Common use of Paying Agent; Payment Fund Clause in Contracts

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) and to receive the Merger Consideration and the Option Consideration to which such holders shall become entitled pursuant to this Article II. On the Closing Date and prior to the filing of the Certificate of Merger, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock and Company Stock Options, for payment in accordance with this Article II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 and the aggregate Option Consideration payable pursuant to Section 2.3 (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely for the account of Parent or the Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses of the Paying Agent in connection with the exchange of shares for the Merger Consideration and the surrender of Company Stock Options for the Option Consideration.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub Parent shall enter into an agreement with an the Company’s transfer agent (or another entity designated by Parent and reasonably acceptable to the Company Company) to act as agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) and to receive the Merger Consideration and the Option Consideration to which such holders shall become entitled pursuant to this Article II. On the Closing Date and prior to the filing of the Certificate of Merger, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the former holders of shares of Company Common Stock and Company Stock OptionsStock, for payment in accordance with this Article II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 and the aggregate Option Consideration payable pursuant to Section 2.3 (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.32.1, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed as reasonably directed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely for the account of Parent or the Surviving CorporationParent. If for any reason (including losses) the Payment Fund is inadequate to pay any of the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively2.1, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for prompt payment thereof. The Payment Fund shall not be used for any other purposepurpose other than to fund payments due pursuant to Section 2.1. The Surviving Corporation shall pay all charges and expenses expenses, including those of the Paying Agent Agent, in connection with the exchange of shares for the Merger Consideration and the surrender of Company Stock Options for the Option Consideration. Any interest or other income resulting from investment of the Payment Fund shall be payable to the Surviving Corporation or its designee, as the Surviving Corporation directs.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub Parent shall enter into an agreement with an entity designated by Parent and appoint a paying agent reasonably acceptable to the Company to act as agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) and to receive act as the agent for the purpose of paying the Merger Consideration for: (i) the Certificates; and (ii) Book-Entry Shares. In connection therewith, the parties shall enter into an agreement with the Paying Agent in a form reasonably acceptable to Parent and the Option Consideration to which such holders shall become entitled pursuant to this Article IICompany. On or before the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause Merger Sub to be depositeddeposit, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock and Company Stock Options, for payment in accordance with this Article II through the Paying Agent, cash in an amount sufficient funds to permit payment of pay the aggregate Merger Consideration that is payable pursuant to Section 2.1 in respect of all of the Company Shares represented by the Certificates and the aggregate Option Consideration payable pursuant Book-Entry Shares (other than: (A) shares to be cancelled and retired in accordance with Section 2.3 2.01(a); and (B) Dissenting Shares) (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver ) in amounts and at the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely times necessary for the account of Parent or the Surviving Corporationsuch payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses expenses, including those of the Paying Agent Agent, in connection with the exchange of shares Company Shares for the Merger Consideration Consideration. Promptly after the Effective Time (but in any event not later than three Business Days after the Effective Time), Parent shall send, or shall cause the Paying Agent to send, to each record holder of Company Shares at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof pursuant to Section 2.06) or transfer of the Book-Entry Shares to the Paying Agent, and which letter of transmittal will be in customary form and have such other provisions as Parent and the surrender Surviving Corporation may reasonably specify) for use in such exchange (the “Letter of Company Stock Options for the Option ConsiderationTransmittal”).

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub Parent shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as appoint a paying agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) and (the identity of which shall be reasonably acceptable to receive the Company) to act as the agent for the purpose of paying the Merger Consideration for: (i) the Certificates; and (ii) the Option Consideration to which such holders shall become entitled pursuant to this Article IIBook-Entry Shares. On At or promptly following the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause the Surviving Corporation to be depositeddeposit, with the Paying Agent, for sufficient funds to pay the benefit aggregate Merger Consideration that is payable in respect of all of the holders of shares of Company Common Stock and Company Stock Options, for payment in accordance with this Article II through represented by the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 Certificates and the aggregate Option Consideration payable pursuant to Section 2.3 Book-Entry Shares (other than Cancelled Shares and Dissenting Shares) (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver ) in amounts and at the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely times necessary for the account of Parent or the Surviving Corporationsuch payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation to promptly to deposit deposit, in trust, additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation Parent shall pay or cause to be paid all fees, charges and expenses expenses, including those of the Paying Agent Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, whose Company Common Stock was converted pursuant to Section 2.01(b) into the right to receive the Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent, and which letter of transmittal will be in customary form and have such other provisions as Parent and the surrender of Company Stock Options Surviving Corporation may reasonably specify) for the Option Considerationuse in such exchange.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub Parent shall enter into an agreement with an entity designated by Parent and designate a bank or trust company who shall be reasonably acceptable satisfactory to the Company to act as paying agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “"Paying Agent”) "), and to receive the Merger Consideration and the Option Consideration to which such holders shall become entitled pursuant to this Article II. On the Closing Date and on or prior to the filing of the Certificate of MergerClosing Date, Parent shall deposit, deposit or cause to be deposited, deposited with the Paying Agent, Agent for the benefit of the holders of the Company Common Stock (other than the Company and holders of Dissenting Shares) cash in an amount necessary for the payment of the Merger Consideration as provided in Section 2.1 upon surrender of certificates representing shares of Company Common Stock and Company Stock Options, for payment in accordance as part of the Merger. Funds deposited with this Article II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 and the aggregate Option Consideration payable pursuant to Section 2.3 (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested by the Paying Agent as directed by Parent or, after the Effective Time, the Surviving Corporation, provided that such investments shall only be in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Moody's Investors Service, Inc. or Standard & Poor’s 's Corporation, respectively; providedresxxxxxxxly, howeveror in certificates of deposit, that any bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1 billion. Any interest or other income resulting from the investment of the Payment Fund earned on such funds shall be solely for the account of Parent or the Surviving Corporation. The Paying Agent shall, pursuant to irrevocable instructions from Parent and the Surviving Corporation, use the funds deposited with the Paying Agent to pay the holders of the Company Common Stock in accordance with this Article II, and such funds shall not be used for any other purpose. If for any reason (including losses) the Payment Fund is funds on deposit with the Paying Agent are inadequate to pay the amounts to which the holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectivelyArticle II, Parent shall take all steps necessary to enable or cause the Surviving Corporation to promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses of the Paying Agent in connection with the exchange of shares for the Merger Consideration and the surrender of Company Stock Options for the Option Consideration.