Common use of Exchange of Certificates Payment for Shares Clause in Contracts

Exchange of Certificates Payment for Shares. (a) The Surviving Company shall act as exchange agent for the Holders and the Wellsford Holder in connection with the Merger. Immediately prior to the Effective Time, and subject to the deposit by the Company in a Company account of the proceeds of the Company Loan, Parent shall deposit, or cause to be deposited in such Company account for the benefit of the Holders (other than Dissenting Shares and shares to be canceled pursuant to Sections 3.2(f) and (g)) (x) an amount in cash equal to the Cash Consideration (minus an amount equal to the proceeds of the Company Loan) payable pursuant to this Article III, less (A) the Cash Holdback to be deposited with the Escrow Agent pursuant to Section 9.1, (B) the FR Cash Holdback to be deposited with the Escrow Agent pursuant to Section 9.1 and (C) the Stockholder Representatives Indemnity to be deposited with Bryan Cave LLP pursuant to Section 9.5, and (y) a certificate represexxxxx xxx shares of Parent Common Stock being issued hereunder less the Share Holdback and the FR Share Holdback (such cash funds and certificate so deposited with or for the account of the Company, the "Payment Fund"). Such funds held by the Company shall not be used for any purpose except as expressly provided in this Agreement. Any interest, dividends or other income earned from investment of the cash portion of the Payment Fund shall be for the account of the Surviving Company. Such cash portion of the Payment Fund shall (i) be deposited in interest-bearing money market or custodial accounts at Wachovia Bank, N.A., US Trust Company, N.A., JPMorgan Chase Bank, the Bank of New York, N.A., or Key Bank, N.A. or (ii) invested in obligations of, or guaranteed by, the United States of America, in commercial paper obligations receiving the highest investment grade rating from both Moody's Investors Services, Inc. and Standard & Poor's, a division of XxXxxx Hill, Inc., or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 (collectively, "Permitted Investments"); provided, however, that the maturities of Permitted Investments shall be such as to permit the Surviving Company to make prompt payment to the holders of shares of Company Common Stock or Company Preferred Stock pursuant to the Merger.

Exchange of Certificates Payment for Shares. (a) The Surviving Paying Agent. Prior to the Acceptance Time, Parent shall designate Computershare Investor Services or another U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which such holders shall become entitled pursuant to this Agreement. Without limiting the generality of Section 1.01(c) or Section 5.02(b), as soon as practicable on the Business Day that immediately follows the date on which the Offer expires and following the Acceptance Time, (i) first Parent shall deposit with the Paying Agent, in immediately available funds, the Parent Payment and (ii) immediately following the deposit of the Parent Payment, the Company shall act as exchange agent for the Holders and the Wellsford Holder in connection deposit with the Merger. Immediately Paying Agent, in immediately available funds, the Company Contribution (it being agreed that the Company shall have no obligation to deposit the Company Contribution earlier than immediately prior to the Effective Time, ). All funds deposited with the Paying Agent by Parent and subject the Company (the “Exchange Fund”) shall be for the benefit of the holders of Shares that Sub becomes obligated to purchase pursuant to the deposit by Offer and for the Company in a Company account benefit of the proceeds holders of Shares that are entitled to receive the Merger Consideration. For purposes of determining the aggregate amount to be so deposited, Parent shall assume that no stockholder of the Company Loanshall perfect any right to appraisal of his, her or its Shares. In the event the Exchange Fund shall be insufficient to make the payments contemplated by Section 1.01(a) and this Article II, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount sufficient to make such payments. Funds made available to the Paying Agent shall be invested by the Paying Agent, as directed by Parent, in short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to Section 1.01(a) or this Article II; provided, that no investment of such deposited in funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by Section 1.01(a) or this Article II, and following any losses from any such Company account investment, Parent shall promptly provide additional funds to the Paying Agent, for the benefit of the Holders (other than Dissenting Shares holders Table of Contents of Shares, in the amount of such losses, which additional funds will be held and shares to be canceled pursuant to Sections 3.2(f) and (g)) (x) an amount disbursed in cash equal to the Cash Consideration (minus an amount equal to the proceeds of the Company Loan) payable pursuant to this Article III, less (A) the Cash Holdback to be same manner as funds initially deposited with the Escrow Paying Agent pursuant to make the payments contemplated by Section 9.11.01(a) and this Article II. Any