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 or cause to be delivered, in trust, to Xxxxx Fargo Bank, N.A. (the "Paying Agent"), for the benefit of the holders of shares of Common Stock at the Effective Time, sufficient funds for timely payment of the aggregate Merger Consideration (such cash being hereinafter referred to as the "Consideration Fund") to be paid pursuant to this Section 3.2 in respect of Certificates and Book-Entry Shares, assuming no Dissenting Shares. In the event the Consideration Fund shall be insufficient to pay the aggregate Merger Consideration contemplated by Section 3.1, Parent shall promptly deliver, or cause to be delivered, additional funds to the Paying Agent in an amount that is equal to the deficiency in the amount required to make such payments.

Exchange of Certificates and Book Entry Shares. (a) At or prior to the Closing, Parent shall deliver or cause to be delivereddeliver, in trust, to Xxxxx Fargo Bank, N.A. a paying agent reasonably acceptable to the Company (the "“Paying Agent"”), for the benefit of the holders of shares of Common Stock at the Effective Time, sufficient funds for timely payment of the aggregate Merger Consideration (such cash being hereinafter referred to as the "“Consideration Fund"”) to be paid pursuant to this Section 3.2 4.2 in respect of Certificates and Book-Entry Shares, assuming no Dissenting SharesShares and all amounts payable under Section 4.4. In the event the Consideration Fund shall be insufficient to pay the aggregate Merger Consideration contemplated by Section 3.14.1 and all amounts payable under Section 4.4, Parent shall promptly deliver, or cause to be delivered, additional funds to the Paying Agent in an amount that is equal to the deficiency in the amount required to make such payments.

Exchange of Certificates and Book Entry Shares. (a) At or prior to the Closing, Parent shall deliver or cause to be delivereddeliver, in trust, to Xxxxx Fargo Bank, N.A. Mellon Investor Services L.L.C. (the "“Paying Agent"”), for the benefit of the holders of shares of Common Stock at the Effective Time, sufficient funds for timely payment of the aggregate Merger Consideration (such cash being hereinafter referred to as the "“Consideration Fund"”) to be paid pursuant to this Section 3.2 in respect of Certificates and Book-Entry Shares, assuming no Dissenting Shares. In the event the Consideration Fund shall be insufficient to pay the aggregate Merger Consideration contemplated by Section 3.1, Parent shall promptly deliver, or cause to be delivered, additional funds to the Paying Agent in an amount that is equal to the deficiency in the amount required to make such payments.

Exchange of Certificates and Book Entry Shares. (a) At or prior to the Closing, Parent shall deliver or cause to be delivereddeliver, in trust, to Xxxxx Fargo Bank, N.A. a paying agent reasonably acceptable to the Company (the "“Paying Agent"”), for the benefit of the holders of shares of Common Stock at the Effective Time, sufficient funds for timely payment of the aggregate Merger Consideration (such cash being hereinafter referred to as the "“Consideration Fund"”) to be paid pursuant to this Section 3.2 in respect of Certificates and Book-Entry Shares, assuming no excluding the Dissenting Shares. In the event the Consideration Fund shall be insufficient to pay the aggregate amount of Merger Consideration contemplated by payable under Section 3.1, Parent shall promptly deliver, or cause to be delivered, additional funds to the Paying Agent in an amount that is equal to the deficiency in the amount required to make such payments.