Common use of Parent to Provide Common Stock Clause in Contracts

Parent to Provide Common Stock. As soon as practicable after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, (i) the aggregate number of shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Capital Stock, and (ii) cash for fractional shares in the amount described in Section 1.6(f); provided that, on behalf of the holders of Company Capital Stock, Parent shall deposit into an escrow account a number of shares of Parent Common Stock equal to the Escrow Amount out of the aggregate number of shares of Parent Common Stock otherwise issuable pursuant to Section 1.6. The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock 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 by virtue of ownership of outstanding shares of Company Capital Stock.

Parent to Provide Common Stock. As soon as practicable Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, (i) the aggregate number of shares of Aggregate Parent Common Stock issuable pursuant to Section 1.6 Share Number in exchange for outstanding shares of Company Capital Stock, and (ii) cash for fractional shares in the amount described in Section 1.6(f); provided that, on behalf of the holders of Company Capital Stock, Parent shall cause the Exchange Agent to deposit into an escrow account a number of shares of Parent Common Stock equal to the Escrow Amount out of the aggregate number of shares of Aggregate Parent Common Stock otherwise issuable pursuant to Section 1.6Share Number. The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock 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 by virtue of ownership of outstanding shares of Company Capital Stock.

Parent to Provide Common Stock. As soon as practicable Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, (i) the aggregate number of shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Capital Stock, and (ii) cash for fractional shares in the amount described in Section 1.6(f); provided that, that on behalf of the holders of Company Capital Stock, Parent shall deposit into an escrow account a number of shares of Parent Common Stock equal to the Escrow Amount out of the aggregate number of shares of Parent Common Stock Consideration otherwise issuable pursuant to Section 1.6. The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock (other than holders of Dissenting Shares on whose behalf no shares will be deposited into the escrow account) 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 by virtue of ownership of outstanding shares of Company Capital Stock.

Parent to Provide Common Stock. As soon as practicable Promptly after the Effective ------------------------------ Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, (i) the aggregate number of shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Capital Stock; provided, and (ii) cash for fractional shares in the amount described in Section 1.6(f); provided however, that, on behalf of the holders of -------- ------- Company Capital Stock, and pursuant to Article VIII hereof, Parent shall deposit into an escrow account a number of shares of Parent Common Stock equal to the Escrow Amount out of the aggregate number of shares of Parent Common Stock otherwise issuable pursuant to Section 1.6. The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock 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 by virtue of ownership of outstanding shares of Company Capital Stock.

Parent to Provide Common Stock. As soon as practicable Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, (i) the aggregate number of shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Capital Stock, ; and (ii) cash for fractional shares in the amount described in Section 1.6(f); 1.6(h) provided that, on behalf of the holders of Company Capital Stock, Parent shall deposit into an escrow account a number of shares of Parent Common Stock equal to the Escrow Amount out of the aggregate number of shares of Parent Common Stock otherwise issuable pursuant to Section 1.6. The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock 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 by virtue of ownership of outstanding shares of Company Capital Stock.

Parent to Provide Common Stock. As soon as practicable Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, (i) the aggregate number of shares of Parent Common Stock issuable and cash payable pursuant to Section 1.6 in exchange for outstanding shares of Company Capital Stock; provided, and (ii) cash for fractional shares in the amount described in Section 1.6(f); provided however, that, on behalf of the holders of Company Capital Stock, and pursuant to Article VII hereof, Parent shall deposit into an escrow account a number of shares of Parent Common Stock equal to the Escrow Amount out of the aggregate number of shares of Parent Common Stock otherwise issuable pursuant to Section 1.6. The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock shall be in proportion equal to such holder's pro rata share of the aggregate number of shares of Parent Common Stock which such holder would otherwise be entitled issued pursuant to receive under Section 1.6 by virtue of ownership of outstanding shares of Company Capital Stock1.6(a).

Parent to Provide Common Stock. As soon as practicable after At or prior to the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, (i) the aggregate number of shares of Parent Common Stock and cash issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Capital Common Stock, and (ii) cash for fractional shares in the amount described in Section 1.6(f); provided that, on behalf of the holders of record of all of the Company Capital Common Stock, Parent shall cause the Exchange Agent to deposit into an escrow account a number of shares of Parent Common Stock equal to the value (based on the Deemed Closing Market Price) of $1,300,000 (the "Escrow Amount out of the aggregate number of shares of Parent Common Stock otherwise issuable pursuant to Section 1.6Amount"). The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Common Stock 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 by virtue of ownership of outstanding shares of Company Capital Common Stock.

Parent to Provide Common Stock. As soon as practicable Promptly after the Effective Time, Parent shall make available deliver to the Exchange Agent for exchange in accordance with this Article ISection 2 and the Merger Agreement, (i) the aggregate number of shares of Parent Common Stock issuable pursuant to Section 1.6 2.1 and the Merger Agreement in exchange for outstanding shares of Company Capital Stock, and (ii) cash in an amount sufficient for payment in lieu of fractional shares in the amount described in pursuant to Section 1.6(f2.1(f); provided that, on behalf of the holders of Company Capital Stock, Parent shall deposit into an escrow account a number of shares of Parent Common Stock equal to the Escrow Amount out of the aggregate number of shares of Parent Common Stock otherwise issuable pursuant to Section 1.62.1. The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock 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 2.1 by virtue of ownership of outstanding shares of Company Capital Stock.

