Common use of Exchange of Certificates; Exchange Agent and Exchange Procedures Clause in Contracts

Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) Prior to the Merger Closing, VIALOG will deposit or cause to be deposited with a bank, trust company or other Entity designated by VIALOG (the "Exchange Agent"), for the benefit of the holders of Shares for exchange in accordance with this Article, through the Exchange Agent, the stock portion of the Merger Consideration multiplied by the number of all Shares issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.1(b)) (said number of Shares less Shares to be canceled to be referred to as the "Net Shares"), and within one (1) business day of the Public Offering Closing Date, a check or checks representing next day funds from the Underwriter in (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, wire transfer of) an amount equal to the Cash Merger Consideration multiplied by the number of Net Shares plus cash in an amount sufficient to make payment for fractional shares, in exchange for all of the outstanding Shares (collectively the "Exchange Fund"). The Exchange Agent will, pursuant to irrevocable instructions from VIALOG, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b). The Exchange Fund will not be used for any other purposes. Any interest, dividends or other income earned by the Exchange Fund will be for the account of VIALOG.

Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) Prior to the Merger Closing, VIALOG will deposit or cause to be deposited with a bank, trust company or other Entity designated by VIALOG (the "Exchange Agent"), for the benefit of the holders of Shares for exchange in accordance with this Article, through the Exchange Agent, the stock portion of the Merger Consideration multiplied by the number of all Shares issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.1(b)) (said number of Shares less Shares to be canceled to be referred to as the "Net Shares"), and within one (1) business day of the Public Offering Financing Closing Date, a check or checks representing next day funds from the Underwriter in (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, wire transfer of) an amount equal to the Cash Merger Consideration multiplied by the number of Net Shares plus cash in an amount sufficient to make payment for fractional shares, in exchange for all of the outstanding Shares (collectively the "Exchange Fund"). The Exchange Agent will, pursuant to irrevocable instructions from VIALOG, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b). The Exchange Fund will not be used for any other purposes. Any interest, dividends or other income earned by the Exchange Fund will be for the account of VIALOG.