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub Parent shall enter into an agreement with an entity designated by Parent and appoint a paying agent reasonably acceptable satisfactory to the Company to act as agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) and to receive act as the agent for the purpose of paying the Merger Consideration for: (i) the Certificates; and (ii) the Option Consideration to which such holders shall become entitled pursuant to this Article IIBook-Entry Shares. On At or promptly following the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause the Surviving Corporation to be depositeddeposit, with the Paying Agent, for sufficient funds to pay the benefit aggregate Merger Consideration that is payable in respect of all of the holders of shares of Company Common Stock represented by the Certificates and Company Stock Options, for payment the Book-Entry Shares (other than: (A) shares to be cancelled and retired in accordance with this Article II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 2.01(a); and the aggregate Option Consideration payable pursuant to Section 2.3 (B) Dissenting Shares) (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver ) in amounts and at the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely times necessary for the account of Parent or the Surviving Corporationsuch payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any purpose other purposethan as expressly provided in this Agreement. The Surviving Corporation shall pay all charges and expenses expenses, including those of the Paying Agent Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, whose Company Common Stock was converted pursuant to Section 2.01(b) into the right to receive the Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent, and which letter of transmittal will be in customary form reasonably acceptable to the Company and Parent prior to the Effective Time and have such other provisions as the Company, Parent and the surrender of Company Stock Options Paying Agent may reasonably agree) for the Option Considerationuse in such exchange.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub Parent shall enter into an agreement with an entity designated by Parent and appoint a paying agent reasonably acceptable to the Company to act as agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) and to receive act as the agent for the purpose of paying the Merger Consideration for: (i) the Certificates; and (ii) the Book-Entry Shares. In connection therewith, Parent and the Option Consideration Company shall enter into an agreement with the Payment Agent in form reasonably acceptable to which such holders shall become entitled pursuant to this Article IIParent and the Company. On or before the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, for sufficient funds to pay the benefit aggregate Merger Consideration that is payable in respect of all of the holders of shares of Company Common Stock and Company Stock Options, for payment in accordance with this Article II through represented by the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 Certificates and the aggregate Option Consideration payable pursuant to Section 2.3 Book-Entry Shares (other than: (A) Cancelled Shares; and (B) Dissenting Shares) (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver ) in amounts and at the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely times necessary for the account of Parent or the Surviving Corporationsuch payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses expenses, including those of the Paying Agent Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration Consideration. Promptly after the Effective Time (but in any event no more than three (3) Business Days after the Effective Time), Parent shall send, or shall cause the Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, whose Company Common Stock was converted pursuant to Section 2.01(b) into the right to receive the Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent, and which letter of transmittal will be in customary form and have such other provisions as Parent and the surrender of Company Stock Options Surviving Corporation may reasonably specify) for the Option Considerationuse in such exchange.

Paying Agent; Payment Fund. Prior to the Effective TimeOffer Closing Date, Merger Sub Parent shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as appoint a paying agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) and to act as the agent for the holders of Shares to receive the Merger Consideration and the Option Consideration aggregate consideration to which such holders shall become entitled pursuant to this Article IISection 1.01(f) and Section 3.01(b). On The Paying Agent Agreement pursuant to which Parent shall appoint the Closing Date Paying Agent shall be in form and substance reasonably acceptable to the Company. Immediately prior to the filing of the Certificate of MergerOffer Closing, Parent shall deposit, or cause the Surviving Corporation to be depositeddeposit, with the Paying Agent, for the benefit cash sufficient to make payment of the holders of shares of Company Common Stock cash consideration payable pursuant to Section 1.01(f) and Company Stock Options, for payment in accordance with this Article II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 and the aggregate Option Consideration payable pursuant to Section 2.3 (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely for the account of Parent or the Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 1.01(f) and Section 2.3, respectively3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose, except as set forth in Section 3.02(c). The Surviving Corporation Parent shall pay pay, or cause to be paid, all charges fees, charges, and expenses of the Paying Agent. Promptly after the Effective Time (but in no event later than three Business Days thereafter), Parent shall send, or shall cause the Paying Agent in connection with the exchange to send, to each record holder of shares for of Company Common Stock at the Effective Time, whose Company Common Stock was converted pursuant Section 3.01(b) into the right to receive the Merger Consideration Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent, and which letter of transmittal will be in customary form and have such other provisions as Parent and the surrender of Company Stock Options Surviving Corporation may reasonably specify) for the Option Considerationuse in such exchange.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub Parent shall enter into an agreement with an entity designated by Parent and appoint a paying agent, reasonably acceptable to the Company to act as agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger Company, (the (“Paying Agent”) and to receive act as the agent for the purpose of paying the Merger Consideration for: (i) the Certificates; and (ii) the Option Consideration to which such holders shall become entitled pursuant to this Article IIBook-Entry Shares. On or before the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause the Surviving Corporation to be depositeddeposit, with the Paying Agent, for sufficient funds to pay the benefit aggregate Merger Consideration that is payable in respect of all of the holders of shares of Company Common Stock represented by the Certificates and Company Stock Options, for payment the Book-Entry Shares (other than: (A) shares to be cancelled and retired in accordance with this Article II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 2.01(a); and the aggregate Option Consideration payable pursuant to Section 2.3 (B) Dissenting Shares) (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver ) in amounts and at the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely times necessary for the account of Parent or the Surviving Corporationsuch payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses expenses, including those of the Paying Agent Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration Consideration. Promptly after the Effective Time, but in any event not later than 3 Business Days after the Effective Time, Parent shall send, or shall cause the Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, whose Company Common Stock was converted pursuant to Section 2.01(b) into the right to receive the Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent, and which letter of transmittal will be in customary form and have such other provisions as Parent and the surrender of Company Stock Options Surviving Corporation may reasonably specify) for the Option Considerationuse in such exchange.