Common use of Exchange Agent; Exchange Funds Clause in Contracts

Exchange Agent; Exchange Funds. Immediately prior to the Effective Time, CSLC shall deposit (or cause to be deposited) with ChaseMellon Shareholder Services, L.L.C., or such other bank or trust company designated by CSLC (and reasonably acceptable to the Company) (the "Exchange Agent"), for the benefit of the holders of the Company Common Stock, for exchange in accordance with this Article II, (i) the aggregate cash (the "Cash Exchange Fund") and (ii) the aggregate number of Convertible Securities (the "Convertible Securities Exchange Fund", and together with the Cash Exchange Fund, the "Exchange Funds"), in each case payable in the Merger to holders of the Company Common Stock. Subject to the proration provisions of Section 2.3, and the provisions of Section 2.1(c), the Exchange Agent, pursuant to irrevocable instructions from CSLC, promptly shall make the deliveries of the Exchange Funds required in respect of the Election Forms received from holders of the Company Common Stock pursuant to Section 2.2, and in respect of the holders of No-Election Shares shall receive the Exchange Funds as set forth herein.

Exchange Agent; Exchange Funds. Immediately prior to the Effective Time, CSLC shall deposit (or cause to be deposited) with ChaseMellon Shareholder Services, L.L.C., or such other bank or trust company designated by CSLC (and reasonably acceptable to the Company) (the "Exchange Agent"), for the benefit of the holders of the Company Common Stock, for exchange in accordance with this Article II, (i) the aggregate cash (the "Cash Exchange Fund") and (ii) the aggregate number of Convertible Securities (the "Convertible Securities Exchange Fund", and together with the Cash Exchange Fund, the "Exchange Funds"), in each case payable in the Merger to holders of the Company Common Stock. Subject to the proration provisions of Section 2.3, 2.3 and the provisions of Section 2.1(c), the Exchange Agent, pursuant to irrevocable instructions from CSLC, promptly shall make the deliveries of the Exchange Funds required in respect of the Election Forms received from holders of the Company Common Stock pursuant to Section 2.2, and in respect of the holders of No-Election Shares shall receive the Exchange Funds as set forth herein.