Paying Agent; Paying Agent Fund. At the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, in trust for the benefit of the Company Common Stockholders, Company RSU Holders, Executive Company RSU Holders and Company Optionholders, cash in U.S. dollars payable to the Company Common Stockholders, Company RSU Holders, Executive Company RSU Holders and Company Optionholders pursuant to this Article III in an amount equal to the sum of the aggregate (w) Company Common Stockholder Closing Consideration, (x) Company RSU Holder Closing Consideration, (y) Executive Company RSU Holder Closing Payments and (z) Company Optionholder Closing Consideration. Any money deposited with the Paying Agent, together with any interest or other earnings thereon shall hereinafter referred to as the “Paying Agent Fund.”
Paying Agent; Paying Agent Fund. At the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent, in trust (A) for the benefit of the Company Stockholders (other than Employee Company Restricted Stockholders with respect to Company Restricted Stock for which they have not timely filed a Section 83(b) election with the Internal Revenue Service) and Non-Employee Company Optionholders, cash in U.S. dollars payable to such Persons pursuant to this Section 3.2(b) in an amount equal to the sum of (1) the aggregate Company Capital Stock Closing Cash Consideration payable to such Company Stockholders, plus (2) the aggregate Company Option Closing Cash Consideration payable with respect to Non-Employee Company Optionholders and (B) for the benefit of the Company Stockholders and Company Optionholders, evidence of book-entry shares representing the Aggregate Parent Common Stock Consideration, and (C) the aggregate amount of cash payable to the Company Stockholders and Company Optionholders in lieu of fractional shares pursuant to Section 3.2(i). Any such shares of Parent Common Stock and cash deposited with the Paying Agent, together with any interest or other earnings thereon shall hereinafter be referred to as the “Paying Agent Fund.” The Paying Agent Fund shall be subject to the terms of this Agreement and the Paying Agent Agreement. Notwithstanding anything in this Agreement, in no event shall Parent be obligated to issue (i) more than 8,064,516 shares of Parent Common Stock in the aggregate pursuant to this Agreement or (ii) a number of shares of Parent Common Stock that would require the vote or approval of any stockholder of Parent.
Paying Agent; Paying Agent Fund. At the Merger 1 Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent, in trust for the benefit of the Unitholders and Seller, (x) cash in immediately available funds payable to the Unitholders and Seller pursuant to this Article III in an amount equal to the Closing Cash Consideration (less any portion thereof that shall constitute Unvested Merger 2 Consideration) and (y) stock certificates representing the number of shares of Parent Common Stock (or, if applicable, Parent Series D Preferred Stock and Parent Series E Preferred Stock) necessary to make all payments of the Stock Consideration pursuant to this Article III (less any portion thereof that shall constitute Unvested Merger 2 Consideration). Any cash and shares of Parent Common Stock (or, if applicable, Parent Series D Preferred Stock and Parent Series E Preferred Stock) deposited with the Paying Agent, together with any interest or other earnings thereon shall hereinafter be referred to as the “Paying Agent Fund”. Parent shall also deposit, or shall cause to be deposited, with the Paying Agent from time to time as needed and on a prompt basis additional cash in immediately available funds sufficient to pay any cash in lieu of fractional shares of Parent Common Stock to which Seller and the Unitholders are entitled pursuant to Section 3.3(g).
Paying Agent; Paying Agent Fund. At the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent, in trust for the benefit of the Company Stockholders, (A) certificates or evidence of book-entry shares representing a number of shares of Parent Common Stock deliverable to the Company Stockholders pursuant to this ARTICLE III representing the aggregate Accredited Investor Closing Stock Consideration, (B) cash in Dollars payable to the Company Stockholders pursuant to this ARTICLE III in an amount equal to the aggregate Closing Cash Consideration, and (C) the aggregate amount of cash payable to the Company Stockholders in lieu of fractional shares pursuant to Section 3.2(g). Any such shares of Parent Common Stock and cash deposited with the Paying Agent, together with any interest or other earnings thereon shall hereinafter be referred to as the “Paying Agent Fund.” The Paying Agent Fund shall be subject to the terms of this Agreement and the Paying Agent Agreement. At the Effective Time, Parent shall also deliver to the Paying Agent the Investor Designations. Parent shall also deliver updated Investor Designations from time to time on a reasonably prompt basis as may be necessary for any Company Stockholder or Company Optionholder to receive its applicable shares of Parent Common Stock in accordance with this Agreement.
Paying Agent; Paying Agent Fund
