Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for the benefit of the holder of Company Common Stock: (i) Certificates of Parent Common Stock ("Parent Certificates") representing the number of whole shares of Parent Common Stock issuable pursuant to Section 3.01(a) in exchange for shares of Company Common Stock outstanding immediately prior to the Effective Time; (ii) sufficient funds to permit payment in lieu of fractional shares pursuant to Section 3.04 and (iii) any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 3.07.
Parent to Provide Common Stock and Cash. Promptly after --------------------------------------- the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, through such reasonable procedures as Parent may adopt, (i) the shares of Parent Common Stock issuable pursuant to Section 1.6(a) in exchange for shares of Company Common Stock outstanding immediately prior to the Effective Time (provided that delivery of any shares -------- that are subject to vesting and/or repurchase rights in favor of Company shall be in book entry form until such vesting and/or repurchase rights lapse) and (ii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.6(f).
Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Parent shall deliver to the Exchange Agent for exchange and payment in accordance with this Article I, through such reasonable procedures as Parent may adopt, (x) the shares of Parent Common Stock issuable pursuant to Section 1.7(a) (provided that delivery of any shares that are subject to vesting shall be in book entry form only until such vesting restrictions have lapsed) in exchange for shares of Company Capital Stock outstanding immediately prior to the Effective Time and (y) cash in lieu of fractional shares pursuant to Section 1.7(d).
Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for the benefit of the holder of Company Common Stock: (i) Certificates of Parent Common Stock ("PARENT CERTIFICATES") representing the number of whole shares of Parent Common Stock issuable pursuant to Section 3.01(a) in exchange for shares of Company Common Stock outstanding immediately prior to the Effective Time; and (ii) sufficient funds to permit payment in lieu of fractional shares pursuant to Section 3.04.
Parent to Provide Common Stock and Cash. Prior to the Effective Time, Parent shall enter into an agreement with the Exchange Agent which shall provide that 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. In addition, Parent shall make available as necessary from time to time after the Effective Time as needed, additional cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(g) and any dividends or distributions which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d). Any cash and Parent Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.”
Parent to Provide Common Stock and Cash. As soon as reasonably practicable after the Effective Time, Parent shall deposit with the Exchange Agent for exchange in accordance with this Article I, through such reasonable procedures as Parent may adopt, (i) the shares of Parent Common Stock issuable pursuant to Section 1.6(b) (provided that delivery of any shares that are subject to vesting shall be in book entry form only until such vesting restrictions have lapsed) in exchange for shares of Company Capital Stock outstanding immediately prior to the Effective Time, and (ii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.6(g), less any amounts required to be withheld from such cash under foreign, federal, state or local laws.
Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, through such reasonable procedures as Parent may adopt, (i) the shares of Parent Common Stock issuable pursuant to Section 1.6(a) in exchange for shares of Company Common Stock outstanding immediately prior to the Effective Time (provided that delivery of any shares that are subject to vesting or other restrictions shall be in book entry form until such vesting or other restrictions lapse) and (ii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.6(f).
Parent to Provide Common Stock and Cash. At Closing (or in --------------------------------------- the case of the Parent Common Stock as soon as is practical), Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the aggregate number of shares of Parent Common Stock issuable and the cash deliverable pursuant to Section 1.6(a) in exchange for outstanding shares of Company Capital Stock; provided that, on behalf of the holders of Company Capital Stock, Parent shall deposit into the Escrow Fund (as defined below in Section 7.2(a)) an aggregate number of shares of Parent Common Stock equal to $1,000,000 divided by the average of the closing per share bid and asked prices of the Parent Common Stock on the Nasdaq National Market System for the five trading days ending on the day prior to the Closing Date (the "Escrow Amount") out of the Merger Consideration otherwise payable pursuant to Section 1.6(a). The portion of the Escrow Amount deposited into escrow on behalf of each holder of Company Capital Stock shall be deemed issued and outstanding Parent Common Stock in the name of such holder and shall be in proportion to the aggregate number of shares of Parent Common Stock which such holder would otherwise be entitled to receive under Section 1.6(a) by virtue of such holder's ownership of outstanding shares of Company Capital Stock. The Surviving Corporation will pay the Option Purchase Amount for payment pursuant to Section 1.6(e) as soon as practical after the Closing.
Parent to Provide Common Stock and Cash. As promptly as practicable after the Effective Time, Parent shall make available to the Exchange Agent, for the benefit of the Stockholders (i) certificates of Parent Common Stock ("Parent Certificates") representing the number of whole shares of Parent Common Stock issuable pursuant to Section 3.01(a) in exchange for shares of Company Common Stock outstanding immediately prior to the Effective Time less the number of shares of Parent Common Stock to be deposited in the escrow fund (the "Escrow Fund") pursuant to the requirements of Article X hereof and (ii) (1) sufficient funds to permit payment of any cash payable to the Stockholders pursuant to Section 3.01(a), and (2) any cash payment in lieu of fractional shares pursuant to Section 3.06.
Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Surviving Corporation shall make available to the Exchange Agent for the benefit of the holders of Company Common Stock and Company Preferred Stock: (i) certificates for Parent Common Stock ("Parent Certificates") representing the number of whole Parent Common Stock issuable pursuant to Section 3.01(a) in exchange for shares of Company Common Stock (including Company Common Stock issued in connection with the conversion of Company Preferred Stock pursuant to Section 3.01(c)) outstanding immediately prior to the Effective Time; and (ii) sufficient funds to permit payment in lieu of fractional shares pursuant to Section 3.04.
