Common use of Exchange Agent; Exchange Fund Clause in Contracts

Exchange Agent; Exchange Fund. Prior to the Effective Time, Parent and Merger Sub shall enter into an agreement with an entity reasonably acceptable to the Company to act as agent for the holders of Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable pursuant to this Article III. On the Closing Date and prior to the filing of the Certificate of Merger, Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the sole benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than holders of Cancelled Shares or Appraisal Shares, for exchange in accordance with this Article III through the Exchange Agent, (i) evidence of shares of Parent Common Stock issuable pursuant to Section 3.1(b) in book entry form equal to the aggregate Merger Consideration and (ii) cash in immediately available funds in an amount sufficient to pay any dividends or other distributions under Section 3.3(g), if applicable (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), provided that no such deposits shall be required to be made with respect to any Cancelled Shares or Appraisal Shares. The Exchange Agent shall, pursuant to irrevocable instructions from Parent, deliver the Merger Consideration contemplated to be issued in exchange for shares of Company Common Stock pursuant to this Agreement, together with any amounts payable pursuant to Section 3.3(g), if applicable, out of the Exchange Fund in accordance with this Agreement. Except as contemplated by this Section 3.3(a), the Exchange Fund shall not be used for any other purpose. The Surviving Entity shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration. Any interest or other income resulting from investment of the Exchange Fund shall become part of the Exchange Fund.

Exchange Agent; Exchange Fund. Prior to the Effective TimeClosing Date, Parent and Merger Sub shall enter into an agreement with an entity reasonably acceptable to the Company Company’s transfer agent to act as agent for the holders of Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration including cash sufficient to pay any Contingent Cash Purchase Price pursuant to Section 3.1(d), cash in lieu of fractional shares pursuant to Section 3.3(h) and all cash payable any dividends or other distributions pursuant to Section 3.3(g), to which such holders shall become entitled pursuant to this Article III. On or prior to the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent, for the sole benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than holders of Cancelled Shares or Appraisal Shares, for exchange issuance in accordance with this Article III through the Exchange Agent, the cash (isolely as it relates to payments in lieu of fractional shares) evidence and number of shares of Parent Common Stock issuable to the holders of Company Common Stock outstanding immediately prior to the Effective Time pursuant to Section 3.1(b) in book entry form equal 3.1. Parent agrees to deposit with the aggregate Merger Consideration and (ii) Exchange Agent, from time to time as needed, cash in immediately available funds in an amount sufficient to pay any Contingent Cash Purchase Price pursuant to Section 3.1(d), any dividends or and other distributions under pursuant to Section 3.3(g)) and to make any cash payments in lieu of fractional shares pursuant to Section 3.3(h) and, if applicable (such evidence of book-entry shares of Parent Common Stock and in the event there are insufficient funds to make the payments contemplated by this Article III, additional cash amounts, together with any dividends or other distributions with respect thereto, in an amount which is equal to the “Exchange Fund”), provided that no such deposits shall be deficiency in an amount required to be made with respect to any Cancelled Shares or Appraisal Sharesmake such payments in full. The Parent shall instruct the Exchange Agent shallto, pursuant to irrevocable instructions from Parentinstructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Company Common Stock pursuant to this Agreement, together with any amounts payable pursuant to Section 3.3(g), if applicable, Agreement out of the Exchange Fund in accordance with this AgreementFund. Except as contemplated by Section 3.1(d), this Section 3.3(a), Section 3.3(g) and Section 3.3(h), the Exchange Fund shall not be used for any other purpose. Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for any Contingent Cash Purchase Price in accordance with Section 3.1(d), fractional shares in accordance with Section 3.3(h) and any dividends or other distributions in accordance with Section 3.3(g)) shall be referred to herein as the “Exchange Fund.” The Surviving Entity Company shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration, including the Contingent Cash Purchase Price, and cash in lieu of fractional shares. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

