Common use of Parent to Make Merger Consideration Available Clause in Contracts

Parent to Make Merger Consideration Available. Prior to the Effective Time, Parent shall (a) deposit, or shall cause to be deposited, with a bank or trust company designated by Parent and reasonably acceptable to the Company (the “Paying Agent”) in a separate fund (the “Exchange Fund”), for the benefit of the holders of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each a “Certificate”), an amount in cash sufficient to pay the aggregate Merger Consideration and the Option Consideration, and (b) instruct the Paying Agent to timely pay the Merger Consideration and the Option Consideration in accordance with this Agreement. The Merger Consideration and the Option Consideration deposited with the Paying Agent pursuant to this Section 4.1 shall be invested by the Paying Agent as directed by Parent; provided, however, that any such investment or any payment of earnings from any such investment shall not delay the receipt by the holders of record of the Certificates of the Merger Consideration or otherwise impair such holders’ rights hereunder. Any interest or income produced by such investments shall not be deemed part of the Exchange Fund and shall be payable to the Surviving Company. In the event that the funds in the Exchange Fund shall be insufficient to make the payments contemplated by Sections 3.3 and 3.4, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount which is equal to the deficiency in the amount required to make such payment. The Paying Agent shall cause the Exchange Fund to be (i) held for the benefit of the holders of shares Company Common Stock and Company Options and (ii) applied promptly to making the payments provided for in Section 3. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement.

Parent to Make Merger Consideration Available. Prior Immediately prior to the Effective Time, Parent shall (a) deposit, or shall cause to be deposited, with a bank or trust company designated by Parent and reasonably acceptable to the Company (the “Paying Agent”) in a separate fund (the “Exchange Fund”), for the benefit of the holders of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each a “Certificate”), an amount in cash sufficient to pay the aggregate Merger Consideration and the Option Consideration, and (b) instruct the Paying Agent to timely pay the Merger Consideration and the Option Consideration in accordance with this Agreement. The Merger Consideration and the Option Consideration deposited with the Paying Agent pursuant to this Section 4.1 3.1 shall be invested by the Paying Agent as directed by Parent; provided, however, that any such investment or any payment of earnings from any such investment shall not delay the receipt by the holders of record of the Certificates of the Merger Consideration or otherwise impair such holders’ rights hereunder. Any interest or income produced by such investments shall not be deemed part the property of the Exchange Fund and shall be payable paid promptly to the Surviving CompanyParent. In the event that the funds in the Exchange Fund shall be insufficient to make the payments contemplated by Sections 3.3 and 3.4Section 2.1(b), Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount which is equal to the deficiency in the amount required to make such payment. The Paying Agent shall cause the Exchange Fund to be (i) held for the benefit of the holders of shares Company Common Stock and Company Options and (ii) applied promptly to making the payments provided for in Section 32. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement.