Parent to Provide Parent Common Stock and Cash. Promptly after the Effective Time, Parent shall supply or cause to be supplied to the Exchange Agent for exchange in accordance with this Article I through such reasonable procedures as Parent may adopt (i) certificates evidencing the shares of Parent Common Stock issuable pursuant to Section 1.6(a) in exchange for shares of Company Capital Stock outstanding immediately prior to the Effective Time, less the number of shares of Parent Common Stock to be deposited into the Escrow Fund pursuant to the requirements of Section 1.7(i) and Article VIII and (ii) cash in an amount sufficient to permit payment of the Cash Merger Consideration and cash in lieu of fractional shares pursuant to Section 1.6(f) (the "Cash Payment Funds" and, together with the shares of Parent Common Stock deposited pursuant to clause (i), the "Exchange Fund"). The Exchange Fund shall not be used for any purpose except as expressly provided in this Agreement. The Cash Payment Funds shall be invested by the Exchange Agent as directed by Parent or the Surviving Corporation pending payment thereof by the Exchange Agent to the holders of record of shares of Company Common Stock. Earnings from such investment shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of record of shares of Company Common Stock.
Parent to Provide Parent Common Stock and Cash. Promptly after the Closing, but in no event more than three (3) Business Days following the Closing, Parent shall deposit with the Exchange Agent, for exchange in accordance with this Section 2.8, the Stock Consideration and Cash Consideration payable pursuant to Section 2.6 as Merger Consideration in exchange for outstanding shares of Company Capital Stock; provided, however, that Parent shall deposit the Escrow Amount with the Escrow Agent pursuant to Section 2.6(e) and Article X.
Parent to Provide Parent Common Stock and Cash. As soon as reasonably practicable (but in any event within five (5) Business Days) following the Closing Date, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I the Closing Merger Consideration, comprising shares of Parent Common Stock issuable and cash payable pursuant to Section 1.6(b)(iii) hereof in exchange for outstanding shares of Company Common Stock. Parent shall reserve the Total Holdback Amount pursuant to Section 1.6(b)(iv), comprising shares of Parent Common Stock issuable and cash payable on Holdback Distribution Date, subject to reduction as required to satisfy the indemnification obligations pursuant to Article VII.
Parent to Provide Parent Common Stock and Cash. Promptly after the Effective Time, Parent shall supply or cause to be supplied to the Exchange Agent for exchange in accordance with this Article I through such reasonable procedures as Parent may adopt (i) certificates evidencing 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 and (ii) cash in an amount sufficient to permit payment of the Initial Cash Merger Consideration and cash in lieu of fractional shares pursuant to Section 1.6(f) (the "Cash Payment THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Funds" and, together with the shares of Parent Common Stock deposited pursuant to clause (i), the "Exchange Fund"). The Exchange Fund shall not be used for any purpose except as expressly provided in this Agreement. The Cash Payment Funds shall be invested by the Exchange Agent as directed by Parent or the Surviving Corporation pending payment thereof by the Exchange Agent to the holders of record of shares of Company Common Stock. Earnings from such investment shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of record of shares of Company Common Stock.
Parent to Provide Parent Common Stock and Cash. Promptly after the Effective Time, Parent shall supply or cause to be supplied to the Exchange Agent for exchange in accordance with this Article I through such reasonable procedures as Parent may adopt (i) certificates evidencing the shares of Parent Common Stock issuable pursuant to Section 1.6(a) in exchange for shares of Company Capital Stock outstanding immediately prior to the Effective Time, less the number of shares of Parent Common Stock to be deposited into the Escrow Fund pursuant to the requirements of Section 1.7(i) and Article VIII and (ii) any cash in lieu of fractional shares pursuant to Section 1.6(d) (such cash, together with the shares of Parent Common Stock deposited pursuant to clause (i), the “Exchange Fund”). The Exchange Fund shall not be used for any purpose except as expressly provided in this Agreement.
