Common use of Exchange Agent; Exchange Fund Clause in Contracts

Exchange Agent; Exchange Fund. At or prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) to act as the agent for the purpose of exchanging Certificates and the Book-Entry Shares and Parent Certificates and the Parent Book-Entry Shares for the Merger Consideration and the Parent Merger Consideration, respectively. Prior to the Effective Time, Holdco shall (and Parent shall cause Holdco to): (i) make appropriate arrangements with the Exchange Agent for the deposit of uncertificated book-entry certificates representing the shares of Holdco Common Stock to be issued as Merger Consideration and Parent Merger Consideration; and (ii) Deposit with the Exchange Agent cash sufficient to make payments in lieu of fractional shares pursuant to Section 2.01(b)(v). In addition, Holdco shall deposit or cause to be deposited with the Exchange Agent, as necessary from time to time after the Effective Time, (i) any dividends or other distributions, if any, to which the holders of shares of Company Capital Stock may be entitled pursuant to Section 2.05(g) for distributions or dividends, on the shares of Holdco Common Stock to which they are entitled to pursuant to Section 2.01(b)(ii), with both a record and payment date after the Effective Time and prior to the surrender of the shares of Company Capital Stock in exchange for such shares of Holdco Common Stock and (ii) any dividends or other distributions, if any, to which the holders of shares of Parent Common Stock may be entitled pursuant to Section 2.05(g) for distributions or dividends, on the shares of Holdco Common Stock to which they are entitled to pursuant to Section 2.01(a)(ii), with both a record and payment date after the Effective Time and prior to the surrender of the shares of Parent Common Stock in exchange for such shares of Holdco Common Stock. Such cash and shares of Holdco Common Stock, together with any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 2.05(a), are referred to collectively in this Agreement as the “Exchange Fund.” Holdco shall (and Parent shall cause Holdco to) instruct the Exchange Agent to pay the Merger Consideration and the Parent Merger Consideration out of the Exchange Fund in accordance with the terms of this Agreement, and the Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. Holdco shall (and Parent shall cause Holdco to) take all actions necessary to ensure that the Exchange Fund includes at all times shares of Parent Common Stock and cash sufficient to satisfy Parent’s obligation under this Article II.

Exchange Agent; Exchange Fund. Prior to the Effective Time, the Buyer will designate a bank or trust company (which bank or trust company will be reasonably acceptable to the Company) to act as exchange and payment agent (the “Exchange Agent”) for the purpose of exchanging Certificates and Book-Entry Shares for the applicable Merger Consideration set forth in Section 3.1(c). At or prior to the Effective Time, Parent the Buyer shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) to act as the agent for the purpose of exchanging Certificates and the Book-Entry Shares and Parent Certificates and the Parent Book-Entry Shares for the Merger Consideration and the Parent Merger Consideration, respectively. Prior to the Effective Time, Holdco shall (and Parent shall cause Holdco to): (i) make appropriate arrangements with the Exchange Agent for the deposit of uncertificated book-entry certificates representing the shares of Holdco Common Stock to be issued as Merger Consideration and Parent Merger Consideration; and (ii) Deposit with the Exchange Agent cash sufficient to make payments in lieu of fractional shares pursuant to Section 2.01(b)(v). In addition, Holdco shall deposit have deposited or cause caused to be deposited with the Exchange AgentAgent (1) the number of fully paid, non-assessable shares of Buyer Common Stock equal to the number of shares of Common Stock (including restricted stock granted under the Stock Plans) outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares) multiplied by the Exchange Ratio and (2) an amount of cash equal to the number of shares of Common Stock (including restricted stock granted under the Stock Plans) outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares) multiplied by the Cash Consideration (such Buyer Common Stock and cash deposited by the Buyer are referred to collectively as necessary the “Exchange Fund”) and the Buyer will deposit into the Exchange Fund from time to time after the Effective Time, (ian amount in cash sufficient to pay any cash payable in lieu of fractional shares of Buyer Common Stock pursuant to Section 3.4(e) and any dividends or other distributions, if any, distributions payable with respect to Buyer Common Stock to which the holders of shares Certificates or Book-Entry Shares of Company Capital Stock may be entitled pursuant to Section 2.05(g) for distributions or dividends, on the shares of Holdco Common Stock to which they are entitled to pursuant to Section 2.01(b)(ii), with both a record and payment date after the Effective Time and prior to the surrender of the shares of Company Capital Stock in exchange for such shares of Holdco Common Stock and (ii) any dividends or other distributions, if any, to which the holders of shares of Parent Common Stock may be entitled to receive pursuant to Section 2.05(g) for distributions or dividends, on 3.4(c). The amount of any cash deposited into the shares of Holdco Common Stock to which they are entitled to pursuant to Section 2.01(a)(ii), with both a record and payment date after the Effective