Exchange Agent definition

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

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

Exchange Agent shall have the meaning set forth in Section 1.7(a).

Examples of Exchange Agent in a sentence

• The Exchange Agent shall invest any cash in the Exchange Fund as directed by United on a daily basis, provided that, subject to Section 2.2(g) , no such investment or losses will affect the cash pay- able to holders of Certificates.

• At or prior to the Effective Time, United shall deposit with the Exchange Agent, for the benefit of the holders of Certificates, for exchange in accordance with this Article II through the Exchange Agent, certificates repre- senting the shares of United Common Stock to be delivered as the Merger Con- sideration (such certificates, whether represented in certificated or non- certificated book-entry form, to the extent applicable, the “ United Common Certificates ”).

• Purchaser, Merger Sub, the Group Companies and the Exchange Agent (and each of their respective Affiliates, agents and representatives) shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Law.

• Each of United and the Exchange Agent (with- out duplication) shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of a Certificate pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under applicable Tax Law.

• In the event that the Exchange Fund is insufficient to pay the aggregate amount of all Per Share Merger Consideration due to the Company Shareholders (other than the holders of Excluded Shares and Section 102 Shares), Parent or Merger Sub will promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment.

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 has the meaning set forth in Section 1.9(a).

Exchange Agent has the meaning set forth in Section 3.04.

Exchange Agent means American Stock Transfer & Trust Company, or such other exchange agent as may be designated by Parent and reasonably acceptable to the Company to act as agent for purposes of conducting the exchange procedures described in Section 3.04.

Exchange Agent shall have the meaning ascribed thereto in Section 2.1 hereof.