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub Parent shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as appoint a paying agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) and to receive act as the agent for the purpose of paying the Merger Consideration for: (i) the Certificates; and (ii) the Option Consideration to which such holders shall become entitled pursuant to this Article IIBook-Entry Shares. On Promptly following the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause the Surviving Corporation to be depositeddeposit, with the Paying Agent, for sufficient funds to pay the benefit aggregate Merger Consideration that is payable in respect of all of the holders of shares of Company Common Stock represented by the Certificates and Company Stock Options, for payment the Book-Entry Shares (other than: (A) shares to be cancelled and retired in accordance with this Article II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 2.01(a); and the aggregate Option Consideration payable pursuant to Section 2.3 (B) Dissenting Shares) (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver ) in amounts and at the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely times necessary for the account of Parent or the Surviving Corporationsuch payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses expenses, including those of the Paying Agent Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, whose Company Common Stock was converted pursuant to Section 2.01(b) into the right to receive the Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent, and which letter of transmittal will be in customary form and have such other provisions as Parent and the surrender of Company Stock Options Surviving Corporation may reasonably specify) for the Option Considerationuse in such exchange.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub shall enter into an agreement with an the Company’s transfer agent (or another entity designated by Parent and reasonably acceptable to the Company Company) to act as agent for the holders of Company Common Stock and (but not holders of the Restricted Company Common Stock or the Company Stock Options Options) in connection with the Merger (the “Paying Agent”) and to receive the Merger Consideration and the Option Consideration to which such holders shall become entitled pursuant to this Article II2. On the Closing Date and prior to the filing of the Certificate Articles of Merger, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock and (but not Restricted Company Common Stock or Company Stock Options), for payment in accordance with this Article II 2 through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 and the aggregate Option Consideration payable pursuant to Section 2.3 2.06 (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration payable with respect to Company Common Stock (but not with respect to the Restricted Company Common Stock or the Company Stock Options) pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, 2.06 out of the Payment Fund. The Payment Fund shall be invested by the Paying Agent as directed by Merger Sub; provided, however, that such investments shall be in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America or America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors ServiceServices, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely for the account of Parent or the Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively2.06, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses expenses, including those of the Paying Agent Agent, in connection with the exchange of shares for the Merger Consideration and the surrender of Company Stock Options for the Option Consideration. Any interest or other income resulting from investment of the Payment Fund shall become part of the Payment Fund.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub Parent shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act appoint as a paying agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) and ), the Company’s existing transfer agent or another Person reasonably acceptable to receive the Company, to act as the agent for the purpose of paying the Merger Consideration for: (i) the Certificates; and (ii) the Option Consideration to which such holders shall become entitled pursuant to this Article IIBook-Entry Shares. On At or immediately following the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, for sufficient funds to pay the benefit aggregate Merger Consideration that is payable in respect of all of the holders of shares of Company Common Stock then outstanding (other than: (A) shares to be cancelled and Company Stock Options, for payment retired in accordance with this Article II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 2.01(a); and the aggregate Option Consideration payable pursuant to Section 2.3 (B) Dissenting Shares) (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely for the account of Parent or the Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options immediately prior to the Effective Time shall be entitled under Section 2.1 and Section 2.3, respectively2.01(b), Parent shall take all steps necessary to enable promptly deposit, or cause the Surviving Corporation promptly to deposit additional cash be deposited, with the Paying Agent additional funds necessary so that the Paying Agent holds sufficient funds to make all remaining payments of Merger Consideration required to be made under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation Parent shall pay pay, or cause to be paid, all charges and expenses expenses, including those of the Paying Agent Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration. Promptly (but in any event no later than the third Business Day) after the Effective Time, Parent shall mail, or shall cause the Paying Agent to mail, to each record holder of Certificates that immediately prior to the Effective Time represented shares of Company Common Stock that were converted pursuant to Section 2.01(b) into the right to receive the Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which letter of transmittal shall be in customary form and have such other provisions as Parent and the Surviving Corporation may reasonably specify) for use in such exchange. Promptly (but in any event no later than the third Business Day) after the Effective Time, Parent shall, or shall cause the Paying Agent to mail to each holder of record immediately prior to the Effective Time of Book-Entry Shares that were converted pursuant to Section 2.01(b) into the right to receive the Merger Consideration and customary instructions for use in effecting the surrender of Company Stock Options Book-Entry Shares in exchange for the Option Merger Consideration.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as agent for the holders of Company Common Stock and holders of the Company Stock Options shall, in connection consultation with the Merger Company, identify and appoint a nationally recognized US-based financial institution as paying agent (the “Paying Agent”) and to receive act as the agent for the purpose of paying the Merger Consideration for: (i) the Certificates; and (ii) the Option Consideration to which such holders shall become entitled pursuant to this Article IIBook-Entry Shares. On At or promptly following the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause the Surviving Corporation to be depositeddeposit, with the Paying Agent, for sufficient funds to pay the benefit aggregate Merger Consideration that is payable in respect of all of the holders of shares of Company Common Stock represented by the Certificates and Company Stock Options, for payment the Book-Entry Shares (other than: (A) shares to be cancelled and retired in accordance with this Article II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 2.01(a); and the aggregate Option Consideration payable pursuant to Section 2.3 (B) Dissenting Shares) (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver ) in amounts and at the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely times necessary for the account of Parent or the Surviving Corporationsuch payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses expenses, including those of the Paying Agent Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, whose Company Common Stock was converted pursuant to Section 2.01(b) into the right to receive the Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent, and which letter of transmittal will be in customary form and have such other provisions as Parent and the surrender of Company Stock Options Surviving Corporation may reasonably specify) for the Option Considerationuse in such exchange.

