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 as provided in Section 2.01(c). At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “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 as provided in Section 2.01(c)Consideration. At or prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent, for the benefit of the holders of Company Shares, for payment in accordance with this Article II through the Paying Agent, cash sufficient to pay the Merger Consideration. All such cash deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being is hereinafter referred to as the “Exchange 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)to former holders of Company Common Stock. At Parent shall, or prior to 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 for the Merger Consideration in respect of the shares of Company Common Stock converted into the right to receive the Merger Consideration cash pursuant to Section 2.01(c) 3.08(c), respectively (such cash being hereinafter referred to as the “Exchange 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)to former holders of Company Common Stock. At Parent shall, or prior to 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 for the Merger Consideration in respect of the shares of Company Common Stock converted into the right to receive the Merger Consideration cash pursuant to Section 2.01(c2.08(c) (such cash being hereinafter referred to as the “Exchange Payment 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 as provided upon surrender of the Certificates. Parent will enter into a paying agent agreement in Section 2.01(c). At or form and substance reasonably acceptable to the Company prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange 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 as provided in Section 2.01(c)Consideration. At or prior to the Effective Time, Parent shall deposit deposit, or cause the Surviving Corporation to be deposited deposit, with the Paying Agent Agent, cash in an amount in cash necessary sufficient to pay for the shares of Company Common Stock converted into the right to receive the aggregate Merger Consideration as and when required to be paid pursuant to Section 2.01(c) this Agreement (such cash being hereinafter referred to as the “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)to former holders of Company Common Stock. At Parent shall, or prior to shall cause the Surviving Corporation to, deposit with the Paying Agent, immediately after the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration cash pursuant to Section 2.01(c2.08(c) (such cash being hereinafter referred to as the “Exchange Payment 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”) for the payment of the Merger Consideration as provided in Section 2.01(c"). At From time to time prior to, or prior to on the Effective Time, Parent shall deposit make available, or cause the Surviving Corporation to be deposited with make available to the Paying Agent an amount cash in cash amounts and at the times necessary to pay for the shares prompt payment of Company Common Stock converted into the right to receive the Merger Consideration upon surrender of Certificates (as defined in Section 3.02(b)). Any and all interest earned on funds made available to the Paying Agent pursuant to Section 2.01(c) (such cash being hereinafter referred this Agreement shall be turned over to as the “Exchange Fund”)Parent upon request.

Paying Agent. Prior to the Effective Time, Parent shall (i) select a bank or trust company reasonably acceptable company, satisfactory to the Company in its reasonable discretion, to act as the paying agent in the Merger (the “Paying Agent”) for the payment of the Merger Consideration as provided in Section 2.01(c). At or prior to the Effective Time, Parent shall deposit or cause to be deposited and (ii) enter into a paying agent agreement with the Paying Agent an amount Agent, the terms and conditions of which are satisfactory to the Company in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”)its reasonable discretion.

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)Consideration. At or Immediately prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration cash pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “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”) for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall take all steps necessary to enable and shall cause the Surviving Corporation to provide to the Paying Agent on a timely basis, as provided in Section 2.01(c). At or prior to and when needed after the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration cash pursuant to Section 2.01(c2.07(d) (such cash being hereinafter referred to as the “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall (i) select a bank or trust company reasonably acceptable company, satisfactory to the Company in its reasonable discretion, to act as the paying agent in the Merger (the “"Paying Agent”") for the payment of the Merger Consideration as provided in Section 2.01(c). At or prior to the Effective Time, Parent shall deposit or cause to be deposited and (ii) enter into a paying agent agreement with the Paying Agent an amount Agent, the terms and conditions of which are satisfactory to the Company in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”)its reasonable discretion.