Time and prior to the surrender of the shares of Parent Common Stock in exchange for such shares of Holdco Common Stock. Such cash and shares of Holdco Common Stock, together with any dividends or other distributions deposited with Exchange Fund shall be invested by the Exchange Agent pursuant to this Section 2.05(aas directed by the Surviving Corporation; provided, that such investments will be (A) in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, (B) in commercial paper obligations rated A-1 or P-1 or better by either Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or (C) 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, each of which has capital, surplus and undivided profits aggregating more than $1.0 billion (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise); provided, are referred to collectively in this Agreement as the “Exchange Fund.” Holdco shall (and Parent shall cause Holdco to) instruct the Exchange Agent to pay that no such investment or losses thereon will affect the Merger Consideration and the Parent Merger Consideration out of the Exchange Fund in accordance with the terms of payable to former Company Stockholders under this Agreement, and the Buyer will promptly provide, or will cause the Surviving Corporation to promptly provide, additional funds to the Exchange Agent for the benefit of the former Company Stockholders in the amount of any such losses. The Exchange Fund shall will not be used for any purpose other than a purpose expressly purpose, except as provided for in this the Agreement. Holdco shall (and Parent shall cause Holdco to) take all actions necessary to ensure that the Exchange Fund includes at all times shares of Parent Common Stock and cash sufficient to satisfy Parent’s obligation under this Article II.

Exchange Agent; Exchange Fund. At or prior Prior to the Effective Time, Parent shall appoint an exchange agent designate a bank or trust company reasonably acceptable satisfactory to the Company to act as agent (the “Exchange Agent”) to act as the agent for the purpose holders of exchanging Certificates and the Book-Entry Shares and Parent Certificates and the Parent Book-Entry Shares for Company Common Stock to receive the Merger Consideration and the Parent Merger Consideration, respectivelyto which holders of Company Common Stock shall become entitled pursuant to Section 2.4(a) or 2.4(d). Prior to Promptly following the Effective Time, Holdco shall (and Parent shall cause Holdco to): (i) make appropriate arrangements with the Exchange Agent for the deposit of uncertificated book-entry certificates representing the shares of Holdco Common Stock to be issued as Merger Consideration and Parent Merger Consideration; and (ii) Deposit with the Exchange Agent cash sufficient to make payments in lieu of fractional shares pursuant to Section 2.01(b)(v). In addition, Holdco shall deposit or cause to be deposited with the Exchange Agent, as necessary from time to time after in trust for the Effective Time, (i) any dividends or other distributions, if any, to which benefit of the holders of shares of the Company Capital Stock may be entitled pursuant to Section 2.05(gCommon Stock, (a) for distributions or dividends, on the shares of Holdco Common Stock to which they are entitled to pursuant to Section 2.01(b)(ii), with both a record and payment date after the Effective Time and prior to the surrender of the shares of Company Capital Stock in exchange for such shares of Holdco Common Stock and (ii) any dividends or other distributions, if any, to which the holders of Parent Certificates representing sufficient shares of Parent Common Stock may be entitled pursuant to Section 2.05(gpay the Parent Stock Consideration with respect to all Stock Election Shares, Non-Election Shares and Stock Designated Shares and (b) for distributions sufficient cash or dividends, on immediately available funds to pay the shares Cash Consideration with respect to all Cash Election Shares (less the number of Holdco Common Stock to which they are entitled to pursuant to Section 2.01(a)(iiDesignated Shares), with both a record and payment date after the Effective Time and prior to the surrender of the . Such shares of Parent Common Stock in exchange for and such shares of Holdco Common Stock. Such cash and shares of Holdco Common Stock, together with any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 2.05(a), funds are referred to collectively in this Agreement herein as the “Exchange Fund.” Holdco shall (and Parent shall cause Holdco to) instruct the The Exchange Agent Agent, pursuant to pay the Merger Consideration and the Parent Merger Consideration out of the Exchange Fund in accordance irrevocable instructions consistent with the terms of this Agreement, shall deliver the Parent Common Stock and the cash portion of the aggregate Merger Consideration to be issued or paid pursuant to Section 2.4(a) or 2.4(d) out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose other than a purpose expressly provided for 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 this Agreement. Holdco shall (and Parent shall cause Holdco to) take all actions necessary to ensure that the Exchange Fund includes shall be invested by the Exchange Agent as directed by the Surviving Corporation; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in 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 most recent financial statements of such bank which are then publicly available at all times shares 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 and cash sufficient to satisfy Parent’s obligation under this Article IIin the amount of any such losses.

