Common use of Exchange of Certificates Representing Common Stock Clause in Contracts

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, the Purchaser and the Parent shall appoint a commercial bank or trust company having net capital of not less than $100,000,000 and which is reasonably satisfactory to the Company, to act as paying agent hereunder (the "Paying Agent") for payment of the Merger Consideration upon surrender of certificates representing Shares ("Certificates"). The Purchaser and the Parent shall, or shall cause the Surviving Corporation to provide the Paying Agent with cash in amounts necessary to pay for all the shares of Common Stock pursuant to Section 3.1(c) and to make all payments in connection with the Options as to which payments are due pursuant to Section 3.1(e), as and when such amounts are needed by the Paying Agent. Such amounts shall hereinafter be referred to as the "Exchange Fund."

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, the Purchaser and the Parent shall appoint a commercial bank or trust company having net capital of not less than $100,000,000 and which is reasonably satisfactory to the Company100,000,000, to act as paying agent hereunder (the "Paying Agent") for payment of the Merger Consideration upon surrender of certificates representing Shares ("Certificates"). The Purchaser and the Parent shall, or the Parent shall cause the Surviving Corporation to or any other direct or indirect subsidiary of the Parent to, provide the Paying Agent with cash in amounts necessary to pay for all the shares of Common Stock pursuant to Section 3.1(c) and to make all payments in connection with the Options as to which payments are due pursuant to Section 3.1(e), as and when such amounts are needed by the Paying Agent. Such amounts shall hereinafter be referred to as the "Exchange Fund."

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, the Purchaser and the Parent shall appoint a commercial bank or trust company having net capital of not less than $100,000,000 and which is reasonably satisfactory to the Company100,000,000, to act as paying agent hereunder (the "Paying Agent") for payment ------------ of the Merger Consideration upon surrender of certificates representing Shares ("Certificates"). The Purchaser and the Parent shall, or the Parent shall cause the Surviving ------------ Corporation to or any other direct or indirect subsidiary of the Parent to, provide the Paying Agent with cash in amounts necessary to pay for all the shares of Common Stock pursuant to Section 3.1(c) and to make all payments in connection with the Options as to which payments are due pursuant to Section 3.1(e), as and when such amounts are needed by the Paying Agent. Such amounts shall hereinafter be referred to as the "Exchange Fund."" -------------