interest or income produced by such investments will be payable to Sub or Parent, (B) as Parent directs. Parent shall direct the FR Cash Holdback Paying Agent to be deposited with hold the Escrow Agent pursuant to Section 9.1 and (C) the Stockholder Representatives Indemnity to be deposited with Bryan Cave LLP pursuant to Section 9.5, and (y) a certificate represexxxxx xxx shares of Parent Common Stock being issued hereunder less the Share Holdback and the FR Share Holdback (such cash funds and certificate so deposited with or Exchange Fund for the account benefit of the Company, former holders of Shares and to make payments from the "Payment Fund"Exchange Fund in accordance with Section 1.01(a) and Section 2.02(b). Such funds held by the Company The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 1.01(a) or Section 2.02(b), except as expressly provided for in this Agreement. Any interest, dividends or other income earned from investment of the cash portion of the Payment Fund shall be for the account of the Surviving Company. Such cash portion of the Payment Fund shall (i) be deposited in interest-bearing money market or custodial accounts at Wachovia Bank, N.A., US Trust Company, N.A., JPMorgan Chase Bank, the Bank of New York, N.A., or Key Bank, N.A. or (ii) invested in obligations of, or guaranteed by, the United States of America, in commercial paper obligations receiving the highest investment grade rating from both Moody's Investors Services, Inc. and Standard & Poor's, a division of XxXxxx Hill, Inc., or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 (collectively, "Permitted Investments"); provided, however, that the maturities of Permitted Investments shall be such as to permit the Surviving Company to make prompt payment to the holders of shares of Company Common Stock or Company Preferred Stock pursuant to the Merger.

Exchange of Certificates Payment for Shares. (a) The Surviving Company Prior to the Effective Time, Parent or Merger Subsidiary shall designate First Union National Bank or such other paying agent mutually agreed to by the parties hereto (the "Paying Agent") to act as exchange paying agent for the Holders holders of shares of Company Common Stock and the Wellsford Holder Company Preferred Stock in connection with the Merger, and shall enter into an agreement providing for the matters set forth in this Section 2.2, Section 2.9 and Section 8.3 and such other matters as may be appropriate, the form and terms of which are reasonably satisfactory to the Company, for the payment of the Common Stock Merger Consideration and the Preferred Stock Merger Consideration. Immediately prior to the Effective Time, and subject to the deposit by the Company in a Company account of the proceeds of the Company Loan, Parent or Merger Subsidiary shall deposit, or shall cause to be deposited in such Company deposited, with or for the account of the Paying Agent, for the benefit of the Holders holders of shares of Company Common Stock and Company Preferred Stock (other than Dissenting Shares and shares to be canceled pursuant to Sections 3.2(f2.1(d) and (ge)) (x) ), an amount in cash equal to the Cash aggregate Initial Common Stock Merger Consideration (minus an amount equal to the proceeds of the Company Loan) and Initial Preferred Stock Merger Consideration payable pursuant to this Article IIISection 2.2, less (A) the Cash Holdback to be deposited with the Escrow Agent pursuant to Section 9.1, (B) the FR Cash Holdback to be deposited with the Escrow Agent pursuant to Section 9.1 and (C) the Stockholder Representatives Indemnity to be deposited with Bryan Cave LLP pursuant to Section 9.5, and (y) a certificate represexxxxx xxx shares of Parent Common Stock being issued hereunder less the Share Holdback and the FR Share Holdback 8.1 (such cash funds and certificate so deposited with or for the account of the Companyfunds, the "Payment Fund"). Such funds held by the Company shall not be used for any purpose except as expressly provided in this Agreement. Any interest, dividends or other income earned from investment of the cash portion of the Payment Fund shall be for the account of the Surviving CompanyCorporation. Such cash portion At the direction of Parent, the Paying Agent may invest the Payment Fund shall (i) be deposited in interest-bearing money market or custodial accounts at Wachovia Bank, N.A., US Trust Company, N.A., JPMorgan Chase Bank, the Bank of New York, N.A., or Key Bank, N.A. or (ii) invested in obligations of, or guaranteed by, the United States of America, in commercial paper obligations receiving the highest investment grade rating from both Moody's Investors Services, Inc. Xxx. and Standard & Poor's, a division of XxXxxx McGraw Hill, Inc., or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 100,000,000 (collectively, "Permitted Investments"); provided, however, that the maturities of Permitted Investments shall be such as to permit the Surviving Company Paying Agent to make prompt payment to the holders of shares of Company Common Stock or Company Preferred Stock pursuant to the Merger. Such funds held by the Paying Agent shall not be used for any purpose except as expressly provided in this Agreement.

