid to holders of Company Covenant Shares to be converted into the right to receive the Cash Consideration as determined in Section 1.52.2(b); and (ii) the cash in lieu of fractional shares to be paid in accordance with Section 2.1(c). As soon as practicable after following the Effective Time, the Exchange Agent shall distribute each holder of Covenant Shares that are to holders of Company Shares be converted into the right to receive the Cash Consideration pursuant to Section 1.3(a)Consideration, upon proper surrender to the Exchange Agent of one or more certificates for such Covenant Shares for cancellation (to the extent not previously surrendered with a Form of Election), shall be entitled to receive (and the Exchange Agent shall deliver) of one or more certificates for such Company Shares for cancellation, a bank check for an amount equal to the Purchaser Share Price times Cash Consideration multiplied by the number of Company Covenant Shares so converted(including fractional shares) to be converted into the Cash Consideration. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates for the Company Shares surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Company Covenant Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Consideration. Immediately following At the Effective TimeClosing, Purchaser White shall deposit in trust with into the Exchange Agent Trust, for the benefit of Green shareholders, an amount in cash up to an amount equal to the Purchaser Per Share Price Cash Consideration multiplied by the number of Company Shares shares of Green Common Stock, if any, to be converted into the right to receive the Per Share Cash Consideration as determined in Section 1.52.3. As soon as practicable after the Effective Time, the Exchange Agent shall distribute to holders of Company Shares shares of Green Common Stock converted into the right to receive the Per Share Cash Consideration pursuant to Section 1.3(a2.1(a), upon surrender to the Exchange Agent (to the extent not previously surrendered with a Form of Election) of one or more certificates for such Company Shares Certificates for cancellation, a bank check for an amount equal to the Purchaser Share Price $92.50 times the number of Company Shares shares of Green Common Stock so converted. In no event shall the holder of any such surrendered certificates Certificates be entitled to receive interest on any of the Cash Consideration cash to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates for the Company Shares Certificates surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates Certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Company Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.