Common use of Parent to Provide Merger Consideration Clause in Contracts

Parent to Provide Merger Consideration. At the Closing, Parent shall make available to the Payment Agent for payment in accordance with this Article II a cash amount equal to the aggregate Merger Consideration payable pursuant to Section 2.5, to be held by the Payment Agent for the benefit of and distributed to holders of such shares in accordance with this Agreement. The Payment Agent shall agree to hold such funds (the "Payment Funds") for delivery as contemplated herein. Any portion of the Merger Consideration made available to the Payment Agent hereunder to pay for shares of Company Common Stock for which appraisal rights as described in Section 2.10 have been perfected shall be returned to Parent upon demand. The Payment Funds shall not be used for any other purpose. The Payment Funds may be invested by the Payment Agent, as directed by the Surviving Corporation, in (i) obligations of or guaranteed by the United States, (ii) commercial paper rated A-1, P-1 or A-2, P-2, and (iii) certificates of deposit, bank repurchase agreements and bankers acceptances of any bank or trust company organized under federal Law or under the Law of any state of the United States or the District of Columbia that has capital, surplus or undivided profits of at least $1,000,000,000 or in money market funds which are invested substantially in such investments. Any net earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. If for any reason the Payment Funds are inadequate to pay the Merger Consideration, Parent shall remain liable and shall promptly make available to the Payment Agent additional funds for the payment thereof. The Payment Funds shall not be used for any purpose except as expressly provided in this Agreement.

Parent to Provide Merger Consideration. At or prior to the ClosingEffective Time, Parent shall make available to deposit with the Payment Agent Exchange Agent, for payment exchange in accordance with this Article II a cash amount equal to II, the aggregate shares of Parent Common Stock constituting the aggregate Merger Consideration payable and cash in an amount sufficient for payment in lieu of fractional shares of Parent Common Stock to which holders of Company Shares may be entitled pursuant to Section 2.52.3(e) and any dividends or distributions to which holders of Company Shares may be entitled pursuant to Section 2.4(d) (collectively, the “Exchange Fund”). In the event that the shares and/or cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be held made by the Payment Exchange Agent for the benefit of hereunder (including pursuant to Section 2.3(e) and distributed to holders of such shares in accordance with this Agreement. The Payment Agent 2.4(d)), Parent shall agree to hold such funds (the "Payment Funds") for delivery as contemplated herein. Any portion of the Merger Consideration made promptly make available to the Payment Exchange Agent hereunder the amounts so required to pay for satisfy such payment obligations in full. The Exchange Agent shall deliver the Merger Consideration, cash in lieu of any fractional shares of Company Parent Common Stock and any dividends or other distributions contemplated to be paid for which appraisal rights Company Shares pursuant to this Agreement out of the Exchange Fund as described in contemplated hereby. Except as contemplated by this Section 2.10 have been perfected shall be returned to Parent upon demand. The Payment Funds 2.4, the Exchange Fund shall not be used for any other purpose. The Payment Funds may Amounts of cash in the Exchange Fund shall be invested by the Payment Agent, Exchange Agent as directed by the Surviving CorporationParent; provided, in however, that: (i) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Company Shares; and (ii) such investments shall be in obligations of or guaranteed by the United StatesStates or America of any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, (ii) in commercial paper obligations rated A-1, A-1 or P-1 or A-2better by Xxxxx’x Investors Service, P-2Inc. or Standard & Poor’s Corporation, and (iii) respectively, or in certificates of deposit, bank repurchase agreements and bankers or banker’s acceptances of any commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank or trust company organized under federal Law or under the Law of any state of the United States or the District of Columbia that has capital, surplus or undivided profits of at least $1,000,000,000 or in money market funds which are invested substantially in such investmentsthen publicly available). Any net earnings with respect thereto profit resulting from, or interest or income produced by, such investments shall be paid payable to the Surviving Corporation as and when requested by the Surviving Corporation. If for any reason the Payment Funds are inadequate to pay the Merger Consideration, Parent shall remain liable and shall promptly make available to the Payment Agent additional funds for the payment thereof. The Payment Funds shall not be used for any purpose except as expressly provided in this Agreementor Parent.

Parent to Provide Merger Consideration. At Within two (2) Business Days after the ClosingEffective Time, Parent shall deposit with the Paying Agent, sufficient funds for payment of the aggregate Merger Consideration (such cash being herein referred to as the “Consideration Fund”) to be paid pursuant to this Article II (provided that at or prior to the Effective Time, Parent shall deposit with the Paying Agent an amount equal to no less than (x) the aggregate Merger Consideration to be paid pursuant to this Article II minus (y) $20,000,000). In the event that the cash in the Consideration Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Paying Agent hereunder, Parent shall promptly make available to the Payment Paying Agent for the amounts so required to satisfy such payment obligations in accordance with this Article II a cash amount equal to the aggregate Merger Consideration payable pursuant to Section 2.5, to be held by the Payment Agent for the benefit of and distributed to holders of such shares in accordance with this Agreementfull. The Payment Agent shall agree to hold such funds (the "Payment Funds") for delivery Except as contemplated herein. Any portion of by this Section 2.4, the Merger Consideration made available to the Payment Agent hereunder to pay for shares of Company Common Stock for which appraisal rights as described in Section 2.10 have been perfected shall be returned to Parent upon demand. The Payment Funds Fund shall not be used for any other purpose. The Payment Funds may Amounts of cash in the Consideration Fund shall be invested by the Payment Agent, Paying Agent as directed by the Surviving CorporationParent; provided, in however, that: (i) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Company Shares; and (ii) such investments shall be in obligations of or guaranteed by the United StatesStates of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, (ii) in commercial paper obligations rated A-1, A-1 or P-1 or A-2better by Xxxxx’x Investors Service, P-2Inc. or Standard & Poor’s Corporation, and (iii) respectively, or in certificates of deposit, bank repurchase agreements and bankers or banker’s acceptances of any commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank or trust company organized under federal Law or under the Law of any state of the United States or the District of Columbia that has capital, surplus or undivided profits of at least $1,000,000,000 or in money market funds which are invested substantially in such investmentsthen publicly available). Any net earnings with respect thereto profit resulting from, or interest or income produced by, such investments shall be paid payable to the Surviving Corporation as and when requested by the Surviving Corporation. If for any reason the Payment Funds are inadequate to pay the Merger Consideration, Parent shall remain liable and shall promptly make available to the Payment Agent additional funds for the payment thereof. The Payment Funds shall not be used for any purpose except as expressly provided in this Agreementor Parent.