Paying Agent; Payment Fund. (i) Prior to the Effective Time, Merger Sub shall enter into an agreement with an entity designated by Parent and reasonably acceptable to will designate the Company Company’s transfer agent, Equiniti, to act as paying agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger hereunder (the “Paying Agent”) and to receive for the purpose of exchanging shares of Company Class A Common Stock for the Merger Consideration and will enter into an agreement reasonably satisfactory to the Option Consideration Company with the Paying Agent relating to which such holders shall become entitled pursuant the services to this Article IIbe performed by the Paying Agent. On the Closing Date and At or prior to the filing of the Certificate of MergerEffective Time, Parent shall irrevocably deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock and Company Stock Options, for payment in accordance with this Article II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant with respect to Section 2.1 and all shares of Company Class A Common Stock outstanding immediately prior to the aggregate Option Consideration payable pursuant to Section 2.3 Effective Time (other than Excluded Shares) (the “Payment Fund”). (ii) The aggregate Merger Consideration deposited with the Paying Agent may, pending its disbursement to holders of shares of Company Class A Common Stock and as reasonably directed by Parent, be invested by the Paying Agent in (A) short-term commercial paper obligations of issuers organized under the Laws of a state of the U.S., rated A-1 or P-1 or better by Moxxx’x Xnvestors Service, Inc. or Standard & Poor’s Ratings Service, respectively, or in certificates of deposit, bank repurchase agreements or bankers’ acceptances of commercial banks with capital exceeding $10,000,000,000, or in mutual funds investing in such assets or (B) short-term obligations for which the full faith and credit of the U.S. is pledged to provide for the payment of principal and interest, or in mutual funds investing in such assets. Any interest or other income resulting from investment of the Payment Fund shall become part of the Payment Fund. No investment or investment losses resulting from such investment by the Paying Agent of the aggregate Merger Consideration shall relieve Parent, the Surviving Corporation or the Paying Agent from making the payments required by this Section 3.3, and Parent shall promptly replace any funds deposited with the Paying Agent lost through any investment made pursuant to this Section 3.3. No investment by the Paying Agent of the aggregate Merger Consideration shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Following the Effective Time, Paxxxx xgrees to make available to the Paying Agent, from time to time as needed, additional cash to pay the Merger Consideration as contemplated by this Section 3.3 in the event the Payment Fund has insufficient cash to make payments of the Merger Consideration as contemplated by this Section 3.3. (iii) The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, 3.1 out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely for the account of Parent or the Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses of the Paying Agent in connection with the exchange of shares for the Merger Consideration and the surrender of Company Stock Options for the Option Consideration.

Paying Agent; Payment Fund. (a) No more than five Business Days, and no fewer than three Business Days, prior to the Effective Time, the Company shall prepare and deliver to Parent (with a copy to the Securityholders’ Representative) a schedule (the “Disbursement Schedule”) in the form attached as Exhibit F, which schedule shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Effective Time: (i) the names of all the Company Stockholders and Bonus Plan Participants, and their respective addresses and email addresses as and to the extent reflected in the records of the Company; (ii) the number, class and series of shares of Company Capital Stock (with Certificate numbers) held by such Persons; (iii) the amount of cash payable to each Company Stockholder and Bonus Plan Participant, pursuant to Section 3.4(a) and Section 3.5(d) (other than amounts payable pursuant to Sections 3.6(e) and 13.3, as applicable); (iv) the calculation of each Indemnifying Person’s Pro Rata Share; (v) the amount of Estimated Transaction Expenses payable to each payee thereof; (vi) the amount of Estimated Benefits Liabilities payable to each payee thereof; (vii) the amount of Closing Date Indebtedness payable to each payee thereof (viii) a schedule of the payees and accounts to which each of the foregoing payments will be made and (ix) a separate column that indicates whether each Company Stockholder and Bonus Plan Participant will be paid by the Paying Agent or through Company payroll. (b) Prior to the Effective Time, Merger Sub shall enter into an agreement with an entity designated by Parent and reasonably acceptable the Securityholders’ Representative shall engage the Paying Agent, pursuant to the Company paying agent agreement in the form attached as Exhibit G (the “Paying Agent Agreement”), for payment of the portion of the Payment Fund then due to act as agent for the holders of Company Common Capital Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) and to receive the Merger Consideration and the Option Consideration to which such holders shall become entitled pursuant to this Article II. On the Closing Date and prior Section 3.4(a), pursuant to the filing of Disbursement Schedule. At the Certificate of MergerEffective Time, Parent shall deposit, deposit or cause to be deposited, deposited with the Paying Agent, for the benefit of to be further distributed to the holders of shares of the Company Common Capital Stock and Company Stock Options, for payment in accordance with this Article II through an account specified by the Paying AgentAgent to Parent no later than three Business Days prior to the Closing Date, cash in an amount sufficient equal to permit payment of the aggregate Merger Consideration payable pursuant Closing Payment. Such funds provided to Section 2.1 and the aggregate Option Consideration payable pursuant Paying Agent are referred to Section 2.3 (herein as the “Payment Fund.”). The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment (c) Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Company Capital Stock one year after the Effective Time shall be solely for delivered by the account of Parent or the Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate Paying Agent to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly upon demand. Any former holders of Company Capital Stock who have not theretofore complied with this Article III shall thereafter look only to deposit additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The of the portion of the Payment Fund shall not be used for payable with respect thereto. (d) Notwithstanding any other purpose. The provision of this Agreement to the contrary, none of Parent, the Surviving Corporation shall pay all charges and expenses of or the Paying Agent shall be liable to any Person for any amount properly paid from the Payment Fund or delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (e) The Paying Agent shall hold, invest and release the Payment Fund in connection accordance with the exchange terms of shares for the Merger Consideration this Agreement and the surrender of Company Stock Options for the Option ConsiderationPaying Agent Agreement.