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

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 as provided and, in Section 2.01(c). At or prior to the Effective Timeconnection therewith, Parent shall deposit or cause to be deposited enter into an agreement with the Paying Agent in a form reasonably acceptable to the Company. Parent shall deposit with the Paying Agent at the Effective Time cash in an amount in cash necessary sufficient to pay for the shares of Company Common Stock converted into the right to receive the aggregate Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”)) as required to be paid pursuant to this Agreement.

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 as provided in Section 2.01(c)Consideration. At On or prior to the Effective TimeTime and from time to time thereafter, Parent shall deposit deposit, or cause the Surviving Corporation to be deposited deposit, with the Paying Agent Agent, for the benefit of the holders of Certificates, cash in an amount in cash necessary sufficient to pay for the shares of Company Common Stock converted into the right to receive the aggregate Merger Consideration required to be paid pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “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 as upon surrender of Certificates. Parent will enter into a paying agent agreement in form and substance reasonably acceptable to the Company. Parent shall provide, or cause to be provided in Section 2.01(c). At or prior to the Paying Agent at the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select shall, at its sole cost and expense, 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 as provided in Section 2.01(c)pursuant to this Article II. At or prior Prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Paying Agent for payment in accordance with this Article II through the Paying Agent, cash sufficient to pay the Merger Consideration. All such cash deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being is hereinafter referred to as the “Exchange Payment Fund.”).

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

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)to former holders of Company Common Stock. At Parent shall, or prior to shall cause the Surviving Corporation to, deposit with the Paying Agent, substantially simultaneously with the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c1.07(c) (such cash being hereinafter referred to as the “Exchange 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 and delivery of the Merger Consideration as provided in Section 2.01(c)pursuant to this Article II. At or prior Prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Paying Agent for payment in accordance with this Article II through the Paying Agent, cash sufficient to pay the Merger Consideration. All such cash deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being is hereinafter referred to as the “Exchange Payment Fund”).” Parent shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Common Shares for the Merger Consideration.

Paying Agent. Prior to the Effective Time, Parent shall select designate a bank or trust company reasonably acceptable satisfactory to the Company to act as paying agent (the “Paying Agent”) ), to act as agent for the payment Parent for purposes of, among other things, mailing and receiving letters of transmittal, and distributing the Merger Consideration as provided in Section 2.01(c). At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”)Company’s shareholders.

Paying Agent. Prior to the Effective Time, Parent shall select will 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 as provided in Section 2.01(c)Consideration. At or prior to the Effective Time, Parent shall deposit will have deposited, or cause caused to be deposited deposited, with the Paying Agent an amount in cash necessary to pay Agent, for the shares benefit of Company Common Stock converted into the right to receive Public Stockholders, the Merger Consideration pursuant to aggregate amount of cash payable under Section 2.01(c2.5(b) (such cash being hereinafter referred to as the “"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 be received by each holder of shares of Common Stock and Series A Convertible Preferred Stock, as provided the case may be. Parent will enter into a paying agent agreement in Section 2.01(c). At or form and substance reasonably acceptable to the Company prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “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)upon surrender of Certificates. At or prior to the Effective Time, Parent shall deposit or cause directly provide to be deposited with the Paying Agent an amount in immediately following the Effective Time all the cash necessary to pay for the shares of Company Common Stock that were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “"Exchange Fund”").

Paying Agent. Prior to the Effective Time, Parent shall select designate 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(cupon surrender of the Certificates (the "Paying Agent"). At or prior to Promptly after the Effective Time, Parent shall deposit deposit, or cause to be deposited deposited, with the Paying Agent an amount in cash necessary sufficient to pay for the aggregate Merger Consideration payable pursuant to Section 2.1(c) upon surrender of outstanding shares of Company Common Stock converted into Stock. Such funds provided to the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter Paying Agent are referred to herein as the “Exchange "Payment Fund”)".

Paying Agent. Prior to the Effective Time, Parent shall select designate a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “"Paying Agent”) "). From time to time on, prior to or after 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 payment of the Merger Consideration as provided in pursuant to Section 2.01(c)2.5. At or prior Any and all interest earned on funds made available to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred this Agreement shall be paid over to as the “Exchange Fund”)Parent.