Exchange Agent; Exchange Fund. Prior to No later than substantially concurrently with the Effective Time, Parent and Merger Sub shall enter into an agreement with an entity the Company’s transfer agent, or another firm reasonably acceptable to the Company Company, to act as agent for the holders of Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable sufficient to pay cash in lieu of fractional shares, pursuant to Section 3.3(h) to which such holders shall become entitled pursuant to this Article III. On No later than substantially concurrently with the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the sole benefit of the former holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than holders of Cancelled Shares or Appraisal SharesStock, for exchange issuance in accordance with this Article III through the Exchange Agent, (i) evidence the number of shares of Parent Common Stock issuable to the holders of Company Common Stock outstanding immediately prior to the Effective Time pursuant to Section 3.1(b) in book entry form equal 3.1. Parent agrees to make available to the aggregate Merger Consideration and (ii) Exchange Agent, from time to time as needed, cash in immediately available funds in an amount sufficient to pay any dividends or and other distributions under pursuant to Section 3.3(g) and to make payments in lieu of fractional shares pursuant to Section 3.3(h), if applicable (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), provided that no such deposits shall be required to be made with respect to any Cancelled Shares or Appraisal Shares. The Exchange Agent shall, pursuant to irrevocable instructions from Parentinstructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Company Common Stock pursuant to this Agreement, together with any amounts payable pursuant to Section 3.3(g), if applicable, Agreement out of the Exchange Fund in accordance with this AgreementFund. Except as contemplated by this Section 3.3(a) and Sections 3.3(g) and 3.3(h), the Exchange Fund shall not be used for any other purpose. Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.3(h) and any dividends or other distributions in accordance with Section 3.3(g)) shall hereinafter be referred to as the “Exchange Fund.” The Surviving Entity Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

Exchange Agent; Exchange Fund. Prior to the Effective TimeElection Form Mailing Date, Parent and shall enter into, or cause Merger Sub shall 1 to enter into into, an agreement with an entity the Company’s transfer agent, or another firm reasonably acceptable to the Company and Parent, to act as agent for the holders of Company Common Stock in connection with the Merger (the “Exchange Agent”) for purpose of receiving and to receive the Merger Consideration holding their Elections, Certificates and all cash payable pursuant to this Article IIIBook-Entry Shares. On the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the sole benefit of the former holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than holders of Cancelled Shares or Appraisal SharesStock, for exchange distribution in accordance with this Article III through the Exchange Agent, (i) evidence an amount in cash and a number of shares of Parent Common Stock issuable pursuant constituting at least the amounts necessary to Section 3.1(b) in book entry form equal to satisfy the aggregate payment of the Merger Consideration and (ii) payment of cash in lieu of fractional shares to the holders of Company Common Stock outstanding immediately prior to the Effective Time pursuant to this Article III. Parent agrees to make available funds in an amount to the Exchange Agent, from time to time as needed, cash sufficient to pay any dividends or and other distributions under pursuant to Section 3.3(g3.5(g) and to make payments in lieu of fractional shares pursuant to Section 3.5(h), if applicable (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), provided that no such deposits shall be required to be made with respect to any Cancelled Shares or Appraisal Shares. The Exchange Agent shall, pursuant to irrevocable instructions from Parentinstructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Company Common Stock pursuant to this Agreement, together with any amounts payable pursuant to Section 3.3(g), if applicable, Agreement out of the Exchange Fund in accordance to the holders of Company Common Stock (after taking into account all Company Common Stock then held by such holder and the Election(s) made with this Agreementrespect to such shares of Company Common Stock by such holder). Except as contemplated by this Section 3.3(a3.5(a) and Sections 3.5(g) and 3.5(h), the Exchange Fund shall not be used for any other purpose. Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.5(h) and any dividends or other distributions in accordance with Section 3.5(g)) shall hereinafter be referred to as the “Exchange Fund.” The Surviving Entity Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

