Delivery of the Merger Consideration. (a) At or prior to the Effective Time, Buyer shall appoint a bank or trust company to act as exchange agent (the “Exchange Agent”) and shall deposit, or cause to be deposited, for the benefit of the holders of Seller Common Stock, for exchange in accordance with this Section 1.3, through the Exchange Agent, the Merger Consideration payable pursuant to Section 1.2, and Buyer shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions represented by such deposited shares (such shares of Buyer Stock and cash provided to the Exchange Agent being hereinafter referred to as the “Exchange Fund”). Buyer shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 1.2(e). The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Buyer for Buyer’s benefit pending payment thereof by the Exchange Agent to the holders of Seller Common Stock pursuant to this Article I; provided that no investment of such deposited funds directed by Buyer shall relieve Buyer or the Exchange Agent from promptly making the payments required by this Article I, and following any losses from any such investment, Buyer shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Seller Common Stock, in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent. Buyer shall direct the Exchange Agent to hold the Exchange Fund for the benefit of the former holders of Seller Common Stock and to make payments from the Exchange Fund in accordance with this Article I. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Article I, except as expressly provided for in this Agreement.
Delivery of the Merger Consideration. Prior to the Effective Time (and, with respect to Parent Stock, from time to time after the Effective Time, as applicable), Parent shall deposit with the Exchange Agent, pursuant to an agreement providing for the matters set forth in this Section 3.1 and such other matters as may be appropriate and the terms of which shall be mutually acceptable to Parent and the Company, an amount in cash and certificates representing shares of Parent Stock sufficient to effect the conversion of each share of Company Common Stock (other than Excluded Shares) into the Merger Consideration pursuant to this Agreement.
Delivery of the Merger Consideration. (a) At Closing, the portion of the Merger Consideration represented by the Escrow Assets will be delivered by Digital Angel for delivery to the Escrow Trustee pursuant to the Escrow Agreement. The balance of the Merger Consideration will be delivered to the Majority Stockholders pursuant to this Section 3.2. Subject to the Escrow Agreement, each Majority Stockholder will be entitled to receive (subject to the obligations for deposit of the Escrow Assets under the Escrow Agreement), upon surrender to DA Acquisition of one or more such certificates for cancellation as set forth below, the number of shares of Digital Angel Series A Preferred Stock set forth opposite each of the Majority Stockholders' names on Schedule I, attached hereto. Certificates which prior to the Closing represented shares of Stock owned by the Majority Stockholders shall, at and after the Effective Time, be deemed to represent only the right to receive, without interest, upon surrender of such certificates, the Merger Consideration as set forth in Section 3.1.
Delivery of the Merger Consideration. (a) Prior to the Effective Time (and, with respect to Parent Common Stock, from time to time after the Effective Time, as applicable), Parent shall deposit with the Exchange Agent, pursuant to an agreement providing for the matters set forth in this Section 3.1 and such other matters as may be appropriate and the terms of which shall be mutually acceptable to Parent and the Company, certificates representing shares of Parent Common Stock (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by book-entry shares will be issued) sufficient to effect the conversion of each share of Company Common Stock (other than Excluded Shares) into the Merger Consideration pursuant to this Agreement.
Delivery of the Merger Consideration. The stockholders of CCS shall receive the Merger Consideration of Closing.
Delivery of the Merger Consideration. At the Closing, ------------------------------------ Fiserv shall issue Merger Shares and shall deliver such shares to a bank, trust company or other Person designated by BHC Parent to act as exchange agent for the Merger (the "Exchange Agent"). --------------
Delivery of the Merger Consideration. Buyer on behalf of the Merger Sub shall have provided irrevocable instructions to the Escrow Agent, which is also acting as the paying agent, to (i) retain the Escrow Fund and (ii) issue and deliver the balance of the Merger Consideration to be Stockholders who have complied with Section 2.5.
Delivery of the Merger Consideration. (a) Prior to the Effective Time (and, with respect to Parent Merger Preferred Stock, from time to time after the Effective Time, as applicable), Parent shall deposit with the Exchange Agent, pursuant to an agreement providing for the matters set forth in this Section 3.1 and such other matters as may be appropriate and the terms of which shall be mutually acceptable to Parent and the Company, certificates or, at Parent’s option, a single global certificate, representing shares of Parent Merger Preferred Stock (or make appropriate alternative arrangements if uncertificated shares of Parent Merger Preferred Stock represented by book-entry shares will be issued) sufficient to effect the conversion of each share of Company Capital Stock (other than Cancelled Shares) into the Merger Consideration pursuant to this Agreement.
Delivery of the Merger Consideration. Prior to the Effective Time and, from time to time after the Effective Time, as applicable, Parent shall deposit with the Exchange Agent, pursuant to an agreement providing for the matters set forth in this Section 4 and such other matters as may be appropriate and the terms of which shall be mutually acceptable to Parent and the Company (the "Parent Exchange Agent Agreement"), the aggregate amount of the Merger Consideration due at Closing to be paid in respect of the Certificates.
Delivery of the Merger Consideration. The KIT on behalf of the Merger Sub shall have provided irrevocable instructions to the Escrow Agent, which is also acting as the paying agent, to (i) retain the Escrow Fund and (ii) issue and deliver the balance of the Merger Consideration to be Participating Stockholders who have complied with Section 2.5..
