Common use of Payment of Cash Consideration Clause in Contracts

Payment of Cash Consideration. Immediately prior to the Effective Time, Fxxxxx shall deposit with the Exchange Agent, in trust for the benefit of the holders of Columbia Shares, an amount in cash equal to the Cash Consideration to be paid to holders of Columbia Shares to be converted into the right to receive the Cash Consideration as determined in Section 2.2(b). As soon as practicable following the Effective Time, the Exchange Agent shall distribute to holders of Columbia Shares converted into the right to receive the Cash Consideration and determined in accordance with Section 2.2(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 Columbia Shares for cancellation, a bank check for an amount equal to the Cash Consideration multiplied by the number of Columbia Shares 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 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 Columbia Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fulton Financial Corp)

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Payment of Cash Consideration. Immediately prior to the Effective Time, Fxxxxx Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Columbia Company Shares, an amount in cash equal to the Cash Consideration to be paid to holders of Columbia Company Shares to be converted into the right to receive the Cash Consideration as determined in Section 2.2(b)3.3. As soon as practicable following on the day of the Closing (but after the Effective Time), the Exchange Agent shall distribute to holders of Columbia Company Shares converted into the right to receive the Cash Consideration and determined in accordance with Section 2.2(b)3.3, 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 Columbia Company Shares for cancellation, a bank check for an amount equal to the Cash Consideration multiplied by times the number of Columbia Company Shares to 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 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 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 Columbia Company Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (D&e Communications Inc)

Payment of Cash Consideration. Immediately prior to the Effective ----------------------------- Time, Fxxxxx Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Columbia Company Shares, an amount in cash equal to the Cash Consideration to be paid to holders of Columbia Company Shares to be converted into the right to receive the Cash Consideration as determined in Section 2.2(b)3.3. As soon as practicable following on the day of the Closing (but after the Effective Time), the Exchange Agent shall distribute to holders of Columbia Company Shares converted into the right to receive the Cash Consideration and determined in accordance with Section 2.2(b)3.3, 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 Columbia Company Shares for cancellation, a bank check for an amount equal to the Cash Consideration multiplied by times the number of Columbia Company Shares to 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 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 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 Columbia Company Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Conestoga Enterprises Inc)

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Payment of Cash Consideration. Immediately prior to the Effective Time, Fxxxxx ----------------------------- Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Columbia Company Shares, an amount in cash equal to the Cash Consideration to be paid to holders of Columbia Company Shares to be converted into the right to receive the Cash Consideration as determined in Section 2.2(b)3.3. As soon as practicable following on the day of the Closing (but after the Effective Time), the Exchange Agent shall distribute to holders of Columbia Company Shares converted into the right to receive the Cash Consideration and determined in accordance with Section 2.2(b)3.3, 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 Columbia Company Shares for cancellation, a bank check for an amount equal to the Cash Consideration multiplied by times the number of Columbia Company Shares to 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 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 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 Columbia Company Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Conestoga Enterprises Inc)

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