Parent to Provide Common Stock. As soon as practicable Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, (i) I the aggregate number of shares of Parent Common Stock issuable pursuant to Section 1.6 1.6(a) in exchange for outstanding shares of the Company Capital Stock; provided, and (ii) cash for fractional shares in the amount described in Section 1.6(f); provided however, that, on behalf of the holders of Company Capital StockStockholders, pursuant to Section 7.2 hereof, Parent shall deposit into an escrow account a number 10% of shares of Parent Common Stock equal the Merger Shares issued to the Escrow Amount out Agent on behalf of the aggregate number of shares of Parent Common Stock otherwise issuable Company Stockholders pursuant to Section 1.61.6(a) (the "Escrow Amount"). The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock Stockholder shall be in proportion to the aggregate number of shares of Parent Common Stock Merger Shares which such holder Company Stockholder would otherwise be entitled to receive under Section 1.6 in the Merger by virtue of ownership of outstanding shares of Company Capital Stock.

Parent to Provide Common Stock. As soon as practicable Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, (i) I the aggregate number of shares of Parent Common Stock issuable pursuant to Section 1.6 1.6(a) in exchange for outstanding shares of the Company Capital Common Stock and Company Preferred Stock; provided, and (ii) cash for fractional shares in the amount described in Section 1.6(f); provided however, that, on behalf of the holders of Company Capital StockStockholders, pursuant to Section 7.2 hereof, Parent shall deposit into an escrow account a number 10% of shares of Parent Common Stock equal the Merger Shares issued to the Escrow Amount out Agent on behalf of the aggregate number of shares of Parent Common Stock otherwise issuable Company Stockholders pursuant to Section 1.61.6(a) (the "ESCROW AMOUNT"). The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock Stockholder shall be in proportion to the aggregate number of shares of Parent Common Stock Merger Shares which such holder Company Stockholder would otherwise be entitled to receive under Section 1.6 in the Merger by virtue of ownership of outstanding shares of Company Capital Common Stock and Company Preferred Stock.

Parent to Provide Common Stock. As soon as practicable Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, (i) the aggregate number of shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Capital Stock, and (ii) cash for fractional shares in the amount described in Section 1.6(f); provided that, that on behalf of the holders of Company Capital Stock, Parent shall deposit into an escrow account a number of shares of Parent Common Stock equal to the Escrow Amount out of the aggregate number of shares of Parent Common Stock Consideration otherwise issuable to holders of Company Capital Stock pursuant to Section 1.6. The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock (other than holders of Dissenting Shares on whose behalf no shares will be deposited into the escrow account) 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 by virtue of ownership of outstanding shares of Company Capital Stock.

Parent to Provide Common Stock. As soon Promptly as practicable after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, (i) the aggregate number of shares of Parent Common Stock issuable pursuant to Section 1.6 1.6(a) in exchange for outstanding shares of Company Capital Stock, and (ii) cash for fractional shares in the amount described in Section 1.6(f); provided that, on behalf of the holders of Company Capital Stock, Parent shall deposit into an escrow account a number of shares of Parent Common Stock equal to the Escrow Amount (as defined in Section 1.9 hereof) out of the aggregate number of shares of Parent Common Stock otherwise issuable pursuant to Section 1.61.6(a). The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock 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 1.6(a) by virtue of ownership of outstanding shares of Company Capital Stock.

Parent to Provide Common Stock. As soon as practicable Promptly after the Effective Time------------------------------ Time (but in any event within three (3) days thereafter), Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, (i) the aggregate number of shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Capital Stock; provided, and (ii) cash for fractional shares in the amount described in Section 1.6(f); provided however, that, on behalf of the holders of Company Capital Stock, and -------- ------- pursuant to Article VIII hereof, Parent shall deposit into an escrow account a number of shares of Parent Common Stock equal to the Escrow Amount out of the aggregate number of shares of Parent Common Stock otherwise issuable pursuant to Section 1.6. The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock 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 1.6(a) by virtue of ownership of outstanding shares of Company Capital Stock.

Parent to Provide Common Stock. As soon as practicable Promptly after the Effective Time, ------------------------------ Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, (i) the aggregate number of shares of Parent Common Stock (reduced by the Escrow Amount) issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Capital Stock, and (ii) cash for fractional shares in the amount described in Section 1.6(f); provided that, on behalf of the holders of Company Capital Stock, . Parent shall simultaneously deposit into an escrow account a number of shares of Parent Common Stock equal to the Escrow Amount out pursuant to the terms of the aggregate number of shares of Parent Common Stock otherwise issuable pursuant to Section 1.6Escrow and Indemnification Agreement. The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock 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 by virtue of ownership of outstanding shares of Company Capital Stock.