Examples of Agent in a sentence
PIF or the Paying Agent, as applicable, shall be entitled to deduct and withhold from amounts payable pursuant to this Agreement to any holder of SLIC Common Stock such amounts as it determines in good faith are required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign Tax Law.
Any portion of the Consideration Fund that remains undistributed to former stockholders of SLIC as of the twelve (12) month anniversary of the date of the First Effective Time may be paid to PIF, upon PIF’s written demand to the Paying Agent.
The Company shall pay all Depositary and Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic issuance and delivery of the Warrant ADSs. The Company shall pay all applicable fees and expenses of the Depositary and Transfer Agent in connection with the issuance of the Warrants ADSs hereunder.
Notwithstanding the foregoing, none of PIF, SLIC, the Surviving Company, Merger Sub, the Paying Agent or any other Person shall be liable to any former holder of shares of SLIC Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the Warrant Shares needed for the Depositary and/or Transfer Agent to issue the necessary Warrant ADSs upon the exercise of the purchase rights under this Warrant.