Common use of Investment of Exchange Fund Clause in Contracts

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsFund.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis; provided, that no such investment or loss thereon shall affect the amounts payable to former shareholders of the Company after the Effective Time pursuant to this Article II. Any interest and other income resulting from such investments investment shall be paid to Parent upon termination become a part of the Exchange Fund and any amounts in excess of the amounts payable pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent this Article II shall promptly deposit cash into the Exchange Fund in an amount which is equal be paid to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to former stockholders of the Company after the Effective Time pursuant to this Article II. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable pursuant to this Article II shall promptly be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to Company shareholders pursuant to this Article II. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to Company shareholders pursuant to this Article II shall promptly be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. No such investment or any loss thereon shall affect the amounts payable pursuant to this Article II. Parent upon termination of shall take actions necessary to ensure that the Exchange Fund pursuant to Section 2.2(f). In the event the includes at all times cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal sufficient for the Paying Agent to pay the deficiency Merger Consideration in the amount of cash required to fully satisfy such payment obligationsaccordance with this Agreement.

Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination and be income of the Exchange Fund pursuant to Section 2.2(f)Parent. In the event If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. ; provided that no such investment or loss thereon shall affect the amounts payable to holders of shares of Company Common Stock pursuant to this Article I. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to the holders of shares of Company Common Stock pursuant to this Article I shall promptly be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. ; provided that no such investment or loss thereon shall affect the amounts payable to Company stockholders pursuant to this Article I. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to Company stockholders pursuant to this Article I shall promptly be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis; provided, however, that no such investment or loss thereon shall affect the amounts payable to holders of Certificates pursuant to this Section 1.8. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to holders of Certificates pursuant to this Section 1.8 shall promptly be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basisbasis provided that no such investment or loss thereon shall affect the amounts payable to former stockholders of Xxxxxx after the Effective Time pursuant to this Article II. Any interest and other income resulting from such investments investment shall be paid to Parent upon termination become a part of the Exchange Fund and any amounts in excess of the amounts payable pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent this Article II shall promptly deposit cash into the Exchange Fund in an amount which is equal be paid to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Paying Agent shall invest any ---------------------------- cash included in the Exchange Fund, as directed by Parent, on a daily basis. If for any reason (including losses) the Exchange Fund is inadequate to pay the amounts to which holders of Company Capital Stock shall be entitled under this Article II, Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Exchange Fund shall not be used except as provided in this Agreement. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f3.3(e). In the event the ; provided that nothing herein shall limit Parent's obligation to ensure that an amount of cash in the Exchange Fund shall be insufficient sufficient to fully satisfy pay all amounts due holders of the payment obligations Certificates upon surrender to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal pursuant to the deficiency in the amount provisions of cash required to fully satisfy such payment obligationsthis Article III.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be the property of, and shall be paid to, Parent. Any losses resulting from such investments shall not in any way diminish Parent’s and Merger Sub’s obligation to Parent upon termination pay the full amount of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsMerger Consideration.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basisbasis within the guidelines set forth in Section 2.2(a). Any interest and other income resulting from such investments shall will be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, in direct obligations of the U.S. Treasury or otherwise with the consent of the Company (which consent shall not be unreasonably withheld or delayed), on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid as directed by Parent. To the extent that there are losses with respect to such investments, Parent upon termination shall promptly replace or restore the portion of the Exchange Fund pursuant lost through investments so as to Section 2.2(f). In the event the cash in ensure that the Exchange Fund shall be insufficient is maintained at a level sufficient to fully satisfy make all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash payments required to fully satisfy such payment obligationsunder this Article II.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis, provided, that no such investment or loss thereon shall affect the amounts payable to former shareholders of the Company after the Effective Time pursuant to this Article II. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable pursuant to this Article II shall promptly be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included balances in the Exchange FundFund as a result of Section 2.2(c), as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f2.3(e). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.

Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. ; provided that no such investment or loss thereon shall affect the amounts payable to Company stockholders pursuant to this Article I. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to Company stockholders pursuant to this Article I shall promptly be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis, provided that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable pursuant to the provisions of this Article II. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by ParentParent (provided that such cash shall be invested only in high quality short-term instruments with low risk of loss of principal), on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and or other income resulting from such investments shall be paid to Parent Parent, upon demand. Until the termination of the Exchange Fund pursuant to Section 2.2(f2.2(h). In , if for any reason (including any losses arising from the event investment of the Exchange Fund) the cash in the Exchange Fund shall be is insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall will promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. ; provided that no such investment or loss thereon shall affect the amounts payable to Company stockholders pursuant to this Article I. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to Company stockholders pursuant to this Article I shall be paid to Parent upon termination as soon as practicable at the end of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationseach calendar month.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. ; provided that no such investment or loss thereon shall affect the amounts payable to Company members pursuant to this Article I. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to Company members pursuant to this Article I shall promptly be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be the property of, and shall be paid to, Parent. Any losses resulting from such investments shall not in any way diminish Parent’s and Merger Sub’s obligation to Parent upon termination pay the full amount of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsClosing Merger Consideration.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund in Permitted Investments as directed by Parent, Parent on a daily basisbasis from time to time. Any interest and or other income resulting from such investments shall be paid to Parent Parent, upon termination of the Exchange Fund pursuant to Section 2.2(f)demand. In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunderunder this Article 2, Parent shall promptly deposit cash into the Exchange Fund in an amount which that is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, the Parent on a daily basis. ; provided that no such investment or loss thereon shall affect the amounts payable to stockholders of the Company pursuant to this Article I. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to stockholders of the Company pursuant to this Article I shall promptly be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Parent shall take all actions necessary to ensure that the Exchange Fund includes at all times cash sufficient to satisfy Parent’s obligations under Section 4.1(a). Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f4.2(d). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.

Investment of Exchange Fund. The Exchange Agent shall invest any --------------------------- cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f2.3(e). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f2.3(e). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, then Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.

Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, on a daily basisXxxxxx. Any interest and other income resulting from such investments shall be paid to Parent upon termination and be income of the Exchange Fund pursuant to Section 2.2(f)Parent. In the event If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations.

Investment of Exchange Fund. The Exchange Agent shall --------------------------- invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f2.3(e). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basisbasis in overnight bank deposits, bankers’ acceptances or other deposits available for withdrawal on demand at any commercial bank that is a member of the Federal Reserve System having combined capital and surplus of not less than $500 million. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any ---------------------------- cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund property of, and shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunderpaid to, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, in direct obligations of the U.S. Treasury on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall will invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall as directed by Parent on a daily basis; provided, however, that no such investment or losses will affect the cash payable to holders of Share Certificates or the Eligible Option Holders. Any interest or other amounts received with respect to such investments will be insufficient paid to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. ; provided, however, that no such investment or loss thereon shall affect the amounts payable to Company stockholders pursuant to this Article I. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to Company stockholders pursuant to this Article I shall promptly be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination Parent; provided, however, that no investment of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by relieve Parent or the Exchange Agent hereunderfrom promptly making the payments required by this ‎Article 2, and following any losses from any such investment, Parent shall promptly deposit provide additional cash into funds to the Exchange Fund in an amount which is equal to Agent for the deficiency benefit of the holders of shares of Company Common Stock at the Effective Time in the amount of cash required such losses, which additional funds will be deemed to fully satisfy such payment obligationsbe part of the Exchange Fund.

Investment of Exchange Fund. The Exchange Agent Agent, if so --------------------------- directed by PARENT, shall invest any cash included in the Exchange Fund, as directed in obligations of the United States government or any agent or instrumentality thereof, or in obligations that are qualified or insured by Parent, on a daily basisthe United States government or any agency or instrumentality thereof. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f)PARENT. In the event the of any realized loss on any investment of cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunderFund, Parent PARENT shall promptly thereafter deposit cash into the in such Exchange Fund cash in an amount which is equal necessary to the deficiency in the amount of cash required to fully satisfy make up such payment obligationsloss.

Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, as directed by ParentXxxxxx, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination (net of any applicable withholding Taxes). No such investment or any loss thereon shall affect the amounts payable pursuant to this Article II. Parent shall take actions necessary to ensure that the Exchange Fund pursuant to Section 2.2(f). In the event the includes at all times cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal sufficient for the Paying Agent to pay the deficiency Merger Consideration in the amount of cash required to fully satisfy such payment obligationsaccordance with this Agreement.

