Common use of Investment of Payment Fund Clause in Contracts

Investment of Payment Fund. The Paying Agent shall invest the Payment Fund as directed by Parent; provided, that such investments shall be in obligations of or guaranteed by the United States of America in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. Any such investment shall be for the benefit, and at the risk, of Parent, and any interest or other income resulting from such investment shall be for the benefit of Parent; provided, that no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Common Stock immediately prior to the Effective Time and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of such holders of Common Stock in the amount of any such losses to the extent necessary to satisfy the obligations of Parent and the Surviving Corporation under Section 2.1(c)(i) and Section 2.2.

Investment of Payment Fund. The Paying Agent shall invest the Payment Fund as directed by Parent; provided, that such investments investment shall be in obligations of of, or guaranteed by by, the United States of America America, in commercial paper obligations of issuers organized under the Law of a state of the United States of America, rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s CorporationRatings Service, respectively, or in certificates of deposit, bank repurchase agreements or banker’s bankers’ acceptances of commercial banks with capital exceeding $1 10 billion, or in money market mutual funds having a rating investing solely in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing such assets and, in any such case, no such instrument shall have a maturity exceeding three (3) months. Any such investment shall be for the benefit, and at the risk, of Parent, and any interest or other income resulting from such investment shall be for the benefit of Parent; provided, that no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Common Stock immediately prior to the Effective Time hereunder and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of such the holders of Common Stock, Company Options and Company Stock Awards immediately prior to the Effective Time in the amount of any such losses to the extent necessary to satisfy the obligations of Parent and the Surviving Corporation under Section 2.1(c)(i) and Section 2.2this Article II.

Investment of Payment Fund. The Paying Agent shall may invest the Payment Fund only as directed by Parent; provided, provided that such investments investment shall be in obligations of of, or guaranteed by by, the United States of America America, in commercial paper obligations of issuers organized under the Law of a state of the United States of America, rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s CorporationRatings Service, respectively, or in certificates of deposit, bank repurchase agreements or banker’s bankers’ acceptances of commercial banks with capital exceeding $1 5 billion, or in money market mutual funds having a rating investing solely in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing such assets and, in any such case, no such instrument shall have a maturity exceeding three (3) months. Any such investment shall be for the benefit, and at the risk, of Parent, and any interest or other income resulting from such investment shall be for the benefit of Parent; provided, provided that no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Common Stock immediately prior to the Effective Time hereunder and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of such the holders of Common Stock and Series B Preferred Stock immediately prior to the Effective Time in the amount of any such losses to the extent necessary to satisfy the obligations of Parent and the Surviving Corporation under Section 2.1(c)(i) and Section 2.2this Article II.

Investment of Payment Fund. The Paying Agent shall invest the Payment Fund as directed by Parent; provided, that such investments shall be in obligations of or guaranteed by the United States of America in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. Any such investment shall be for the benefit, and at the risk, of Parent, and any interest or other income resulting from such investment shall be for the benefit of Parent, and any amounts in excess of the aggregate amounts payable under Section 2.1(c)(i) and Section 2.2 shall be returned to Parent in accordance with Section 2.2(i); provided, that no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Common Stock Shares immediately prior to the Effective Time and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of such holders of Common Stock Shares in the amount of any such losses to the extent necessary to satisfy the obligations of Parent and the Surviving Corporation under Section 2.1(c)(i) and Section 2.2.

Investment of Payment Fund. The Paying Agent shall invest the Payment Fund as directed by Parent; provided, that such investments investment shall be in (i) short-term direct obligations of or guaranteed by the United States of America, (ii) short-term obligations for which the full faith and credit of the United States of America in is pledged to provide for the payment of principal and interest, (iii) short-term commercial paper obligations rated A-1 or P-1 or better the highest quality by Xxxxx’x either Mxxxx’x Investors Service, Inc. or Standard & and Poor’s CorporationRatings Services, respectively, in (iv) certificates of deposit, bank repurchase agreements or banker’s bankers’ acceptances of commercial banks with capital exceeding $1 10 billion, or (v) mutual funds investing solely in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) monthsassets. Any such investment shall be for the benefit, and at the risk, of Parent, and any interest or other income resulting from such investment shall be for the benefit of Parent; provided, that no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Common Stock and Class A Stock immediately prior to the Effective Time and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of such holders of Common Stock and Class A Stock in the amount of any such losses to the extent necessary to satisfy the obligations of Parent and the Surviving Corporation under Section 2.1(c)(i) and Section 2.2this Article II.