Paying Agent. Prior to the Effective Time, Parent shall select designate a bank or trust company who shall be reasonably acceptable satisfactory to the Company to act as paying agent in the Merger (the “"Paying Agent”) for the payment of the Merger Consideration as provided in Section 2.01(c"). At or , and from time to time, on, prior to or after the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”).,

Paying Agent. Prior to the Effective Time, Parent shall select appoint a bank or trust company reasonably acceptable to Company pursuant to an agreement (the Company “Paying Agent Agreement”) 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 the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”)hereunder.

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

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 as provided in Section 2.01(c)Consideration. At or prior to the Effective Time, Parent shall deposit or cause with the Paying Agent, for the benefit of the holders of Company Common Stock, for payment in accordance with this Article II through the Paying Agent, cash sufficient to be pay the aggregate Merger Consideration. All such cash deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being is hereinafter referred to as the “Exchange Payment Fund.”).

Paying Agent. Prior to the Effective Time, Parent shall select appoint a bank or trust company company, reasonably acceptable to the Company Company, to act as paying agent (the “Paying Agent”) for the payment and delivery of the Merger Consideration as provided in Section 2.01(c). At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”)this Article II.

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 as provided upon surrender of the Common Stock Certificates. Parent will enter into a paying agent agreement in Section 2.01(c). At or form and substance reasonably acceptable to the Company prior to the Effective Time, Parent shall deposit or cause to be deposited with . All of the fees and expenses of the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”)shall be borne by Parent.

Paying Agent. Prior to the Effective Time, Parent shall select designate a bank or trust company reasonably acceptable to the Company 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 the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares upon surrender of certificates representing Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”)Stock.

Paying Agent. Prior to the Effective Time, Parent shall select designate a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “"Paying Agent”) for the payment of the Merger Consideration as provided in Section 2.01(c"). At or , and, from time to time on, prior to or after the Effective Time, Parent shall deposit make available, or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”).the

Paying Agent. Prior to the Effective Time, Parent shall select appoint a bank or trust company that is reasonably acceptable satisfactory to the Company to act as paying agent (the “Paying Agent”) for all payments required to be made pursuant to Sections 2.01(a) and 2.02 (collectively, the payment of the “Merger Consideration as provided in Section 2.01(cConsideration”). At or prior to the Effective Time, Parent shall deposit deposit, or cause the Surviving Corporation to be deposited deposit, with the Paying Agent Agent, for the benefit of the holders of Shares and Company Options, cash in an amount in cash necessary sufficient to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select appoint, at its sole cost and expense, 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 as provided in Section 2.01(c)pursuant to this Article II. At or Immediately prior to the Effective Time, Parent shall deposit or cause with the Paying Agent for payment in accordance with this Article II through the Paying Agent, cash sufficient to be pay the Merger Consideration. All such cash deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being is hereinafter referred to as the “Exchange Payment Fund.”).

Paying Agent. Prior to the Effective Time, Parent shall select designate a bank or bank, trust company or other entity reasonably acceptable satisfactory to the Company to act as paying agent (the “Paying Agent”) for in effecting the payment exchange of the Merger Consideration as provided in Section 2.01(c)upon surrender of Certificates. At or prior to Promptly after the Effective Time, Parent shall deposit deposit, or cause to be deposited deposited, with the Paying Agent cash in an amount in cash necessary sufficient to pay for the shares of Company Common Stock converted into the right to receive the aggregate Merger Consideration payable pursuant to Section 2.01(c2.1(a) (such cash being hereinafter upon surrender of outstanding Certificates. Such funds provided to the Paying Agent are referred to herein as the “Exchange 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)to former holders of Company Common Stock. At Parent shall, or prior to shall cause the Surviving Corporation to, deposit with the Paying Agent, immediately after the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the Merger Consideration in respect of the shares of Company Common Stock converted into the right to receive the Merger Consideration cash pursuant to Section 2.01(c2.08(c) (such cash being hereinafter referred to as the “Exchange Payment Fund”).

