Common use of Exchange of Certificates and Book Entry Shares Clause in Contracts

Exchange of Certificates and Book Entry Shares. (a) At or prior to the Closing, the Parent shall deliver, in trust, to Xxxxx Fargo Bank, N.A. (the “Paying Agent”), for the benefit of the Company Stockholders at the Effective Time, sufficient funds for timely payment of the aggregate Merger Consideration (such cash hereinafter referred to as “Consideration Fund”). In the event the Consideration Fund shall be insufficient to pay the aggregate Merger Consideration contemplated by Section 3.1 (including with respect to former Dissenting Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Shares under Section 262 of the DGCL), the Parent shall promptly deliver, or cause to be delivered, additional funds to the Paying Agent in an amount that is equal to the deficiency required to make such payments.

Exchange of Certificates and Book Entry Shares. (a) At or prior to the Closing, the Parent Purchaser shall deliver, in trust, to Xxxxx Fargo Bank, N.A. Securities Transfer Corporation (the “Paying Agent”), for the benefit of the Company Stockholders at the Effective Time, sufficient funds for timely payment of the aggregate Merger Consideration (such cash hereinafter referred to as “Consideration Fund”). In the event the Consideration Fund shall be insufficient to pay the aggregate Merger Consideration contemplated by Section 3.1 (including with respect to former Dissenting Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Shares under Section 262 11-4 of the DGCLNJBCA), the Parent Purchaser shall promptly deliver, or cause to be delivered, additional funds to the Paying Agent in an amount that is equal to the deficiency required to make such payments.

Exchange of Certificates and Book Entry Shares. (a) At or prior to the Closing, the Parent shall deliver, in trust, to Xxxxx Fargo Bank, N.A. a paying agent designated by Purchaser (the “Paying Agent”), for the benefit of the Company Stockholders holders of Shares at the Effective Time, sufficient funds for timely payment of the aggregate Merger Consideration (such cash hereinafter referred to as the “Consideration Exchange Fund”). In the event the Consideration Exchange Fund shall be insufficient to pay the aggregate Merger Consideration contemplated by Section 3.1 4.1(a) (including with respect to former Dissenting Shares held by stockholders of the Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Shares under Section 262 of the DGCL), the Parent shall promptly deliver, or cause to be delivered, additional funds to the Paying Agent in an amount that is equal to the deficiency required to make such payments.