Parent to Provide Cash. Promptly following the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the Merger Consideration payable pursuant to Section 1.6(a) in exchange for outstanding shares of Company Common Stock. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.”
Parent to Provide Cash. On the Closing Date, Parent shall deliver (i) to the Paying Agent for exchange in accordance with this Article II cash in the aggregate amount equal to that portion of the Closing Consideration payable pursuant to Section 2.5(a) hereof in exchange for outstanding shares of Company Capital Stock; (ii) to the Company for exchange in accordance with this Article II cash in the aggregate amount equal to that portion of the Option Closing Consideration payable pursuant to Section 2.6 hereof for the cancellation of 2012 Company Options; and (iii) the Escrow Amount to the Escrow Agent.
Parent to Provide Cash. Promptly after the Effective Time, Parent shall make available to the Paying Agent for exchange in accordance with this Article 1, through such reasonable procedures as Parent may adopt, cash in the amount necessary to permit payment of the Merger Consideration. Any and all interest earned on the Merger Consideration made available to the Paying Agent pursuant to this Agreement shall be paid over to Parent.
Parent to Provide Cash. Prior to the Effective Time, Parent shall enter into an agreement with the Exchange Agent (to be effective as of the Effective Time) that shall provide that Parent shall make available to the Exchange Agent for exchange in accordance with this Article II, the aggregate Merger Consideration payable pursuant to Section 2.6. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.” Promptly following the Effective Time (and in any event not later than the second (2nd) Business Day thereafter), Parent shall deposit with the Exchange Agent for the benefit of holders of Company Ordinary Shares existing as of the Effective Time, cash consideration consistent with the Merger Consideration payable pursuant to Section 2.6.
Parent to Provide Cash. No later than the Effective Time, Parent shall deposit with the Paying Agent for exchange in accordance with this Article I, through such reasonable procedures as Parent may adopt, cash in an aggregate amount sufficient to permit payment pursuant to Section 1.6(a) in exchange for shares of Company Capital Stock outstanding immediately prior to the Effective Time, less any amounts required to be withheld from such cash under any applicable Laws. All interest or other amounts earned with respect to funds made available to the Paying Agent shall be for the account of Parent.
Parent to Provide Cash. On the Closing Date, Parent shall initiate a wire transfer to the Exchange Agent of the aggregate Merger Consideration in cash payable pursuant to Section 1.6(a) in exchange for outstanding shares of Company Common Stock. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.”
Parent to Provide Cash. Contemporaneously with the filing of the Certificate of Merger pursuant to Section 1.3, Parent shall deliver to the Paying Agent for exchange and payment in accordance with this ARTICLE I, through such reasonable procedures as Parent may adopt, an aggregate amount of cash sufficient to make the payments required by Section 1.8(a); provided, that in the case of payments to employees or former employees of the Company for which Tax withholding is required, Parent may elect to make such payments on the first reasonably practicable payroll date after the Closing through the Company’s or Parent’s payroll processing service or system in lieu of making such payments through the Paying Agent.
Parent to Provide Cash. At the Effective Time, Parent shall, or Parent shall cause Capgemini NA to, deliver to the Exchange Agent for exchange in accordance with this Article I the aggregate consideration payable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, the Company Options and the Restricted Stock. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.”
Parent to Provide Cash. At or promptly following the Effective Time (and in no event later than one (1) business day following the Effective Time), Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, cash payable to the stockholders of the Company pursuant to Section 1.6(a) or Section 1.6(b) in exchange for outstanding shares of Company Preferred Stock and Company Common Stock, respectively. Any funds deposited with the Exchange Agent shall hereinafter be referred to as the "EXCHANGE FUND."
Parent to Provide Cash. Prior to the Effective Time, Parent and the Members’ Representative shall enter into an agreement with the Exchange Agent in form and substance reasonably acceptable to each of the Company and Parent. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent for exchange in accordance with this Article I, an amount of cash equal to the sum of (i) the Aggregate Member Consideration plus (ii) the Aggregate Option Consideration, less (iii) amounts of cash which Parent shall deposit in the Escrow Funds, the Members’ Representative Fund and the Member Tax Distribution Fund as provided for herein and the Escrow Agreement less (iv) the Estimated Transaction Expenses, if any, less (v) the Payoff Amount, if any, plus (v) the Estimated Closing Cash, if any, plus (vi) the Estimated Surplus, if any, less (vii) the Estimated Deficit, if any. The Aggregate Merger Consideration, as adjusted pursuant to the foregoing sentence, shall be referred to herein as the “Closing Merger Consideration”. The portion of the Escrow Funds, the Members’ Representative Fund and the Member Tax Distribution Fund contributed following the Effective Time with respect to each Company Member and each holder of Vested Company Options as of immediately prior to the Effective Time shall be in proportion to the aggregate amount of the Aggregate Member Consideration and Aggregate Option Consideration, as the case may be, each such Company Member and holder of a Vested Company Option, as applicable, would otherwise be entitled to receive in the Merger by virtue of ownership of outstanding Company Shares and Vested Company Options immediately prior to the Effective Time. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.”