Parent to Provide Parent 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 the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Preferred Stock and Bridge Notes; provided that, on behalf of the Merger Shareholders, Parent shall deposit into the Escrow Fund the Escrow Amount out of the aggregate number of shares of Parent Common Stock otherwise issuable to the Merger Shareholders pursuant to Section 1.6. Each Merger Shareholder shall be deemed to have contributed his or her Pro Rata Portion of the Escrow Amount to the Escrow Fund. Promptly after the Effective Time, Parent shall also make available to the Exchange Agent for exchange in accordance with this Article I, cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.6(g) hereof, less any amount required to be withheld from such cash under foreign, federal, state or local tax laws. Exchange Procedures. On or promptly after the Effective Time, the Shareholders will surrender the certificates representing their Company Common and Preferred Stock (the "Stock Certificates") to the Exchange Agent for cancellation and the holders of Bridge Notes will surrender the Bridge Notes marked "cancelled" to the Exchange Agent, together with a letter of transmittal in such form and having such provisions as Parent may reasonably request. Upon surrender of a Stock Certificate for cancellation or a Bridge Note marked "cancelled" to the Exchange Agent, or such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, subject to the terms of Section 1.6 hereof, the holder of such Stock Certificate or Bridge Note marked "cancelled" shall be entitled to receive from the Exchange Agent in exchange therefor a certificate representing the number of whole shares of Parent Common Stock such holder is entitled to receive pursuant to Section 1.6 hereof (less, in the case of a holder of a Stock Certificate, the number of shares of Parent Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Section 1.7(b) above and Article VII hereof), and the Stock Certificate or Bridge Note so surrendered shall be canceled. Until so surrendered, each outstanding Stock Certificate or Bridge Note will be deemed from the Effective Time and f...
Parent to Provide Parent Common Stock and Cash. On the Closing Date, Parent shall deliver to the Exchange Agent for exchange and payment in accordance with this Article II shares of Parent Common Stock (which shall be in non-certificated book-entry form) and an amount of cash in U.S. dollars sufficient to be issued and paid pursuant to Section 2.9(a), Section 2.10(b) and Section 2.12(h), payable pursuant to the provisions of this Article II, in each case, in accordance with the provisions of a paying agent agreement and exchange agent agreement to be executed at the Effective Time in forms reasonably acceptable to the Shareholders’ Agent. Parent shall cause the Exchange Agent to make such payments of cash and shares of Parent Common Stock to the applicable Effective Time Holders in accordance with this Article II.
Parent to Provide Parent Common Stock and Cash. As soon as reasonably practicable (but in any event within two (2) Business Days) following the Closing Date, Parent shall make available to the Exchange Agent for exchange in accordance with FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. this Article II the Closing Merger Consideration, comprising shares of Parent Common Stock issuable and cash payable pursuant to Section 2.6 hereof in exchange for outstanding shares of Eligible Stock. Parent shall reserve the Total Escrow Amount pursuant to Section 2.6(a)(iv), consisting of cash payable on the Escrow Distribution Date, subject to reduction as required to satisfy the indemnification obligations pursuant to Article VIII.
Parent to Provide Parent Common Stock and Cash. As soon as reasonably practicable (but in any event within five (5) Business Days) following the Closing Date, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I the shares of Parent Common Stock issuable and cash payable pursuant to Section 1.6 hereof in exchange for outstanding shares of Company Capital Stock; provided, however, that, on behalf of the Stockholders, Parent shall deposit into the Escrow Fund an amount of cash equal to the sum of the Escrow Amount and the Expense Escrow Amount, and into the Tax Escrow Fund an amount of cash equal to the Tax Escrow Amount, in each case out of the aggregate cash otherwise payable to the Stockholders pursuant to Section 1.6 hereof. Parent shall be deemed to have contributed on behalf of each Stockholder such Stockholder’s Pro Rata Portion of the sum of the Escrow Amount and the Expense Escrow Amount to the Escrow Fund, rounded to the nearest whole cent (with 0.5 of a cent rounded up).
Parent to Provide Parent Common Stock and Cash. Promptly after the Effective Time and the completion of the redesignation calculations pursuant to Section 1.6(d), Parent shall deposit with the Exchange Agent for exchange in accordance with this Section 1.8 the shares of Parent Common Stock issuable and Cash Consideration payable pursuant to Section 1.6 as Initial Merger Consideration in exchange for outstanding shares of Company Capital Stock; PROVIDED, HOWEVER, that, on behalf of the Stockholders, Parent shall deposit the Escrow Amount with the Escrow Agent pursuant to Section 1.6(h) and Article IX.