Paying Agent; Payment Fund. Prior to the Effective Time, Parent shall appoint a paying agent reasonably acceptable to the Company (the "Paying Agent") to act as the agent for the purpose of paying the Merger Sub Consideration in accordance with this ARTICLE III. In connection therewith, Parent shall enter into an agreement with an entity designated by Parent and the Paying Agent in a form reasonably acceptable to the Company to act as agent for the holders of Company Common Stock and holders of the Company Stock Options in connection Company. Prior to, at or substantially concurrently with the Merger (the “Paying Agent”) and to receive the Merger Consideration and the Option Consideration to which such holders shall become entitled pursuant to this Article II. On the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause the Surviving Corporation to be depositeddeposit, with the Paying Agent, for sufficient funds to pay the benefit aggregate Merger Consideration that is payable in the Merger in respect of all of the holders of shares of Company Common Stock represented by the Certificates and Company Stock Options, for payment the Book-Entry Shares (other than: (A) shares to be cancelled and retired in accordance with this Article II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 3.01(a) and the aggregate Option Consideration payable pursuant to Section 2.3 (B) Dissenting Shares) (the “"Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver ") in amounts and at the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely times necessary for the account of Parent or the Surviving Corporationsuch payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectivelythis ARTICLE III, Parent shall, or shall take all steps necessary to enable or cause the Surviving Corporation to, promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereofARTICLE III. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses expenses, including those of the Paying Agent Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, whose Company Common Stock was converted pursuant to Section 3.01(b) into the right to receive the Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which letter of transmittal will be in customary form and have such other provisions as Parent and the surrender of Company Stock Options Surviving Corporation may reasonably specify) for the Option Considerationuse in such exchange.

Paying Agent; Payment Fund. Prior to the Merger Effective Time, Merger Sub Buyer shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as appoint a paying agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) to act as the agent for the purpose of paying the Cash Merger Consideration for: (i) the Certificates; and to receive (ii) the Book-Entry Shares. At or promptly following the Merger Consideration and the Option Consideration to which such holders shall become entitled pursuant to this Article II. On the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent Buyer shall deposit, or cause the Surviving Corporation to be depositeddeposit, with the Paying Agent, for sufficient funds to pay the benefit aggregate Cash Merger Consideration that is payable in respect of all of the holders of Common Shares represented by the Certificates and the Book-Entry Shares (other than: (A) shares of Company Common Stock to be cancelled and Company Stock Options, for payment retired in accordance with this Article II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 4.1(a); and the aggregate Option Consideration payable pursuant to Section 2.3 (B) Dissenting Shares) (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver ) in amounts and at the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely times necessary for the account of Parent or the Surviving Corporationsuch payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.34.1(b), respectively, Parent Buyer shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all All charges and expenses expenses, including those of the Paying Agent in connection with the exchange of shares Common Shares for the Cash Merger Consideration Consideration, the R&WI Expense (as defined in Section 11.1) and any unpaid Broker Fees, as defined in Section 5.20 (collectively, the “Merger Fees”), shall be deducted from the Gross Amount pursuant to Section 4.1(b). All charges and expenses, including those of the Rights Agent (as defined in the Contingent Value Rights Agreement) and those described in Section 3.2(p) of the Contingent Value Rights Agreement, in connection with the Contingent Value Rights Agreement, and any Broker Fees payable in connection with the Contingent Value Rights Agreement (collectively, the “CVR Fees”) shall be deducted from the contingent value payable pursuant to the Contingent Value Rights Agreement pursuant to Section 4.1(b). Promptly after the Merger Effective Time, Buyer shall send, or shall cause the Paying Agent to send, to each record holder of Common Shares immediately prior to the Merger Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent, and which letter of transmittal will be in customary form and have such other provisions as Buyer and the surrender of Company Stock Options Surviving Corporation may reasonably specify) for the Option Considerationuse in such exchange.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub Parent shall enter into an agreement with an entity designated by Parent and appoint a paying agent reasonably acceptable to the Company to act as agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) and to receive act as the agent for the purpose of paying the Merger Consideration for: (i) the Certificates; and (ii) the Option Consideration to which such holders shall become entitled pursuant to this Article IIBook-Entry Shares. On or before the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause the Surviving Corporation to be depositeddeposit, with the Paying Agent, for sufficient funds to pay the benefit aggregate Merger Consideration that is payable in respect of all of the holders of shares of Company Common Stock and Company Stock Options, for payment in accordance with this Article II through represented by the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 Certificates and the aggregate Option Consideration payable pursuant to Section 2.3 Book-Entry Shares (other than Cancelled Shares) (the “Payment Fund”)) in amounts and at the times necessary for such payments. The In connection therewith, Parent shall enter into an agreement with the Paying Agent shall, pursuant in a form reasonably acceptable to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely for the account of Parent or the Surviving CorporationCompany. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses of the Paying Agent Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration Consideration. Promptly after the Effective Time (but in no event later than five (5) Business Days after the Effective Time), Parent shall cause the Paying Agent to send, to each record holder of shares of Company Common Stock (as of immediately prior to the Effective Time), whose Company Common Stock was converted pursuant to Section 2.01(b) into the right to receive the Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent, and which letter of transmittal will be in customary form and have such other provisions as Parent and the surrender of Company Stock Options Surviving Corporation may reasonably specify) for the Option Considerationuse in such exchange.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub Parent shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger appoint Computershare Inc. (the “Paying Agent”) and to receive act as the agent for the purpose of paying the Merger Consideration for: (i) the Certificates; and (ii) the Option Consideration to which such holders shall become entitled pursuant to this Article IIBook-Entry Shares. On the Closing Date and At or prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, for cash in U.S. dollars sufficient to pay the benefit aggregate Merger Consideration that is payable in respect of all of the holders of shares of Company Common Stock represented by the Certificates and Company Stock Options, for payment the Book-Entry Shares (other than: (A) shares to be cancelled and retired in accordance with this Article II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 2.01(a); and the aggregate Option Consideration payable pursuant to Section 2.3 (B) Dissenting Shares) (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely for the account of Parent or the Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to immediately deposit in trust additional cash in U.S. dollars with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purposepurpose that is not expressly provided for in this Agreement. The Surviving Corporation Company shall pay all charges and expenses expenses, including those of the Paying Agent Agent, in connection with the transactions contemplated by this Agreement, including the exchange of shares of Company Common Stock for the Merger Consideration Consideration. To the extent required by the Paying Agent, promptly after the Effective Time (and in any event within two Business Days thereafter), Parent shall send, or shall cause the Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, whose Company Common Stock was converted pursuant to Section 2.01(b) into the right to receive the Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent, and which letter of transmittal will be in customary form and have such other customary provisions as Parent and the surrender of Company Stock Options may agree prior to the Closing) for the Option Considerationuse in such exchange.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as agent for all parties to this Agreement, as well as for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) and to receive the Merger Consideration and the Option Consideration to which such holders shall become entitled pursuant to this Article IIIII. On the Closing Date and prior to the filing of the Certificate of Merger, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock and Company Stock Options, for payment in accordance with this Article II III through the Paying Agent, cash (including the Deposit) in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 3.01 and the aggregate Option Consideration payable pursuant to Section 2.3 3.03 (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 3.01 and the Option Consideration payable pursuant to Section 2.33.03, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely for the account of Parent or the Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 3.01 and Section 2.33.03, respectively, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses of the Paying Agent in connection with the exchange of shares for the Merger Consideration and the surrender of Company Stock Options for the Option Consideration.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) and to receive the Merger Consideration and the Option Consideration to which such holders shall become entitled pursuant to this Article ARTICLE II. On the Closing Date and prior to the filing of the Certificate of Merger, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock and Company Stock Options, for payment in accordance with this Article ARTICLE II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 and the aggregate Option Consideration payable pursuant to Section 2.3 (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested by the Paying Agent, as directed by Parent, in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely for the account of Parent or the Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses of the Paying Agent in connection with the exchange of shares for the Merger Consideration and the surrender cancellation of Company Stock Options for the Option Consideration. Any interest or other income resulting from Investment of the Payment Fund shall become part of the Payment Fund.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub Parent shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as appoint a paying agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) pursuant to an agreement, in form and substance reasonably acceptable to receive the Company, to act as the agent for the purpose of paying the Merger Consideration for: (i) the Certificates; and (ii) the Option Consideration to which such holders shall become entitled pursuant to this Article IIBook-Entry Shares. On At or promptly following the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause the Surviving Corporation to be depositeddeposit, with the Paying Agent, for sufficient funds to pay the benefit aggregate Merger Consideration that is payable in respect of all of the holders of shares of Company Common Stock and Company Stock Options, for payment in accordance with this Article II through represented by the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 Certificates and the aggregate Option Consideration payable pursuant to Section 2.3 Book-Entry Shares (other than: (A) Cancelled Shares; and (B) Dissenting Shares) (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver ) in amounts and at the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely times necessary for the account of Parent or the Surviving Corporationsuch payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses expenses, including those of the Paying Agent Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, whose Company Common Stock was converted pursuant to Section 3.01(b) into the right to receive the Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent, and which letter of transmittal will be in customary form and have such other provisions as Parent and the surrender of Company Stock Options Surviving Corporation may reasonably specify and which shall be reasonably acceptable to the Company) for the Option Considerationuse in such exchange.

