Common use of Designation of Exchange Agent; Deposit of Exchange Fund Clause in Contracts

Designation of Exchange Agent; Deposit of Exchange Fund. Prior to the First Effective Time, Parent shall, at its sole cost and expense, designate a reputable bank or trust company (the “Exchange Agent”), reasonably acceptable to the Company, to act as exchange agent for the payment and issuance of the Merger Consideration (including any applicable Fractional Share Consideration), and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities with respect thereto. At or immediately following the First Effective Time (but, in any event, substantially concurrently with the Closing), Parent shall deposit, or cause to be deposited, with the Exchange Agent, (i) evidence of Parent Shares (which shall be in uncertificated book-entry form) representing the full number of Parent Shares issuable pursuant to Section 3.1(b) equal to the aggregate Per Share Stock Consideration (excluding any Fractional Share Consideration) and (ii) cash in immediately available funds in an amount sufficient to pay the aggregate Per Share Cash Consideration, together with the aggregate amount of cash included in the Fractional Share Consideration (such evidence of Parent Shares in book-entry form and cash amounts, the “Exchange Fund”). Parent shall, after the First Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable pursuant to Section 3.2(g). In the event the Exchange Fund shall be insufficient to make the payments contemplated by Section 3.1(b), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payments in full. Parent shall cause the Exchange Fund to be (i) held for the benefit of the holders of Company Common Stock and (ii) applied promptly to making the payments pursuant to Section 3.1(b). The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 3.1, except as expressly provided for in this Agreement.

Designation of Exchange Agent; Deposit of Exchange Fund. Prior No later than ten (10) days prior to the First Effective Time, Parent shall, at its sole cost and expense, designate a reputable bank or trust company (the “Exchange Agent”)) that is organized and doing business under the laws of the United States, the identity and the terms of appointment of which to be reasonably acceptable to the Company, to act as exchange agent for the payment and issuance of the Aggregate Merger Consideration (including and any applicable Fractional Share Dividend Consideration), and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities with respect thereto. At or immediately following the First Effective Time (but, in any event, substantially concurrently with form and substance reasonably acceptable to the Closing), Company. Parent shall deposit, or cause to be deposited, deposited with the Exchange Agent, (i) prior to the Effective Time, (A) evidence of Parent Shares (which shall be in uncertificated book-entry form) representing the full number of Parent Shares issuable pursuant to Section 3.1(b) in book-entry form equal to the aggregate Per Share Stock number of Parent Shares included in the Aggregate Merger Consideration (excluding any Fractional Share Consideration) and (iiB) cash in immediately available funds in an amount sufficient to pay the aggregate Per Share Cash Consideration, together with the aggregate amount of cash included in the Fractional Share Consideration and (ii) as necessary from time to time after the Effective Time, if applicable, any Dividend Consideration (such evidence of Parent Shares in book-entry form and cash amounts, including any Fractional Share Consideration and Dividend Consideration, the “Exchange Fund”). Parent shall, after the First Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable pursuant to Section 3.2(g). In the event the Exchange Fund shall be insufficient to make the payments and exchanges contemplated by Section 3.1(b), Parent shall promptly deposit, or cause to be deposited, additional funds or Parent Shares, as applicable, with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payments and exchanges in full. Parent shall cause the Exchange Fund to be (iA) held for the benefit of the holders of Company Common Stock and (iiB) applied promptly to making the payments and exchanges pursuant to Section 3.1(b). The Exchange Fund shall not be used for any purpose other than to fund payments or effect exchanges, as applicable, pursuant to Section 3.1, except as expressly provided for in this Agreement.