Parent to Provide Parent Common Stock. Parent hereby irrevocably and unconditionally agrees to be bound by the terms of the Indenture applicable to it and to issue shares of Parent Common Stock as necessary to satisfy the Company’s obligations with respect to any Notes validly surrendered for conversion pursuant to Article 5 of the Indenture.
Parent to Provide Parent Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock and Preferred.
Parent to Provide Parent Common Stock. Promptly after the ------------------------------------- Effective Time, 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 pursuant to Section 1.6 in exchange for outstanding shares of Company Capital Stock; 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 Parent Common Stock. Promptly after the Effective Date, Parent shall make available for exchange in accordance with this SECTION 3, through such reasonable procedures as Parent may adopt, the shares of Parent Common Stock issuable pursuant to SECTION 3.1 in exchange for outstanding shares of Company Capital Stock, other than the shares to be held in escrow pursuant to SECTION 3.8 hereof.
Parent to Provide Parent Common Stock. Prior to the Closing, ------------------------------------- Parent shall make available to the Exchange Agent for exchange in accordance with this Article I the shares of Parent Common Stock and cash issuable to Company Shareholders pursuant to Section 1.6 in exchange for outstanding shares of Company Capital Stock, less the Escrow Amount which Parent shall deposit into the Escrow Fund (as defined in Section 7.2(a) hereof) on behalf of the Company Shareholders. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be in proportion to the aggregate number of shares of Parent Common Stock each such Company Shareholder would otherwise be entitled to receive in the Merger (excluding any shares of Parent Common Stock issuable upon exercise of any assumed Company Options) by virtue of ownership of outstanding shares of Company Capital Stock immediately prior to the Effective Time.
Parent to Provide Parent Common Stock. Promptly after the ------------------------------------- Effective Time, but in any event not later than immediately following written confirmation of receipt of the Articles of Merger by the Secretary of State of the State of Delaware and the Secretary of State of the State of Iowa, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I the shares of Parent Common Stock issuable pursuant to Section 1.6 in --------- ----------- exchange for outstanding shares of Company Common Stock; provided that, on behalf of the Principal Shareholders, Parent shall deposit into the Escrow Fund (as defined in Section 7.2(b)) 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 to the Principal Shareholders pursuant to Section 1.6; ----------- provided further, however, that on behalf of the Principal Shareholders, Parent shall deposit into the Earnout Escrow Fund (as defined in Section 1.10 hereof) a ------------ number of shares of Parent Common Stock equal to the Earnout Escrow Amount out of the aggregate number of shares of Parent Common Stock otherwise issuable to the Principal Shareholders pursuant to Section 1.6. Each Principal Shareholder ----------- shall be deemed to have contributed such Principal Shareholder's Pro Rata Portion of the Escrow Amount to the Escrow Fund, and each Principal Shareholder shall be deemed to have contributed such Principal Shareholder's Pro Rata Portion of the Earnout Escrow Amount to the Earnout Escrow Fund. The shares of Parent Common Stock deposited to the Escrow Fund and the Earnout Escrow Fund shall be shares which are vested and are not subject to a repurchase option, risk of forfeiture or other condition under any applicable stock restriction agreement or other agreement with the Company or Parent.
Parent to Provide Parent Common Stock. Promptly after the Effective Time, and in no event more than three (3) business days thereafter, Parent shall make available for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock.
Parent to Provide Parent Common Stock. Not later than five (5) -------------------------------------- Business Days after the Effective Time, Parent shall cause to be delivered to the Exchange Agent, for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding Company Shares paid pursuant to Section 1.6.
Parent to Provide Parent Common Stock. (i) Delivery of Stock to the Exchange Agent and the Escrow Agent. At the Closing, Parent shall (i) make available to the Exchange Agent, for exchange for the Company Common Stock and Company Preferred Stock outstanding immediately preceding the Effective Time in accordance with this Article I, that amount of the Aggregate Share Number issuable to Company Stockholders with respect to such Company Common Stock and Company Preferred Stock equal to the Aggregate Share Number to be received by said Company Stockholders on account of said Company Common Stock and Company Preferred Stock less the Escrow Amount attributable to said Company Common Stock and Company Preferred Stock; and (ii) make available to the Escrow Agent, as the Escrow Fund pursuant to Article VII, that amount of the Aggregate Share Number equal to the Escrow Amount attributable to the Company Common Stock and Company Preferred Stock.
Parent to Provide Parent Common Stock. Subject to the provisions of Section 7.3 relating to escrow arrangements, at the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I the shares of Parent Common Stock issuable at the Effective Time pursuant to Section 1.6 hereof in exchange for outstanding shares of Company Capital Stock; provided, however, that, with respect to the Stockholders, Parent shall deposit into the Escrow Fund (as defined in Section 7.3(a) hereof) a number of shares of Parent Common Stock which equal the Escrow Amount out of the aggregate number of shares of Parent Common Stock otherwise deliverable to the Stockholders with respect to the Initial Consideration pursuant to Section 1.6 hereof. The Pro Rata Portion of the Parent Common Stock comprising the Escrow Amount shall be deemed to be contributed to the Escrow Fund with respect to each Stockholder.
