Exchange Agent Sample Clauses

Exchange Agent. At the First Effective Time, Parent shall deposit, or cause to be deposited, with an exchange agent selected by Parent with the Company’s prior approval, which shall not be unreasonably withheld or delayed (the “Exchange Agent”), for the benefit of the holders of Shares, (i) an aggregate number of shares of Parent Common Stock to be issued in uncertificated form or book-entry form and (ii) an aggregate amount of cash, in each case, comprising approximately the amounts required to be delivered pursuant to Section 4.1(a) in respect of Shares. In addition, Parent shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the First Effective Time, any dividends or other distributions payable pursuant to Section 4.2(c) with respect to the Parent Common Stock issued pursuant to the Initial Merger with respect to Shares with a record and payment date after the First Effective Time and prior to the surrender of such Shares and cash in lieu of any fractional shares payable pursuant to Section 4.2(e). All shares of Parent Common Stock and cash, together with the amount of any dividends and distributions deposited with the Exchange Agent pursuant to this Section 4.2(a), shall hereinafter be referred to as the “Exchange Fund”. The Exchange Agent shall invest the cash portion of the Exchange Fund as directed by Parent; provided that such investments shall be in obligations, funds or accounts typical for (including having liquidity typical for) transactions of this nature. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt cash payment of the aggregate cash portion of the Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under this Section 4.2(a) shall be promptly returned to Parent.

Exchange Agent. The Secretary of Parent or such other entity -------------- reasonably designated by Parent shall serve as exchange agent (the "Exchange -------- Agent") in the Merger. -----

Exchange Agent. Prior to the Effective Time Parent shall appoint a bank or trust company Subsidiary of Parent or another bank or trust company reasonably acceptable to Company, or Parent’s transfer agent, pursuant to an agreement (the “Exchange Agent Agreement”) to act as exchange agent (the “Exchange Agent”) hereunder.

Exchange Agent. Parent's transfer agent shall act as exchange agent (the "Exchange Agent") in the Merger.

Exchange Agent. Section 1.10(a)........

Exchange Agent. Parent's transfer agent or another institution -------------- selected by Parent and reasonably acceptable to Company shall act as exchange agent (the "Exchange Agent") in the Merger.

Exchange Agent. Prior to the mailing of the Joint Proxy Statement/Prospectus, Parent shall appoint a bank or trust reasonably acceptable to CPT and Inuvo to act as exchange agent (the “Exchange Agent”) for the payment of the CPT Merger Consideration and the Inuvo Merger Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities under this Agreement, which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and Inuvo. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent for the benefit of the holders of CPT Common Stock and Inuvo Common Stock, for exchange in accordance with this Article III through the Exchange Agent (i) evidence of Parent Common Stock in book-entry or certificate form representing the number of shares of Parent Common Stock sufficient to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration and (ii) an amount of cash sufficient to make the Inuvo Cash Merger Consideration and Fractional Share Cash Amount payments in accordance with Sections 3.2(a) and 3.2(b) (collectively, the “Exchange Fund”). Parent further agrees to provide to the Exchange Agent, from time to time as needed, immediately available funds sufficient to pay any dividends and other distributions pursuant to Section 3.3(c). The Exchange Agent shall promptly deliver the applicable CPT Merger Consideration and Inuvo Merger Consideration from the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2. Except as contemplated by Section 3.3(c) and Section 3.3(e), the Exchange Fund shall not be used for any other purpose. Parent shall pay all charges and expenses, including those of the Exchange Agent, incurred by it in connection with (i) the exchange of CPT Common Stock for the CPT Merger Consideration, (ii) the exchange of Inuvo Common Stock for the Inuvo Merger Consideration, and (iii) other amounts contemplated by this Article III.

Exchange Agent. Prior to the Effective Time, Parent shall designate a national bank or trust company to act as the exchange agent (the “Exchange Agent”) for the payment of the Merger Consideration in respect of certificates that immediately prior to the Effective Time represented shares of Company Common Stock (each, a “Certificate”) or non-certificated shares represented by book-entry (the “Book-Entry Shares”), in each instance other than Dissenting Shares, in accordance with this Article I and Parent shall enter into a customary exchange agent agreement with the Exchange Agent.

Exchange Agent. American Stock Transfer & Trust Company shall act as exchange agent (the "Exchange Agent") in the Merger.