Exchange Agent; Exchange Fund. Prior to the Effective Time, Parent and Merger Sub shall enter into an agreement with an entity the Company’s transfer agent, or another firm reasonably acceptable to the Company and Parent, to act as agent for the holders of Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable sufficient to pay cash in lieu of fractional shares pursuant to Section 3.3(h) to which such holders shall become entitled pursuant to this Article III. On the Closing Date and prior to the filing of the Certificate of Merger, Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the sole benefit of the former holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than holders of Cancelled Shares or Appraisal SharesTime, for exchange in accordance with this Article III through the Exchange Agent, (i) evidence the number of shares of Parent Common Stock issuable pursuant to Section 3.1(b) in book entry form equal to the aggregate Merger Consideration such holders and (ii) sufficient cash to make delivery of the Cash Portion to such holders, in immediately each case pursuant to Section 3.1. Parent agrees to make available funds in an amount to the Exchange Agent, from time to time as needed, cash sufficient to pay any dividends or and other distributions under pursuant to Section 3.3(g), if applicable (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), provided that no such deposits shall be required to be made with respect to any Cancelled Shares or Appraisal Shares. The Exchange Agent shall, pursuant to irrevocable instructions from Parentinstructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Company Common Stock pursuant to this Agreement, together with any amounts payable pursuant to Section 3.3(g), if applicable, Agreement out of the Exchange Fund in accordance with this AgreementFund. Except as contemplated by this Section 3.3(a) and Sections 3.3(g) and 3.3(h), the Exchange Fund shall not be used for any other purpose. The Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.3(h) and any dividends or other distributions in accordance with Section 3.3(g)) shall be referred to as the “Exchange Fund.” Parent or the Surviving Entity Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund, and any amounts in excess of the amounts payable hereunder shall, at the discretion of Parent, be promptly returned to Parent or the Surviving Corporation.

Exchange Agent; Exchange Fund. Prior to the Effective Time, Parent and Merger Sub shall enter into an agreement with an entity designate a bank or trust company reasonably acceptable satisfactory to the Company to act as agent (the “Exchange Agent”) for the holders of Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable to which holders of Company Common Stock shall become entitled pursuant to this Article IIISection 2.4(a) or 2.4(d). On Promptly following the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause to be deposited, deposit with the Exchange Agent, in trust for the sole benefit of the holders of shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than holders of Cancelled Shares or Appraisal Shares, for exchange in accordance with this Article III through the Exchange AgentStock, (ia) evidence of Parent Certificates representing sufficient shares of Parent Common Stock issuable pursuant to Section 3.1(b) in book entry form equal pay the Parent Stock Consideration with respect to the aggregate Merger Consideration all Stock Election Shares, Non-Election Shares and Stock Designated Shares and (iib) sufficient cash in or immediately available funds in an amount sufficient to pay any dividends or other distributions under Section 3.3(gthe Cash Consideration with respect to all Cash Election Shares (less the number of Stock Designated Shares), if applicable (such evidence of book-entry . Such shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, such funds are referred to herein as the “Exchange Fund”), provided that no such deposits shall be required to be made with respect to any Cancelled Shares or Appraisal Shares. .” The Exchange Agent shallAgent, pursuant to irrevocable instructions from Parentconsistent with the terms of this Agreement, shall deliver the Parent Common Stock and the cash portion of the aggregate Merger Consideration contemplated to be issued in exchange for shares of Company Common Stock pursuant to this Agreement, together with any amounts payable or paid pursuant to Section 3.3(g), if applicable, 2.4(a) or 2.4(d) out of the Exchange Fund in accordance with this Agreement. Except as contemplated by this Section 3.3(a)Fund, and the Exchange Fund shall not be used for any other purposepurpose whatsoever. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder. Such funds in the Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving Entity Corporation; provided, however, that such investments shall pay all charges be in obligations of or guaranteed by the United States of America or of any agency thereof and expenses, including those backed by the full faith and credit of the Exchange AgentUnited States of America, in connection commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $100 million (based on the exchange most recent financial statements of shares such bank which are then publicly available at the SEC or otherwise); provided, however, that no loss on any investment made pursuant to this Section 2.6 shall affect the Merger Consideration payable to the holders of Company Common Stock, and following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the holders of Company Common Stock for in the Merger Consideration. Any interest or other income resulting from investment amount of the Exchange Fund shall become part of the Exchange Fundany such losses.

Exchange Agent; Exchange Fund. Prior to the Effective Time, Parent and shall enter into, or cause Merger Sub shall to enter into into, an agreement with an entity the Company’s transfer agent, or another firm reasonably acceptable to the Company and Parent, to act as agent for the holders of Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable sufficient to pay cash in lieu of fractional shares, pursuant to Section 3.3(h) to which such holders shall become entitled pursuant to this Article III. On the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the sole benefit of the former holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than holders of Cancelled Shares or Appraisal SharesStock, for exchange issuance in accordance with this Article III through the Exchange Agent, (i) evidence the number of shares of Parent Common Stock issuable to the holders of Company Common Stock outstanding immediately prior to the Effective Time pursuant to Section 3.1(b) in book entry form equal 3.1. Parent agrees to make available to the aggregate Merger Consideration and (ii) Exchange Agent, from time to time as needed, cash in immediately available funds in an amount sufficient to pay any dividends or and other distributions under pursuant to Section 3.3(g) and to make payments in lieu of fractional shares pursuant to Section 3.3(h), if applicable (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), provided that no such deposits shall be required to be made with respect to any Cancelled Shares or Appraisal Shares. The Exchange Agent shall, pursuant to irrevocable instructions from Parentinstructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Company Common Stock pursuant to this Agreement, together with any amounts payable pursuant to Section 3.3(g), if applicable, Agreement out of the Exchange Fund in accordance with this AgreementFund. Except as contemplated by this Section 3.3(a) and Sections 3.3(g) and 3.3(h), the Exchange Fund shall not be used for any other purpose. Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.3(h) and any dividends or other distributions in accordance with Section 3.3(g)) shall hereinafter be referred to as the “Exchange Fund.” The Surviving Entity Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

Exchange Agent; Exchange Fund. Prior to the Effective Time, Parent and Merger Sub shall enter into an agreement with an entity reasonably acceptable to the Company Company's transfer agent to act as agent for the holders of Company Common Stock in connection with the Merger (the “"Exchange Agent”") and to receive the Merger Consideration and all cash payable sufficient to pay cash in lieu of fractional shares pursuant to Section 3.2(h) and any dividends or other distributions pursuant to Section 3.2(g), to which such holders shall become entitled pursuant to this Article III. On or prior to the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent, for the sole benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than holders of Cancelled Shares or Appraisal Shares, for exchange issuance in accordance with this Article III through the Exchange Agent, (i) evidence the number of shares of Parent Common Stock issuable to the holders of Company Common Stock outstanding immediately prior to the Effective Time pursuant to Section 3.1(b) in book entry form equal 3.1. Parent agrees to deposit with the aggregate Merger Consideration and (ii) Exchange Agent, from time to time as needed, cash in immediately available funds in an amount sufficient to pay any dividends or and other distributions under pursuant to Section 3.3(g3.2(g) and to make payments in lieu of fractional shares pursuant to Section 3.2(h), if applicable (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), provided that no such deposits shall be required to be made with respect to any Cancelled Shares or Appraisal Shares. The Exchange Agent shall, pursuant to irrevocable instructions from Parentinstructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Company Common Stock pursuant to this Agreement, together with any amounts payable pursuant to Section 3.3(g), if applicable, Agreement out of the Exchange Fund in accordance with this AgreementFund. Except as contemplated by this Section 3.3(a3.2(a) and Sections 3.2(g) and 3.2(h), the Exchange Fund shall not be used for any other purpose. Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.2(h) and any dividends or other distributions in accordance with Section 3.2(g)) shall hereinafter be referred to as the "Exchange Fund." The Surviving Entity Company shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

Exchange Agent; Exchange Fund. Prior to the Effective Time, Parent and or Merger Sub shall enter into an agreement with an entity reasonably acceptable to the Company Company’s transfer agent to act as agent for the holders of Company Common Stock and Company Preferred Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable sufficient to pay cash in lieu of fractional shares pursuant to Section 3.3(h) and any dividends or other distributions pursuant to Section 3.3(g), to which such holders shall become entitled pursuant to this Article III. On the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent, for the sole benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than holders of Cancelled Shares or Appraisal SharesCompany Preferred Stock, for exchange issuance in accordance with this Article III through the Exchange Agent, (i) evidence the number of shares of Parent Common Stock issuable to the holders of Company Common Stock outstanding immediately prior to the Effective Time pursuant to Section 3.1(b) in book entry form equal to the aggregate Merger Consideration 3.1 and (ii) the number of shares of applicable Parent Preferred Stock issuable to the holders of Company Preferred Stock outstanding immediately prior to the Effective Time pursuant to Section 3.1. Parent agrees to deposit with the Exchange Agent, from time to time as needed, cash in immediately available funds in an amount sufficient to pay any dividends or and other distributions under pursuant to Section 3.3(g) and to make payments in lieu of fractional shares pursuant to Section 3.3(h), if applicable (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), provided that no such deposits shall be required to be made with respect to any Cancelled Shares or Appraisal Shares. The Exchange Agent shall, pursuant to irrevocable instructions from Parentinstructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Company Common Stock and Company Preferred Stock pursuant to this Agreement, together with any amounts payable pursuant to Section 3.3(g), if applicable, Agreement out of the Exchange Fund in accordance with this Agreement(as hereinafter defined). Except as contemplated by this Section 3.3(a) and Sections 3.3(g) and 3.3(h), the Exchange Fund shall not be used for any other purpose. Any cash and shares of Parent Common Stock and Parent Preferred Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.3(h) and any dividends or other distributions in accordance with Section 3.3(g)) shall hereinafter be referred to as the “Exchange Fund.” The Surviving Entity Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and Company Preferred Stock for the Merger ConsiderationConsideration and cash in lieu of fractional shares. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

Exchange Agent; Exchange Fund. Prior to the Effective Time, Parent and Merger Sub shall enter into an agreement with an entity reasonably acceptable to the Company Company’s transfer agent to act as agent for the holders of Company Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable sufficient to pay cash in lieu of fractional shares pursuant to Section 3.2(h) and any dividends or other distributions pursuant to Section 3.2(g), to which such holders shall become entitled pursuant to this Article III. On or prior to the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent, for the sole benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than holders of Cancelled Shares or Appraisal Shares, for exchange issuance in accordance with this Article III through the Exchange Agent, (i) evidence the number of shares of Parent Common Stock issuable to the holders of Company Common Stock outstanding immediately prior to the Effective Time pursuant to Section 3.1(b) in book entry form equal 3.1. Parent agrees to deposit with the aggregate Merger Consideration and (ii) Exchange Agent, from time to time as needed, cash in immediately available funds in an amount sufficient to pay any dividends or and other distributions under pursuant to Section 3.3(g3.2(g) and to make payments in lieu of fractional shares pursuant to Section 3.2(h), if applicable (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), provided that no such deposits shall be required to be made with respect to any Cancelled Shares or Appraisal Shares. The Exchange Agent shall, pursuant to irrevocable instructions from Parentinstructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Company Common Stock pursuant to this Agreement, together with any amounts payable pursuant to Section 3.3(g), if applicable, Agreement out of the Exchange Fund in accordance with this AgreementFund. Except as contemplated by this Section 3.3(a3.2(a) and Sections 3.2(g) and 3.2(h), the Exchange Fund shall not be used for any other purpose. Any cash and shares of Parent Common Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.2(h) and any dividends or other distributions in accordance with Section 3.2(g)) shall hereinafter be referred to as the “Exchange Fund.” The Surviving Entity Company shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