Exchange Agent; Exchange Fund. At or prior Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) to act as the agent for the purpose of exchanging Certificates and paying the Merger Consideration for the Certificates, the Book-Entry Shares and Parent Certificates Shares, the Company SAFEs, the GreenBlock Note, and the Parent Book-Entry Shares for the Merger Consideration and the Parent Merger Consideration, respectivelyFNL Note. Prior to On or before the Effective Time, Holdco shall (and Parent shall deposit, or cause Holdco to): (i) make appropriate arrangements the Surviving Corporation to deposit, with the Exchange Agent for the deposit of uncertificated book-entry certificates representing the shares of Holdco the Parent Common Stock, Parent Series C-1 Preferred Stock, and Parent C-2 Preferred Stock to be issued as Merger Consideration and (or make appropriate alternative arrangements if uncertificated shares of Parent Merger Consideration; and (ii) Deposit with the Exchange Agent cash sufficient to make payments in lieu of fractional Common Stock, Parent Series C-1 Preferred Stock, or Parent C-2 Preferred Stock represented by book-entry shares pursuant to Section 2.01(b)(vwill be issued). In addition, Holdco Parent shall deposit or cause to be deposited with the Exchange Agent, as necessary from time to time after the Effective Time, (i) any dividends or other distributions, if any, to which the holders of shares of Company Capital Stock Stock, Company SAFES, the GreenBlock Note, and the FNL Note may be entitled pursuant to Section 2.05(g3.2(f) for distributions or dividends, on the shares of Holdco Common Stock Merger Consideration to which they are entitled to pursuant to Section 2.01(b)(ii)entitled, with both a record and payment date after the Effective Time and prior to the surrender of the shares of Company Capital Stock the Company SAFES, the GreenBlock Note, or the FNL Note, as the case may be, in exchange for such Merger Consideration. Such shares of Holdco Common Stock and (ii) any dividends or other distributions, if any, to which the holders of shares of Parent Common Stock may be entitled pursuant to Section 2.05(g) for distributions or dividends, on the shares of Holdco Common Stock to which they are entitled to pursuant to Section 2.01(a)(ii), with both a record and payment date after the Effective Time and prior to the surrender of the shares of Parent Common Stock in exchange for such shares of Holdco Common Stock. Such cash and shares of Holdco Common StockMerger Consideration, together with any dividends or other distributions deposited with the Exchange Agent pursuant to this Section 2.05(a3.2(a), are referred to collectively in this Agreement as the “Exchange Fund.” Holdco shall (and Parent shall cause Holdco to) instruct the Exchange Agent to pay the Merger Consideration and the Parent Merger Consideration out of the Exchange Fund in accordance with the terms of this Agreement, and the Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. Holdco shall (and Parent shall cause Holdco to) take all actions necessary to ensure that the Exchange Fund includes at all times shares of Parent Common Stock and cash sufficient to satisfy Parent’s obligation under this Article II.”