Common use of Parent to Make Certificates Available Clause in Contracts

Parent to Make Certificates Available. (a) Prior to the Effective Time, Parent shall appoint BNY Mellon (or such other commercial bank or trust company reasonably acceptable to the Company) to act as exchange agent for the payment of the Per Share Merger Consideration (the “Exchange Agent”). At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Certificates, for exchange in accordance with this Section 1.6 through the Exchange Agent, certificates representing the shares of Parent Common Stock to be issued as the Per Share Merger Consideration pursuant to Section 1.5(c) and cash, as required, to make payments in lieu of any fractional shares pursuant to Section 1.8 (such cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). The Exchange Agent shall deliver out of the Exchange Fund (i) the Per Share Merger Consideration contemplated to be issued and paid pursuant to Section 1.5(c) and (ii) the cash, as required, to make payments in lieu of any fractional shares pursuant to Section 1.8.

Parent to Make Certificates Available. (a) Prior to the Effective Time, Exchange of ------------------------------------- ----------- Certificates. Parent shall appoint BNY Mellon authorize a bank or trust company (or such other commercial bank ------------ person or trust company persons as shall be reasonably acceptable to Parent and the Company) to act as exchange agent for the payment of the Per Share Merger Consideration Exchange Agent hereunder (the “"Exchange Agent”"). At or prior to As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Certificates, for exchange shares of Company Common Stock converted in accordance with this Section 1.6 through the Exchange AgentMerger, certificates representing the shares of Parent Common Stock to be issued as the Per Share Merger Consideration issuable pursuant to Section 1.5(c) in exchange for outstanding shares of Company Common Stock and cash, as required, required to make payments in lieu of any fractional shares pursuant to Section 1.8 (such cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “"Exchange Fund”"). The Exchange Agent shall deliver out of the Exchange Fund (i) the Per Share Merger Consideration Parent Common Stock contemplated to be issued and paid pursuant to Section 1.5(c) and (ii) out of the cashExchange Fund. Except as contemplated by Section 1.9, as required, to make payments in lieu of the Exchange Fund shall not be used for any fractional shares pursuant to Section 1.8other purpose.

Parent to Make Certificates Available. (a) Prior to the Effective Time, Exchange of ------------------------------------- ----------- Certificates. Parent shall appoint BNY Mellon authorize a bank or trust company (or such other commercial bank ------------ person or trust company persons as shall be reasonably acceptable to Parent and the Company) to act as exchange agent for the payment of the Per Share Merger Consideration Exchange Agent hereunder (the “"Exchange Agent”"). At or prior to As soon as -------------- practicable after the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Certificates, for exchange shares of Company Common Stock converted in accordance with this Section 1.6 through the Exchange AgentMerger, certificates representing the shares of Parent Common Stock to be issued as the Per Share Merger Consideration issuable pursuant to Section 1.5(c) in exchange for outstanding shares of Company Common Stock and cash, as required, required to make payments in lieu of any fractional shares pursuant to Section 1.8 (such cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “"Exchange Fund”"). The ------------- Exchange Agent shall deliver out of the Exchange Fund (i) the Per Share Merger Consideration Parent Common Stock contemplated to be issued and paid pursuant to Section 1.5(c) and (ii) out of the cashExchange Fund. Except as contemplated by Section 1.9, as required, to make payments in lieu of the Exchange Fund shall not be used for any fractional shares pursuant to Section 1.8other purpose.