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

Parent to Make Merger Consideration Available. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with a bank or trust company designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”), for the benefit of the holders of Old Certificates, for exchange in accordance with this Article II, (a) New Certificates representing the aggregate Stock Consideration to be issued pursuant to Section 1.5 and exchanged pursuant to Section 2.2(a) and (b) cash in an amount sufficient to pay (i) the aggregate Cash Consideration payable to holders of Company Common Stock, (ii) the amount payable pursuant to Section 1.7 to holders of Company Stock Options who are directors of the Company and (iii) cash in lieu of any fractional shares of Parent Common Stock (such cash and New Certificates described in the foregoing clauses (a) and (b), together with any dividends or distributions with respect thereto (after giving effect to Section 6.11), being hereinafter referred to as the “Exchange Fund”). The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent; provided that no such investment income or losses thereon shall affect the amount of Merger Consideration payable to the holders of Old Certificates. Any interest and other income resulting from such investments shall be solely for the benefit of and paid to Parent.

Parent to Make Merger Consideration Available. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with a bank or trust company designated by Parent and reasonably acceptable to the Company American Stock Transfer & Trust Company, LLC (the “Exchange Agent”), for the benefit of the holders of Old Certificates, for exchange in accordance with this Article II, (a) New Certificates (if any, and if no certificates are being issued, evidence of book entry ownership) representing the aggregate Stock Consideration to be issued pursuant to Section 1.5 1.6 and Section 1.7 and exchanged pursuant to Section 2.2(a) ), and (b) cash in an amount sufficient to pay (i) the aggregate Cash Consideration payable to holders of Company Seller Common Stock, Stock (including any restricted stock outstanding pursuant to a Seller Restricted Stock Award) and (ii) the amount payable pursuant to Section 1.7 to holders of Company Stock Options who are directors of the Company and (iii) cash in lieu of any fractional shares of Parent Common Stock (such cash and New Certificates described in the foregoing clauses (a) and (b), together with any future dividends or distributions with respect thereto (after giving effect to Section 6.11)thereto, being hereinafter referred to as the “Exchange Fund”). The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent; , provided that no such investment income or losses thereon shall affect the amount of Merger Consideration payable to or the holders amount of Old Certificatespayments due under Section 1.7(a). Any interest and other income resulting from such investments shall be solely for the benefit of and paid to Parent.

Parent to Make Merger Consideration Available. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with a bank or trust company designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”), for the benefit of the holders of Old Certificates, for exchange in accordance with this Article II, (a) New Certificates (if any, and if no certificates are being issued, evidence of book entry ownership) representing the aggregate Stock Consideration to be issued pursuant to Section 1.5 1.6 and Section 1.7 and exchanged pursuant to Section 2.2(a) 2.4(a), and (b) cash in an amount sufficient to pay (i) the aggregate Cash Consideration payable to holders of Company Seller Common Stock, Seller Restricted Stock Unit Awards, Exception Shares and Deemed Converted Common Stock, (ii) the amount payable pursuant to Section 1.7 to holders of Company Stock Options who are directors of the Company and (iii) cash in lieu of any fractional shares shares, and (iii) cash in an amount sufficient to pay the amount due to holders of Parent Common Seller Stock Options pursuant to Section 1.7(a) (such cash and New Certificates described in the foregoing clauses (a) and (b), together with any dividends or distributions with respect thereto (after giving effect to Section 6.11)thereto, being hereinafter referred to as the “Exchange Fund”). The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent; , provided that no such investment income or losses thereon shall affect the amount of Merger Consideration payable to or the holders amount of Old Certificatespayments due under Section 1.7(a). Any interest and other income resulting from such investments shall be solely for the benefit of and paid to Parent.