Common use of Delivery of the Merger Consideration Clause in Contracts

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. (a) At or prior to the Effective Time, Buyer BNC 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 HPBC Stock, for exchange in accordance with this Section 1.31.5, through the Exchange Agent, the Merger Stock Consideration and the Cash Consideration payable pursuant to Section 1.2, based on the applicable BNC VWAP, and Buyer BNC 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 BNC Stock and cash provided to the Exchange Agent being hereinafter referred to as the “Exchange Fund”). Buyer BNC 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 BNC pending payment thereof by the Exchange Agent to the holders of Seller Common HPBC Stock pursuant to this Article I; provided that no investment of such deposited funds directed by Buyer BNC shall relieve Buyer BNC or the Exchange Agent from promptly making the payments required by this Article I, and following any losses from any such investment, Buyer BNC shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Seller Common HPBC 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 BNC shall direct the Exchange Agent to hold the Exchange Fund for the benefit of the former holders of Seller Common HPBC 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 ARTICLE I, except as expressly provided for in this Agreement.

Delivery of the Merger Consideration. (a) At or prior to the Effective Time, Buyer shall appoint a bank or trust company Continental Stock Transfer & 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, (i) certificates of Buyer Stock or, at Buyer’s option, evidence of shares of Buyer Stock in book entry form (collectively, referred to herein as “New Certificates”) to be issued in exchange for the Stock Consideration, and (ii) cash in an amount sufficient to pay (A) the aggregate cash portion of the Merger Consideration payable pursuant and (B) cash sufficient to pay cash in lieu of fractional shares in accordance with Section 1.21.2(g) (such cash and New Certificates described in the foregoing clauses (i) and (ii), and together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). 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)shares. 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. (a) At or prior to the Effective Time, Buyer Ameris shall appoint a bank or trust company Computershare Inc. to act as exchange agent (the “Exchange Agent”) and shall deposit, or cause to be deposited, for the benefit of the holders of Seller Atlantic Common Stock, for exchange in accordance with this Section 1.3, through the Exchange Agent: (i) certificates of Ameris Common Stock or, at Ameris’s option, evidence of shares of Ameris Common Stock in book-entry form (collectively, “New Certificates”) to be issued in exchange for the Stock Consideration; and (ii) cash in an amount sufficient to pay (A) the aggregate cash portion of the Merger Consideration payable pursuant and (B) cash sufficient to pay cash in lieu of fractional shares in accordance with Section 1.21.2(f) (such cash and New Certificates described in the foregoing clauses (i) and (ii), and Buyer together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). Ameris 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)shares. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Buyer Ameris for BuyerAmeris’s benefit pending payment thereof by the Exchange Agent to the holders of Seller Atlantic Common Stock pursuant to this Article I; provided provided, however, that no investment of such deposited funds directed by Buyer Ameris shall relieve Buyer Ameris or the Exchange Agent from promptly making the payments required by this Article I, and following any losses from any such investment, Buyer Ameris shall promptly provide additional funds to the Exchange Agent, for the benefit of the holders of Seller Atlantic 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 Ameris shall direct the Exchange Agent to hold the Exchange Fund for the benefit of the former holders of Seller Atlantic 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. (a) At or prior Prior to the First Step Effective Time, Buyer Parent 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 deposit with this Section 1.3, through the Exchange Agent, pursuant to an agreement providing for the matters set forth in this Article III 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 shares of Parent Common Stock (which shall be in non-certificated book entry form) sufficient to effect the conversion of each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) into the applicable 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 this Agreement. Parent agrees to be provided make available to the Exchange Agent from time to time as needed, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor pursuant to Section 2.1(d) and any dividends or other distributions represented by such deposited shares (which a holder of Company Common Stock has the right to receive pursuant to Section 3.3). All such shares of Buyer Parent Common Stock and cash provided to deposited with the Exchange Agent being are 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 will be invested by the Exchange Agent to the holders of Seller Common Stock pursuant to this Article I; provided that no investment of such deposited funds as directed by Buyer shall relieve Buyer Parent in money market funds 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 Agentsimilar short-term liquid investments. 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 purpose. Parent shall promptly replace or restore or shall cause the prompt replacement or restoration of the cash in the Exchange Fund so as to fund ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make such payments pursuant to required under this Article I, except as expressly provided for Agreement. Nothing contained in this AgreementSection 3.1, and no investment losses resulting from investment of the funds deposited with the Exchange Agent, shall diminish the rights of any holder of Company Common Stock to receive the Merger Consideration.

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 Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, in trust for the benefit of the holders Company Stockholders, evidence of Seller book-entry shares representing a number of whole shares of Parent Common StockStock equal to the aggregate Parent Common Stock deliverable to the Company Stockholders pursuant to this Section 2.5(a) (which, for exchange the avoidance of doubt, shall exclude the Earnout Consideration unless and until issuable 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 2.10). Any such amounts or cause to be provided to shares of Parent Common Stock in book-entry form deposited with 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 shall hereinafter be referred to as the “Exchange Agent Fund”. The Exchange Agent Fund shall be subject to the terms of this Agreement and the Exchange Agent Agreement. Subject to Section 2.6, at the Closing, Parent shall cause to be issued or paid from the Exchange Agent Fund to each Company Stockholder that holds Company Common Stock immediately prior to the Effective Time (including holders of shares of Company Common Stock resulting from the conversion of Company Convertible Debt described in Section 2.7 and holders of shares of Company Common Stock resulting from the exercise of Company Warrants pursuant to Section 2.9 (if any). Buyer shall make available , but excluding any Company Dissenting Shares and shares of Company Common Stock to be cancelled pursuant to Section 2.3(c)) who has delivered to the Exchange Agent, for addition at least three (3) Business Days prior to the Exchange FundClosing Date, from time to time as neededa completed and duly executed Letter of Transmittal, cash sufficient to pay cash evidence of book-entry shares representing the number of whole shares of the aggregate Parent Common Stock in lieu respect of fractional shares such Company Common Stock held by such Company Stockholder (which, for the avoidance of doubt, shall exclude the Earnout Consideration unless and until issuable in accordance with Section 1.2(e2.10). 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 Notwithstanding anything to the holders of Seller Common Stock pursuant contrary in this Agreement, under no circumstances shall Parent be required to this Article I; provided that no investment of such deposited funds directed by Buyer shall relieve Buyer pay or issue to any Equity Holder or any other Person more than 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 aggregate amount 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 Merger Consideration 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 allocated 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 AgreementSection 2.5.

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 Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, in trust for the benefit of the holders Company Stockholders and Post-Signing Company Convertible Noteholders, evidence of Seller book-entry shares representing a number of whole shares of Parent Common Stock, for exchange in accordance with Stock equal to the aggregate Parent Common Stock deliverable to the Company Stockholders and Post-Signing Company Convertible Noteholders pursuant to 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 2.5(a). Any such amounts or cause to be provided to shares of Parent Common Stock in book-entry form deposited with 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 shall hereinafter be referred to as the “Exchange Agent Fund”. The Exchange Agent Fund shall be subject to the terms of this Agreement and the Exchange Agent Agreement. Subject to Section 2.6, at the Closing, Parent shall cause to be issued or paid from the Exchange Agent Fund (i) to each Company Stockholder that holds Company Common Stock immediately prior to the Effective Time (including holders of shares of Company Common Stock resulting from the exercise of Company Warrants pursuant to Section 2.8 (if any). Buyer shall make available , and including shares of Company Common Stock resulting from the automatic conversion of Company Convertible Notes, but excluding any Company Dissenting Shares and shares of Company Common Stock to be cancelled pursuant to Section 2.3(d)) who has delivered to the Exchange Agent, for addition at least three (3) Business Days prior to the Exchange FundClosing Date, from time a completed and duly executed Letter of Transmittal, evidence of book-entry shares representing the number of whole shares of the aggregate Parent Common Stock in respect of such Company Common Stock held by such Company Stockholder, and (ii) 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 each Post-Signing Company Convertible Noteholder that holds Post-Signing Company Convertible Notes immediately prior 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 Effective Time who has delivered to the Exchange Agent, for at least three (3) Business Days prior to the benefit Closing Date, a completed and duly executed Letter of Transmittal, evidence of book-entry shares representing the number of whole shares of the holders aggregate Parent Common Stock in respect of Seller Common Stocksuch Post-Signing Company Convertible Notes held by such Post-Signing Company Convertible Noteholder. Notwithstanding anything to the contrary in this Agreement, in under no circumstances shall Parent be required to pay or issue to any Equity Holder or any other Person more than the aggregate amount of such losses, which additional funds will be held and disbursed in the same manner Merger Consideration 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 allocated 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 AgreementSection 2.5.

Delivery of the Merger Consideration. (a) At or prior to the Effective Time, Buyer The stockholders of CHSI 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, receive the Merger Consideration payable pursuant at the Closing. Each certificate issued to Section 1.2the stockholders of CHSI, as well as to the stockholders of CHCI in the Critical Acquisition, representing shares of HUNAPU INC. Common Stock will be imprinted with a legend substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AND IN RELIANCE UPON THE REPRESENTATION BY THE HOLDER THAT THEY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO RESALE OR FURTHER DISTRIBUTION IN VIOLATION OF APPLICABLE LAW. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, HYPOTHECATED, NOR WILL ANY ASSIGNEE OR ENDORSEE HEREOF BE RECOGNIZED AS AN OWNER HEREOF BY THE ISSUER FOR ANY PURPOSE, UNLESS A REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SHARES SHALL THEN BE IN EFFECT OR UNLESS THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION SHALL BE ESTABLISHED TO THE REASONABLE SATISFACTION OF COUNSEL OF THE ISSUER. If any stockholder of CHSI desires to transfer any shares of HUNAPU INC. Common Stock received in connection with the Merger, other than in an offering registered under the Securities Act, such stockholder must first furnish HUNAPU INC. with (i) a written opinion satisfactory to HUNAPU INC. in form and Buyer shall, after substance from counsel reasonably satisfactory to HUNAPU INC. to the Effective Time on effect that such stockholder may transfer the appropriate payment date, if applicable, provide or cause HUNAPU INC. Common Stock as desired without registration under the Securities Act and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to HUNAPU INC. in form and substance agreeing 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 bound 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 Agreementrestrictions on transfer contained herein.