Paying Agent; Payment Fund. (i) Prior to the Effective Time, Merger Sub shall enter into an agreement with an entity designated by Parent and reasonably acceptable to will designate the Company Company’s transfer agent, Equiniti, to act as paying agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger hereunder (the “Paying Agent”) and to receive for the purpose of exchanging shares of Company Class A Common Stock for the Merger Consideration and will enter into an agreement reasonably satisfactory to the Option Consideration Company with the Paying Agent relating to which such holders shall become entitled pursuant the services to this Article IIbe performed by the Paying Agent. On the Closing Date and At or prior to the filing of the Certificate of MergerEffective Time, Parent shall irrevocably deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock and Company Stock Options, for payment in accordance with this Article II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant with respect to Section 2.1 and all shares of Company Class A Common Stock outstanding immediately prior to the aggregate Option Consideration payable pursuant to Section 2.3 Effective Time (other than Excluded Shares) (the “Payment Fund”). (ii) The aggregate Merger Consideration deposited with the Paying Agent may, pending its disbursement to holders of shares of Company Class A Common Stock and as reasonably directed by Xxxxxx, be invested by the Paying Agent in (A) short-term commercial paper obligations of issuers organized under the Laws of a state of the U.S., rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Service, respectively, or in certificates of deposit, bank repurchase agreements or bankers’ acceptances of commercial banks with capital exceeding $10,000,000,000, or in mutual funds investing in such assets or (B) short-term obligations for which the full faith and credit of the U.S. is pledged to provide for the payment of principal and interest, or in mutual funds investing in such assets. Any interest or other income resulting from investment of the Payment Fund shall become part of the Payment Fund. No investment or investment losses resulting from such investment by the Paying Agent of the aggregate Merger Consideration shall relieve Parent, the Surviving Corporation or the Paying Agent from making the payments required by this Section 3.3, and Parent shall promptly replace any funds deposited with the Paying Agent lost through any investment made pursuant to this Section 3.3. No investment by the Paying Agent of the aggregate Merger Consideration shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Following the Effective Time, Xxxxxx agrees to make available to the Paying Agent, from time to time as needed, additional cash to pay the Merger Consideration as contemplated by this Section 3.3 in the event the Payment Fund has insufficient cash to make payments of the Merger Consideration as contemplated by this Section 3.3. (iii) The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, 3.1 out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely for the account of Parent or the Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses of the Paying Agent in connection with the exchange of shares for the Merger Consideration and the surrender of Company Stock Options for the Option Consideration.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub Parent shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act appoint paying agent(s) as agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger necessary (collectively, the “Paying Agent”) to act as the agent(s) for the purpose of (i) exchanging the Merger Consideration for the cancellation of the shares of Company Stock as set forth in Section 2.01 and (ii) in respect of Depositary Shares over which Company CDIs were on issue immediately prior to the Effective Time, exchanging the Merger Consideration for the cancellation of such Depositary Shares and paying such consideration to the holders of such CDIs as directed by the Depositary in the manner set forth in Section 2.02(b)(ii), and enter into agreement(s) with the Paying Agent on terms and conditions that are satisfactory to the Company in its reasonable discretion relating to the services to be performed by the Paying Agent. At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, for the benefit of the holders of shares of Company Stock (other than the Excluded Shares and Dissenting Shares, but including Depositary Shares), cash in Australian dollars with the Paying Agent in an amount sufficient to pay the aggregate amount of the Merger Consideration payable pursuant to Section 2.01(a). The aggregate Merger Consideration deposited with the Paying Agent shall, pending its disbursement to or as directed by such holders, be invested by the Paying Agent as directed by Xxxxxx. Any interest and other income from such investments shall become part of the funds held by the Paying Agent for purposes of paying the aggregate Merger Consideration, and any amounts in excess of the aggregate amount of the Merger Consideration payable pursuant to Section 2.01(a) shall be returned to the Surviving Corporation in accordance with Section 2.02(e). Nothing contained herein and no investment losses resulting from investment of the Merger Consideration deposited with the Paying Agent shall diminish the rights of any holder of Company Stock or Company CDIs to receive the Merger Consideration as provided herein, and in the Option Consideration event the funds on deposit with the Paying Agent are insufficient to which such holders shall become entitled pursuant to this Article II. On pay the Closing Date and prior to the filing of the Certificate of Mergeraggregate Merger Consideration, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock and Company Stock Options, for payment in accordance with this Article II through Agent such additional funds to ensure that the Paying Agent, cash in an amount Agent has funds sufficient to permit payment of pay the aggregate Merger Consideration payable pursuant to Section 2.1 and the aggregate Option Consideration payable pursuant to Section 2.3 (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely for the account of Parent or the Surviving CorporationConsideration. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectivelyClosing occurs, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit additional cash pay all expenses and charges arising out of the arrangement with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses of the Paying Agent in connection with the exchange of shares for the Merger Consideration and the surrender of Company Stock Options for the Option ConsiderationAgent.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “"Paying Agent”") and to receive the Merger Consideration, the Option Consideration and the Option Performance Unit Consideration to which such holders shall become entitled pursuant to this Article ARTICLE II. On the Closing Date and prior to the filing of the Certificate of Merger, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock and Stock, the Company Stock Options, and the Performance Units for payment in accordance with this Article ARTICLE II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 and 2.1, the aggregate Option Consideration payable pursuant to Section 2.3 2.3, and the aggregate Performance Unit Consideration payable pursuant to Section 2.5 (the “"Payment Fund”"). The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 and 2.1, the Option Consideration payable pursuant to Section 2.3, and the Performance Unit Consideration payable pursuant to Section 2.5 in each case, out of the Payment Fund. The Payment Fund shall be invested by the Paying Agent, as directed by Parent, in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Moody's Investors Service, Inc. or Standard & Poor’s 's Corporation, respectivelyrespexxxxxxx; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely for the account of Parent or the Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Stock, Company Stock Options and the Performance Units shall be entitled under Section 2.1 2.1, Section 2.3 and Section 2.32.5, respectively, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses of the Paying Agent in connection with the exchange of shares for the Merger Consideration and the surrender cancellation of Company Stock Options for the Option Consideration and the calculation and payment of the Performance Unit Consideration. Any interest or other income resulting from Investment of the Payment Fund shall become part of the Payment Fund.

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub Parent shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as appoint a paying agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) and to receive act as the agent for the purpose of paying the Merger Consideration for: (i) the Certificates; and (ii) the Option Consideration to which such holders shall become entitled pursuant to this Article IIBook-Entry Shares. On At or promptly following the Closing Date and prior to the filing of the Certificate of MergerEffective Time, Parent shall deposit, or cause the Surviving Corporation to be depositeddeposit, with the Paying Agent, for sufficient funds to pay the benefit aggregate Merger Consideration that is payable in respect of all of the holders of shares of Company Common Stock represented by the Certificates and Company Stock Options, for payment the Book-Entry Shares (other than: (A) shares to be cancelled and retired in accordance with this Article II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 3.01(a); and the aggregate Option Consideration payable pursuant to Section 2.3 (B) Dissenting Shares) (the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, deliver ) in amounts and at the Merger Consideration payable pursuant to Section 2.1 and the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment Fund. The Payment Fund shall be invested in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely times necessary for the account of Parent or the Surviving Corporationsuch payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses expenses, including those of the Paying Agent Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, whose Company Common Stock was converted pursuant to Section 3.01(b) into the right to receive the Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent, and which letter of transmittal will be in customary form and have such other provisions as Parent and the surrender of Company Stock Options Surviving Corporation may reasonably specify) for the Option Considerationuse in such exchange.

Paying Agent; Payment Fund. Prior to the Effective TimeClosing Date, Merger Sub Parent shall enter into an agreement with an entity designated by Parent and appoint a paying agent reasonably acceptable to the Company to act as agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “Paying Agent”) and for the holders of Shares to receive the aggregate Merger Consideration and the Option Consideration to which the holders of such holders Shares shall become entitled pursuant to this Article IISection 2.03(a). On the Closing Date and or prior to the filing of the Certificate of MergerClosing Date, Parent shall deposit, or shall cause to be deposited, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock and Company Stock Options, for payment in accordance with this Article II through the Paying Agent, Agent cash in an amount sufficient to permit payment of pay the aggregate Merger Consideration payable pursuant to Section 2.1 and 2.03 (together with the aggregate Option Consideration payable amount deposited pursuant to Section 2.3 (the immediately preceding sentence, the “Payment Fund”). The Paying Agent shall, To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of any outstanding Merger Consideration to be paid in exchange for Shares converted in the Merger pursuant to irrevocable instructionsSection 2.03(a) (including Dissenting Shares losing their status as such), deliver Parent and the Surviving Corporation shall promptly replace or restore the lost portion of such Payment Fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall not be used for any purpose other than to pay the Merger Consideration payable pursuant to Section 2.1 and in the Option Consideration payable pursuant to Section 2.3, in each case, out of the Payment FundMerger. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation; provided that such investments shall be in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. Promptly after the Effective Time and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Paying Agent to send, to each record holder of Shares at the Effective Time, in each case whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a), a letter of transmittal and instructions (which shall specify that delivery of the Shares shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the certificate representing the Shares (collectively, the “Certificates”; provided, however, that any interest references herein to “Certificates” are deemed to include references to effective affidavits of loss in accordance with Section 2.10 or other income resulting from to book-entry account statements relating to the investment ownership of the Payment Fund shall be solely for the account of Parent or the Surviving Corporation. If for any reason (including lossesShares, as applicable) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Company Stock Options shall be entitled under Section 2.1 and Section 2.3, respectively, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and shall be in such form and have such other provisions as Parent and may reasonably specify for use in effecting the Surviving Corporation shall surrender of Certificates in any event be liable exchange for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses of the Paying Agent in connection with the exchange of shares for the Merger Consideration and the surrender of Company Stock Options for the Option Considerationeach Share).

Paying Agent; Payment Fund. Prior to the Effective Time, Merger Sub shall enter into an agreement with an entity designated by Parent and reasonably acceptable to the Company to act as agent for the holders of Company Common Stock and holders of the Company Stock Options in connection with the Merger (the “"Paying Agent”") and to receive the Merger Consideration, the Option Consideration and the Option Performance Unit Consideration to which such holders shall become entitled pursuant to this Article ARTICLE II. On the Closing Date and prior to the filing of the Certificate of Merger, Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock and Stock, the Company Stock Options, and the Performance Units for payment in accordance with this Article ARTICLE II through the Paying Agent, cash in an amount sufficient to permit payment of the aggregate Merger Consideration payable pursuant to Section 2.1 and 2.1, the aggregate Option Consideration payable pursuant to Section 2.3 2.3, and the aggregate Performance Unit Consideration payable pursuant to Section 2.5 (the “"Payment Fund”"). The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration payable pursuant to Section 2.1 and 2.1, the Option Consideration payable pursuant to Section 2.3, and the Performance Unit Consideration payable pursuant to Section 2.5 in each case, out of the Payment Fund. The Payment Fund shall be invested by the Paying Agent, as directed by Parent, in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Xxxxx'x Investors Service, Inc. or Standard & Poor’s 's Corporation, respectively; provided, however, that any interest or other income resulting from the investment of the Payment Fund shall be solely for the account of Parent or the Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock and Stock, Company Stock Options and the Performance Units shall be entitled under Section 2.1 2.1, Section 2.3 and Section 2.32.5, respectively, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses of the Paying Agent in connection with the exchange of shares for the Merger Consideration and the surrender cancellation of Company Stock Options for the Option Consideration and the calculation and payment of the Performance Unit Consideration. Any interest or other income resulting from Investment of the Payment Fund shall become part of the Payment Fund.