Exchange of Certificates Payment for Shares. (a) The Surviving Company shall act as exchange agent for the Holders and the Wellsford Holder in connection with the MergerPaying Agent. Immediately prior Prior to the Effective Time, and subject Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which such holders shall become entitled pursuant to this Agreement. Prior to the Effective Time, Parent shall deposit by with the Company Paying Agent, in immediately available funds, a Company account cash amount equal to the sum of the proceeds Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be for the benefit of the holders of Shares that are entitled to receive the Merger Consideration. For purposes of determining the aggregate amount to be so deposited, Parent shall assume that no stockholder of the Company Loanshall perfect any right to appraisal of such stockholder or its Shares. In the event the Exchange Fund shall be insufficient to make the payments contemplated by Section 2.01(a)(i) and this Section 2.02, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount sufficient to make such payments. Funds made available to the Paying Agent may be invested by the Paying Agent, as directed by Parent, but only in short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than 30 days or in commercial paper obligations rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Paying Agent to the holders of Shares pursuant to Section 2.01(a)(i) and Section 2.02; provided, that no investment of such deposited in funds shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by Section 2.01(a)(i) and this Section 2.02, and following any losses from any such Company account investment, Parent shall promptly provide additional funds to the Paying Agent, for the benefit of the Holders (other than Dissenting Shares holders of Shares, in the amount of such losses, which additional funds will be held and shares to be canceled pursuant to Sections 3.2(f) and (g)) (x) an amount disbursed in cash equal to the Cash Consideration (minus an amount equal to the proceeds of the Company Loan) payable pursuant to this Article III, less (A) the Cash Holdback to be same manner as funds initially deposited with the Escrow Paying Agent pursuant to make the payments contemplated by Section 9.12.01(a)(i) and Section 2.02. Any interest or income produced by such investments will be payable to Sub or Parent, (B) as Parent directs. Parent shall direct the FR Cash Holdback Paying Agent to be deposited with hold the Escrow Agent pursuant to Section 9.1 and (C) the Stockholder Representatives Indemnity to be deposited with Bryan Cave LLP pursuant to Section 9.5, and (y) a certificate represexxxxx xxx shares of Parent Common Stock being issued hereunder less the Share Holdback and the FR Share Holdback (such cash funds and certificate so deposited with or Exchange Fund for the account benefit of the Company, former holders of Shares and to make payments from the "Payment Fund")Exchange Fund in accordance with Section 2.01(a)(i) and Section 2.02. Such funds held by the Company The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 2.01(a)(i) or Section 2.02, except as expressly provided for in this Agreement. Any interest, dividends or other income earned from investment of the cash portion of the Payment Fund shall be for the account of the Surviving Company. Such cash portion of the Payment Fund shall (i) be deposited in interest-bearing money market or custodial accounts at Wachovia Bank, N.A., US Trust Company, N.A., JPMorgan Chase Bank, the Bank of New York, N.A., or Key Bank, N.A. or (ii) invested in obligations of, or guaranteed by, the United States of America, in commercial paper obligations receiving the highest investment grade rating from both Moody's Investors Services, Inc. and Standard & Poor's, a division of XxXxxx Hill, Inc., or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 (collectively, "Permitted Investments"); provided, however, that the maturities of Permitted Investments shall be such as to permit the Surviving Company to make prompt payment to the holders of shares of Company Common Stock or Company Preferred Stock pursuant to the Merger.