Exchange Agent definition

Exchange Agent has the meaning set forth in Section 3.02(a).

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Exchange Agent has the meaning set forth in Section 2.2(a).

Exchange Agent shall have the meaning set forth in Section 1.8(a).

Examples of Exchange Agent in a sentence

For the purpose of funding any withholding Tax, if any, the Exchange Agent, Newco, the Company or 102 Trustee shall be entitled to sell recipient’s shares of Newco Common Stock on reasonable commercial terms to the extent necessary to satisfy the full amount due with regards to such Israeli Taxes.
Newco shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Company Merger Consideration and the Pubco Merger Consideration and any amounts payable in respect of dividends or other distributions on shares of Newco Common Stock in accordance with Section 2.2(f), out of the Exchange Fund in accordance with this Agreement.
Any such recipient of Newco Common Stock hereby waives, releases and absolutely and forever discharges Newco, the Israeli sub-paying agent, the Exchange Agent or anyone acting on their behalf from and against any and all claims for any losses in connection with the sale of any portion of the shares of Newco Common Stock otherwise deliverable to such recipient in compliance with the withholding requirements under this Section 2.4.
The cash portion of the Exchange Fund (which shall only be in respect of dividends or other distributions under Section 2.2(f)), if any, shall be invested by the Exchange Agent as reasonably directed by Newco; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by M▇▇▇▇’▇ Investors Service, Inc.
Notwithstanding the foregoing, none of Newco, Merger Sub 1, Merger Sub 2, the Company, Pubco, the Surviving Company 1, the Surviving Company 2, or the Exchange Agent shall be liable to any holder of a Certificate or Book-Entry Share for any Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

More Definitions of Exchange Agent

Exchange Agent shall have the meaning specified in Section 4.02.

Exchange Agent. Section 2.2(a)

Exchange Agent shall have the meaning as set forth in Section 3.2(a) of the Agreement.

Exchange Agent means Continental Stock Transfer & Trust Company, or such other exchange agent as may be designated by ▇▇▇▇▇ and reasonably acceptable to Company to act as agent for purposes of conducting the exchange procedures described in Section 2.07 (which shall be Buyer’s transfer agent).

Exchange Agent has the meaning set forth in Section 7.4.

Exchange Agent shall have the meaning set forth in Section 3.5.

Exchange Agent means U.S. Stock Transfer Corporation.