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, Parent shall deliver, in trust, to a paying agent mutually agreed upon by Parent and the Company (the “Paying Agent”), for the benefit of the holders of shares of Common Stock and the holders of Stock Options at the Effective Time, sufficient funds for timely payment of (i) the aggregate Merger Consideration to be paid pursuant to this Section 3.2 in respect of Certificates and Book-Entry Shares, assuming no Dissenting Shares plus (ii) the aggregate Option Consideration to be paid pursuant to Section 3.4 in respect of the Stock Options (such cash being hereinafter referred to as the “Consideration Fund”). In the event the Consideration Fund shall be insufficient to pay the aggregate Merger Consideration contemplated by Section 3.1 and the Option Consideration contemplated by Section 3.4, 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, Parent Merger Sub shall deliver, in trust, to a paying agent mutually agreed upon by Parent and reasonably acceptable to the Company (the “Paying Agent”), for the benefit of the holders of shares of Common Stock Stock, Options and the holders of Stock Options RSUs at the Effective Time, sufficient funds for timely payment of (i) the aggregate Merger Consideration to be paid pursuant to this Section 3.2 in respect of Certificates and Book-Entry Shares, assuming no Dissenting Shares plus (ii) Shares, and the aggregate Option Equity Award Consideration to be paid pursuant to payable under Section 3.4 in respect of the Stock Options (such cash being hereinafter referred to as the “Consideration Fund”), to be paid pursuant to this Section 3.2. In the event the Consideration Fund shall be insufficient to pay the aggregate Merger Consideration contemplated by Section 3.1 and the Option aggregate Equity Award Consideration contemplated by payable under Section 3.4, Merger Sub or 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.