Investment of Exchange Fund. The Exchange Agent shall may invest any cash included in the Exchange FundFund in deposit accounts or short-term money market instruments, as directed by the Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to the Parent. The Parent upon termination shall deposit with the Exchange Agent as part of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to any loss AGREEMENT AND PLAN OF MERGER of principal resulting from such investments promptly after the deficiency in the amount incurrence of cash required to fully satisfy such payment obligationsa loss.

Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination Parent. In no event, however, shall such investment or any such payment of interest or income delay the receipt by holders of Certificates or Book-Entry Shares of the Exchange Fund pursuant to Section 2.2(f)Merger Consideration, or otherwise impair such holders’ rights hereunder. In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all Table of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.Contents

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Per Share Amount as contemplated hereby, Parent upon termination shall promptly replace or restore the portion of the Exchange Fund pursuant lost through investments or other events so as to Section 2.2(f). In the event the cash in ensure that the Exchange Fund shall be insufficient is, at all times, maintained at a level sufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy make such payment obligationspayments.

Investment of Exchange Fund. The Exchange Agent shall --------------------------- invest any the cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f2.3(e). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.

Investment of Exchange Fund. The Exchange Agent shall invest any --------------------------- cash included in the Exchange Fund, as directed by Parent, on a daily basis, provided that no such investment or loss thereon shall affect the amounts payable or the timing of the amounts payable pursuant to the provisions of this Article II. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. ; provided that no such investment or loss thereon shall affect the amounts payable to Company stockholders pursuant to this Article I. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to Company stockholders pursuant to this Article I shall promptly be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.the

Investment of Exchange Fund. The Exchange Agent shall invest any cash included deposited by Parent in lieu of fractional Parent Shares to be issued or paid in consideration therefor in the Exchange Fund, Fund as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f)Parent. In the event If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations.

Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, as directed by ParentPxxxxx, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination (net of any applicable withholding Taxes). No such investment or any loss thereon shall affect the amounts payable pursuant to this Article II. Parent shall take actions necessary to ensure that the Exchange Fund pursuant to Section 2.2(f). In the event the includes at all times cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal sufficient for the Paying Agent to pay the deficiency Merger Consideration in the amount of cash required to fully satisfy such payment obligationsaccordance with this Agreement.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by ParentParent (but subject to the approval of the Company (prior to the Effective Time) or the Stockholders’ Representatives (following the Effective Time), not to be unreasonably withheld or delayed), on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f1.7(e). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. ; provided that no such investment or loss thereon shall affect the amounts payable to Company shareholders pursuant to this Article I. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to Company shareholders pursuant to this Article I shall promptly be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis. ; provided that no such investment or loss thereon shall affect the amounts payable to holders of shares of Company Common Stock pursuant to this Article I. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to the holders of shares of Company Common Stock pursuant to this Article I shall promptly be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, Fund as directed by ParentParent in direct obligations of the U.S. Treasury, on a daily basis. Any interest and other income resulting from such investments shall will be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f)Parent. In the event If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations.

Investment of Exchange Fund. The Exchange Agent shall will invest any --------------------------- cash included in the Exchange FundFund from time to time, as directed by Parent, on a daily basisin short term money market assets or similar securities. Any interest and other income resulting from such investments shall will be paid payable to Parent upon termination on demand and will be the sole property of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, as directed by Parent, in interest-bearing savings accounts, certificates of deposit, short-term U.S. Treasury funds or money market funds on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f2.3(d). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.

Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid If, subject to Parent upon termination the first sentence of the Exchange Fund pursuant to Section 2.2(f2.02(a). In the event , for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Paying Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required such insufficiency. Any interest and other income resulting from such investments shall be paid to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f2.3(e). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, then Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations.. (h)

Investment of Exchange Fund. The Exchange Agent shall invest any the cash included in the Exchange Fund, Fund as directed by Parent, Parent on a daily basis; provided, however, that if any such investment or loss thereon shall affect the amounts payable to the Stockholders pursuant to Section 1.6 hereof, Parent shall pay in cash the full amount of such shortfall. Any interest and other income resulting from such investments investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to the Stockholders pursuant to Section 1.6 hereof shall promptly be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such payment obligationsParent.

Investment of Exchange Fund. The Exchange Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, Parent on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f)Parent. In the event If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunderhereunder (but subject to Sections 2.02(d) and 2.02(e)), Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations.