Common use of Paying Agent Clause in Contracts

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after the Effective Time, cash necessary to pay the Merger Consideration in respect of the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after the Effective Time, cash necessary to pay the Merger Consideration in respect of the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.08(c) (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration as provided in Section 2.01(c). At or prior to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash the Merger Consideration pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment and delivery of the Merger Consideration Consideration. At or prior to former holders of Company Common Stock. the Effective Time, Parent shall, shall deposit (or shall cause the Surviving Corporation to, deposit to be deposited) with the Paying Agent, at or immediately after for the Effective Timebenefit of the holders of Company Shares, for payment in accordance with this Article II through the Paying Agent, cash necessary sufficient to pay the Merger Consideration in respect of the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively (Consideration. All such cash being deposited with the Paying Agent is hereinafter referred to as the “Payment Fund.”).

Paying Agent. Prior to the Effective TimeClosing Date, Parent shall select appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders of Company Common StockConsideration. At the Effective Time, Parent shallshall deposit, or shall cause the Surviving Corporation toto deposit, deposit with the Paying Agent, at or immediately after the Effective Time, cash necessary in an amount sufficient to pay the aggregate Merger Consideration in respect of the shares of Company Common Stock converted into the right as and when required to receive cash be paid pursuant to Section 3.08(c), respectively this Agreement (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select designate a reputable bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “"Paying Agent”) "). From time to time prior to, or on the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available to the Paying Agent cash in amounts and at the times necessary for the prompt payment of the Merger Consideration upon surrender of Certificates (as defined in Section 3.02(b)). Any and all interest earned on funds made available to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after the Effective Time, cash necessary to pay the Merger Consideration in respect of the shares of Company Common Stock converted into the right to receive cash Agent pursuant to Section 3.08(c), respectively (such cash being hereinafter referred this Agreement shall be turned over to as the “Payment Fund”)Parent upon request.

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after the Effective Time, cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.08(c) (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall, or shall take all steps necessary to enable and shall cause the Surviving Corporation to, deposit with to provide to the Paying AgentAgent on a timely basis, at or immediately as and when needed after the Effective Time, cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.07(d) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select appoint a commercial bank or trust company reasonably acceptable to the Company to act as paying agent hereunder (the “Paying Agent”) for the payment of the Merger Consideration and the Preferred Share Merger Consideration to former holders be received by each holder of Company shares of Common Stock and Series A Convertible Preferred Stock, as the case may be. Parent shall, or shall cause will enter into a paying agent agreement in form and substance reasonably acceptable to the Surviving Corporation to, deposit with the Paying Agent, at or immediately after Company prior to the Effective Time, cash necessary to pay the Merger Consideration in respect of the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after substantially simultaneously with the Effective Time, cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash Merger Consideration pursuant to Section 3.08(c), respectively 1.07(c) (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or bank, trust company reasonably acceptable to the Company or other paying agent to act as paying agent (the “Paying Agent”) Agent for the payment of the Merger Consideration to former holders Consideration, upon surrender of Company Common StockCertificates. Parent shall, or shall cause the The Surviving Corporation to, deposit with shall provide to the Paying AgentAgent on a timely basis, at or immediately as and when needed after the Effective Time, cash necessary to pay satisfy the Merger Consideration amounts due under this Agreement in respect of the shares of Company Common Stock Shares converted into the right to receive cash Merger Consideration pursuant to Section 3.08(c), respectively 3.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment holders of Company Common Stock to receive the portion of the Merger Consideration to former which holders of Company Common Stock. Parent shall, or Stock shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after the Effective Time, cash necessary to pay the Merger Consideration in respect of the shares of Company Common Stock converted into the right to receive cash become entitled pursuant to Section 3.08(c1.6(a), respectively (such cash being hereinafter referred to . Such funds shall be invested by the Paying Agent as the “Payment Fund”)directed by Parent.

Paying Agent. Prior to the Effective Time, Parent shall select a bank or bank, trust company reasonably acceptable to the Company or other paying agent to act as paying agent (the “Paying Agent”) Agent for the payment of the Merger Consideration to former holders upon surrender of Company Common StockCertificates. Parent shall, or shall cause the The Surviving Corporation to, deposit with shall provide to the Paying AgentAgent on a timely basis, at or immediately as and when needed after the Effective Time, cash necessary to pay satisfy the Merger Consideration amounts due under this Agreement in respect of the shares of Company Common Stock Shares converted into the right to receive cash the Merger Consideration pursuant to Section 3.08(c), respectively 3.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable satisfactory to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders upon surrender of Company Common StockCertificates. Parent shallwill enter into a paying agent agreement in form and substance reasonably acceptable to the Company. Parent shall provide, or shall cause the Surviving Corporation to, deposit with to be provided to the Paying Agent, Agent at or immediately after the Effective Time, cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash Merger Consideration pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration Consideration. Immediately prior to former holders of Company Common Stock. the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after the Effective Time, Agent cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”). The Exchange Fund shall not be used for any other purpose.

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) Agent for the payment of the Merger Consideration to former holders upon surrender of Certificates representing Company Common Stock. Parent shall, or shall cause the The Surviving Corporation to, deposit with shall provide to the Paying AgentAgent on a timely basis, at or immediately as and when needed after the Effective Time, cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash the Merger Consideration pursuant to Section 3.08(c), respectively 3.01(c) (such cash being hereinafter referred to as the “Payment "Exchange Fund”").

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the applicable Merger Consideration to former holders of Company Common Stock. Parent shall, or shall take all steps necessary to enable and shall cause the Surviving Corporation to, deposit with to provide to the Paying Agent, at or immediately after the Effective Time, all cash funds necessary to fully pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash the applicable Merger Consideration pursuant to Section 3.08(c), respectively 2.7(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders upon surrender of certificates representing Company Common Stock. Parent shallshall provide, or shall take all steps necessary to enable and cause the Surviving Corporation toto provide, deposit with to the Paying Agent, at or Agent immediately after following the Effective Time, Time all the cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable satisfactory to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders upon surrender of certificates representing Company Common Stock. At the Effective Time, Parent shallshall deposit, or shall cause the Surviving Corporation toto be deposited, deposit with the Paying Agent, at or immediately after Agent all the Effective Time, cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company company, reasonably acceptable to the Company Company, to act as paying agent (the “"Paying Agent”") for the payment of the Merger Consideration to former holders upon surrender of certificates representing Company Common StockStock converted pursuant to Section 2.01(c). Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately Immediately after the Effective Time, Parent shall provide to the Paying Agent cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment "Exchange Fund”").

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration Cash Amount pursuant to former holders of Company Common StockSection 3.08(c). Parent shall, or shall cause the The Surviving Corporation to, will deposit with the Paying Agent, at or immediately promptly after the Effective Time, out of Closing Net Cash, cash necessary to pay the Merger Consideration Cash Amount in respect of the shares of the Company Common Stock that were converted into the right to receive cash pursuant to Section 3.08(c), respectively ) (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders of Company Common Stockas provided in Section 2.01(c). Parent shall, or shall take all steps necessary to enable and shall cause the Surviving Corporation to, deposit with to provide to the Paying Agent, on a timely basis, at or immediately after the Effective Time, cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash the Merger Consideration pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders upon surrender of Company Common StockCertificates. Parent shallshall provide, or shall cause the Surviving Corporation toto provide, deposit with to the Paying Agent, at or Agent immediately after following the Effective Time, Time all the cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.01(a) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select appoint a bank or trust company paying agent reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment purpose of exchanging shares of Company Common Stock for the Merger Consideration in accordance with Section 2.01(a)(ii). At or prior to former holders of Company Common Stock. the Effective Time, Parent shall, shall deposit or shall cause the Surviving Corporation to, deposit to be deposited with the Paying Agent, at or immediately after in trust for the Effective Time, cash necessary to pay the Merger Consideration in respect benefit of the shares holders of Company Common Stock converted into contemplated by Section 2.01(a)(ii), cash in an amount equal to the right to receive cash aggregate amount of the Merger Consideration pursuant to Section 3.08(c), respectively 2.01(a)(ii) (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) Agent for the payment of the Merger Consideration to former holders upon surrender of Certificates representing Company Common Stock. Parent shall, or shall cause the The Surviving Corporation to, deposit with shall provide to the Paying AgentAgent on a timely basis, at or immediately as and when needed after the Effective Time, cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash the Merger Consideration pursuant to Section 3.08(c), respectively 3.01(c) (such cash --------------- being hereinafter referred to as the “Payment "Exchange Fund”").. -------------

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration as provided in Section 2.01(c). On or prior to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after the Effective Time, cash necessary Parent shall make available to pay the Paying Agent the Merger Consideration to be paid in respect of the shares of Company Common Stock converted into the right to receive cash the Merger Consideration pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders upon surrender of Company Common StockCertificates and Uncertificated Shares. Parent shall, or shall take all steps necessary to enable and cause the Surviving Corporation to, deposit with the Paying Agent, immediately prior to or at or immediately after the Effective Time, provide to the Paying Agent all the cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.01 (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after the Effective Time, cash necessary to pay the Merger Consideration in respect of the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.08(c) (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall, or shall take all steps necessary to enable and shall cause the Surviving Corporation to, deposit with to provide to the Paying Agent, at or immediately after the Effective Time, cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.07(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration upon surrender of the Certificates or Book-Entry Shares. On or prior to former holders of Company Common Stock. the Closing Date, Parent shall, or shall cause the Surviving Corporation to, deposit have deposited with the Paying Agent, at or immediately after the Effective Time, Agent cash necessary sufficient to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.01(c) (such cash being so deposited hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration pursuant to former holders of Company Common StockSection 3.08(c). Parent shall, will deposit (or shall cause the Surviving Corporation to, deposit to be deposited) with the Paying Agent, at or immediately promptly after the Effective Time, cash necessary to pay the Merger Consideration in respect of the all shares of the Company Common Stock that were converted into the right to receive cash pursuant to Section 3.08(c), respectively ) (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders of Company Common StockConsideration. At the Effective Time, Parent shallshall deposit, or shall cause the Surviving Corporation toto deposit, deposit with the Paying Agent, at or immediately after for the Effective Timebenefit of the holders of Certificates, cash necessary in an amount sufficient to pay the aggregate Merger Consideration in respect of the shares of Company Common Stock converted into the right required to receive cash be paid pursuant to Section 3.08(c), respectively 2.1(c) of this Agreement (such cash being hereinafter referred to as the “Payment Exchange Fund”).