Common use of Exchange Agent; Exchange Fund Clause in Contracts

Exchange Agent; Exchange Fund. Prior to the Effective Time, Acquirer shall appoint an exchange agent (the “Exchange Agent”) to act as the agent for the purpose of paying the Exchange Shares for the Certificates and the Book-Entry Shares. At or promptly following the Effective Time, Acquirer shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent: (i) certificates representing the shares of Acquirer Common Stock to be issued as Exchange Shares (or make appropriate alternative arrangements if uncertificated shares of Acquirer Common Stock represented by book-entry shares will be issued); and (ii) cash sufficient to make payments in lieu of fractional shares pursuant to Section 2.2(d). In addition, Acquirer shall deposit or cause to be deposited with the Exchange Agent, as necessary from time to time after the Effective Time, any dividends or other distributions, if any, to which the holders of Target Company Common Stock may be entitled pursuant to Section 2.3(b) for distributions or dividends, on the Acquirer Common Stock to which they are entitled to pursuant to Section 2.2(a), with both a record and payment date after the Effective Time and prior to the surrender of the Target Company Common Stock in exchange for such Acquirer Common Stock. Such cash and shares of Acquirer Common Stock, together with any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 2.3(a), are referred to collectively in this Agreement as the “Exchange Fund.”

Exchange Agent; Exchange Fund. Prior to the Effective Time, Acquirer Aytu shall appoint an exchange agent (the “"Exchange Agent”") to act as the agent for the purpose of paying the Exchange Shares Merger Consideration for the Certificates and the Book-Entry Shares. At or promptly following the Effective Time, Acquirer Aytu shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent: (i) certificates representing the shares of Acquirer Aytu Common Stock to be issued as Exchange Shares Merger Consideration (or make appropriate alternative arrangements if uncertificated shares of Acquirer Aytu Common Stock represented by book-entry shares will be issued); and (ii) cash sufficient to make payments in lieu of fractional shares pursuant to Section 2.2(d2.01(f). In addition, Acquirer Aytu shall deposit or cause to be deposited with the Exchange Agent, as necessary from time to time after the Effective Time, any dividends or other distributions, if any, to which the holders of Target Company Common Stock Shares may be entitled pursuant to Section 2.3(b2.02(g) for distributions or dividends, on the Acquirer Aytu Common Stock to which they are entitled to pursuant to Section 2.2(a2.01(b), with both a record and payment date after the Effective Time and prior to the surrender of the Target Company Common Stock Shares in exchange for such Acquirer Aytu Common Stock. Such cash and shares of Acquirer Aytu Common Stock, together with any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 2.3(a2.02(a), are referred to collectively in this Agreement as the “"Exchange Fund.”"