Exchange Agent; Exchange Fund. Prior to the Effective Time, Parent and Merger Sub shall enter into an agreement with an entity reasonably acceptable to the Company Company’s transfer agent to act as agent for the holders of Company Class B Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and all cash payable sufficient to pay cash in lieu of fractional shares pursuant to Section 3.2(h) and any dividends or other distributions pursuant to Section 3.2(g), to which such holders shall become entitled pursuant to this Article III. On the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent, for the sole benefit of the holders of shares of Company Class B Common Stock issued and outstanding immediately prior to the Effective Time (other than holders of Cancelled Shares or Appraisal SharesStock, for exchange issuance in accordance with this Article III through the Exchange Agent, (i) evidence the cash and number of shares of Parent Class B Common Stock issuable to the holders of Company Class B Common Stock outstanding immediately prior to the Effective Time pursuant to Section 3.1(b) in book entry form equal 3.1. Parent agrees to deposit with the aggregate Merger Consideration and (ii) Exchange Agent, from time to time as needed, cash in immediately available funds in an amount sufficient to pay any dividends or and other distributions under pursuant to Section 3.3(g3.2(g) and to make payments in lieu of fractional shares pursuant to Section 3.2(h), if applicable (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), provided that no such deposits shall be required to be made with respect to any Cancelled Shares or Appraisal Shares. The Exchange Agent shall, pursuant to irrevocable instructions from Parentinstructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Company Class B Common Stock pursuant to this Agreement, together with any amounts payable pursuant to Section 3.3(g), if applicable, Agreement out of the Exchange Fund in accordance with this Agreement(as hereinafter defined). Except as contemplated by this Section 3.3(a3.2(a) and Sections 3.2(g) and 3.2(h), the Exchange Fund shall not be used for any other purpose. Any shares of Parent Class B Common Stock deposited with the Exchange Agent (including any cash payment for fractional shares in accordance with Section 3.2(h) and any dividends or other distributions in accordance with Section 3.2(g)) shall hereinafter be referred to as the “Exchange Fund.” The Surviving Entity Company shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Class B Common Stock for the Merger ConsiderationConsideration and cash in lieu of fractional shares. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

Exchange Agent; Exchange Fund. Prior to the Effective Time, Parent and or Merger Sub shall enter into an agreement with an entity reasonably acceptable to the Company Company's transfer agent to act as agent for the holders of Company Common Stock and Company Preferred Stock in connection with the Merger (the “"Exchange Agent”") and to receive the Merger Consideration and all cash payable sufficient to pay cash in lieu of fractional shares pursuant to Section 3.3(h) and any dividends or other distributions pursuant to Section 3.3(g), to which such holders shall become entitled pursuant to this Article III. On the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent, for the sole benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than holders of Cancelled Shares or Appraisal SharesCompany Preferred Stock, for exchange issuance in accordance with this Article III through the Exchange Agent, (i) evidence the number of shares of Parent Common Stock issuable to the holders of Company Common Stock outstanding immediately prior to the Effective Time pursuant to Section 3.1(b) in book entry form equal to the aggregate Merger Consideration 3.1 and (ii) the number of shares of applicable Parent Preferred Stock issuable to the holders of Company Preferred Stock outstanding immediately prior to the Effective Time pursuant to Section 3.1. Parent agrees to deposit with the Exchange Agent, from time to time as needed, cash in immediately available funds in an amount sufficient to pay any dividends or and other distributions under pursuant to Section 3.3(g) and to make payments in lieu of fractional shares pursuant to Section 3.3(h), if applicable (such evidence of book-entry shares of Parent Common Stock and cash amounts, together with any dividends or other distributions with respect thereto, the “Exchange Fund”), provided that no such deposits shall be required to be made with respect to any Cancelled Shares or Appraisal Shares. The Exchange Agent shall, pursuant to irrevocable instructions from Parentinstructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Company Common Stock and Company Preferred Stock pursuant to this Agreement, together with any amounts payable pursuant to Section 3.3(g), if applicable, Agreement out of the Exchange Fund in accordance with this Agreement(as hereinafter defined). Except as contemplated by this Section 3.3(a) and Sections 3.3(g) and 3.3(h), the Exchange Fund shall not be used for any other purpose. Any cash and shares of Parent Common Stock and Parent Preferred Stock deposited with the Exchange Agent (including as payment for fractional shares in accordance with Section 3.3(h) and any dividends or other distributions in accordance with Section 3.3(g)) shall hereinafter be referred to as the "Exchange Fund." The Surviving Entity Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and Company Preferred Stock for the Merger ConsiderationConsideration and cash in lieu of fractional shares. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.