Parent To Provide Funds. Parent shall take all steps necessary to enable and cause the Surviving Corporation to provide to the Paying Agent on a timely basis, as and when needed after the Effective Time of the Merger, funds necessary to pay for the shares of Common Stock pursuant to Section 3.01, it being understood that any and all interest earned on funds made available to the Paying Agent in accordance with this Agreement shall be turned over to Parent.
Parent To Provide Funds. Parent shall take all steps necessary to enable and cause the Surviving Corporation to provide the Paying Agent on a timely basis, as and when needed after the Effective Time of the Merger, funds necessary to pay for the Shares pursuant to Section 2.7.
Parent To Provide Funds. Parent shall take all steps necessary to enable and cause the Surviving Corporation to provide to the Paying Agent on a timely basis, immediately following the Effective Time of the Merger, all the funds necessary to pay for the shares of Common Stock pursuant to Section 3.01, it being understood that any and all interest earned on funds made available to the Paying Agent in accordance with this Agreement shall be turned over to Parent.
Parent To Provide Funds. Parent shall make available to the Paying Agent on a timely basis, as and when needed after the Effective Time, funds necessary to pay for the shares of the Company Common Stock and Preferred Stock pursuant to Section 3.1.
Parent To Provide Funds. Parent shall or shall cause one of its affiliates to promptly provide to the Paying Agent, as needed, all the funds necessary to pay for the shares of Company Common Stock pursuant to Section 3.1.
Parent To Provide Funds. Prior to the Effective Time, Parent shall enter into an agreement with the Paying Agent (to be effective as of the Effective Time) that shall provide that Parent shall deposit with the Paying Agent, in trust for the benefit of the Company’s stockholders and for exchange in accordance with this Article II, the cash in an amount sufficient for payment of the aggregate Merger Consideration (the “Payment Fund”).
Parent To Provide Funds. Parent shall deposit or shall cause to ----------------------- be deposited (by Parent's affiliates other than the Company) in trust with the Paying Agent prior to the Effective Time cash in an amount necessary to pay for all of the shares of Common Stock pursuant to Section 2.5 (determined as though ----------- there are no Dissenting Company Common Shares). Such amount shall hereinafter be referred to as the "Exchange Fund." If the amount of cash in the Exchange ------------- Fund is insufficient to pay all of the amounts required to be paid pursuant to Sections 2.5, or 2.7, Parent from time to time after the Effective Time shall ------------ --- deposit in trust additional cash with the Paying Agent sufficient to make all such payments.
Parent To Provide Funds. (i) Prior to the Effective Time, Parent shall enter into an agreement with the Exchange Agent which shall provide that, prior to the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the aggregate amount of Merger Consideration payable to the Company Stockholders pursuant to Section 1.6(a) (the “Exchange Fund”). Subject to the other terms and conditions contained herein, the Exchange Agent shall distribute to each Company Stockholder, in accordance with Section 1.7(c) below, an amount of cash equal to the portion of the Exchange Fund payable to such Persons with respect to its shares of Capital Stock as set forth on the Merger Consideration Allocation Statement, less such amounts as may be required to be deducted or withheld therefrom pursuant to Section 1.7(d).
Parent To Provide Funds. Parent shall take all steps necessary to deposit in trust with the Paying Agent prior to the Effective Time cash and Parent Warrants in an amount necessary to pay for all shares of Company Common Stock pursuant to SECTION 2.6(b) (less any amounts deposited in the Escrow Fund pursuant to SECTION 2.9) and the amount of cash and Parent Warrants required to pay for all of the Company Warrants pursuant to SECTION 2.8(a) (less any amounts deposited in the Escrow Fund pursuant to SECTION 2.9). Such amount shall hereinafter be referred to as the "EXCHANGE FUND." The cash portion of the Exchange Fund shall be invested by the Paying Agent as directed by Parent in direct obligations of the United States, obligations for which the full faith
Parent To Provide Funds. Parent shall take all steps necessary to deposit in trust with the Paying Agent at the Effective Time cash in an amount equal to the Exchange Fund. The Paying Agent shall, pursuant to irrevocable instructions, make the Closing Consideration NAI-1503806643v11 payments referred to in Section 2.5(c) out of the Exchange Fund at the Effective Time (if the Paying Agent has received by the Effective Time (1) in the case of certificated shares of Company Capital Stock, the applicable Certificates or affidavits of loss relating to such certificates and duly executed Letters of Transmittal or (2) in the case of Book-Entry Shares, duly executed Letters of Transmittal) or, with respect to such payments not made at the Effective Time, as promptly as practicable thereafter upon receipt by the Paying Agent of (1) in the case of certificated shares of Company Capital Stock, the applicable Certificates or affidavits of loss relating to such certificates and duly executed Letters of Transmittal or (2) in the case of Book-Entry Shares, duly executed Letters of Transmittal. The Exchange Fund shall not be used for any purpose other than the payment of the Closing Consideration. If the holder of any Certificate or Book-Entry Shares requests in the Letter of Transmittal payment of the Closing Consideration payable to the holder by wire transfer, the Paying Agent shall pay the Closing Consideration payable to such holder by wire transfer of immediately available funds.