Paying Agent. Prior to the Effective Time, for the benefit of holders of Company Securities, Parent shall select designate 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 Consideration, upon surrender of the Stock Certificates, from time to time after the Effective Time. At the Closing, Parent shall deposit deposit, or cause to be deposited deposited, with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as collectively, the “Exchange 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 as provided in Section 2.01(c)Consideration. At or prior to the Effective Time, Parent shall deposit deposit, or cause the Surviving Corporation to be deposited deposit, with the Paying Agent Agent, for the benefit of the holders of Certificates, cash in an amount in cash necessary sufficient to pay for the shares of Company Common Stock converted into the right to receive the aggregate Merger Consideration required to be paid pursuant to Section 2.01(c2.1(c) of this Agreement (such cash being hereinafter referred to as the “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select shall, at its sole cost and expense, 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 as provided in Section 2.01(c)Consideration. At or Immediately prior to the Effective Time, Parent shall deposit or cause with the Paying Agent, for the benefit of the holders of Certificates, for payment in accordance with this Article II through the Paying Agent, cash sufficient to be pay the Merger Consideration. All such cash deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being is hereinafter referred to as the “Exchange Payment Fund.”).

Paying Agent. Prior to the Effective Time, Parent shall select appoint, at its sole cost and expense, 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 as provided in Section 2.01(c)pursuant to this Article II. At or immediately prior to the Effective Time, Parent shall deposit or cause with the Paying Agent for payment in accordance with this Article II through the Paying Agent, cash sufficient to be pay the Merger Consideration. All such cash deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being is hereinafter referred to as the “Exchange Payment Fund.”).

Paying Agent. Prior to the Effective Time, Parent shall select appoint a United States bank or trust company reasonably acceptable to the Company to act as paying agent (the “"Paying Agent”") for the payment of funds in amounts and at times necessary for the payment of the Merger Consideration, and immediately following the Effective Time Parent shall contribute the funds in amounts and at times necessary for the payment of the Merger Consideration as provided in Section 2.01(c). At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”).the

Paying Agent. Prior to the Effective Time, Parent shall select shall, at its sole cost and expense, 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 as provided in Section 2.01(c)pursuant to this Article II. At or the Closing, immediately prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent for payment in accordance with this Article II through the Paying Agent, cash sufficient to pay the Merger Consideration. All such cash deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being is hereinafter referred to as the “Exchange Payment Fund.”).

Paying Agent. Prior to the Effective Time, Parent shall select designate a bank or trust company designated by Parent and reasonably acceptable satisfactory to the Company to act as paying agent (the “Paying Agent”) ), to act as agent for the payment Parent for purposes of, among other things, mailing and receiving letters of transmittal, and distributing the Merger Consideration as provided in Section 2.01(c). At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”)Company’s stockholders.

Paying Agent. Prior At or prior to the Effective Time, Parent shall select engage a bank or trust company nationally-recognized financial institution reasonably acceptable satisfactory to the Company to act as paying agent in connection with the Merger (the “Paying Agent”) for the payment of the Merger Consideration as provided in Section 2.01(c). At or prior to the Effective Time, Parent shall deposit or cause with the Paying Agent, in trust for the benefit of the holders of shares of Company Common Stock immediately prior to the Effective Time, the Merger Consideration to be paid in respect of the Company Common Stock. All cash deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being shall hereinafter be referred to as the “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select shall, at its sole cost and expense, 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 as provided in Section 2.01(c)Consideration. At or Immediately prior to the Effective Time, Parent shall deposit or cause with the Paying Agent, for the benefit of the holders of Certificates, for payment in accordance with this Article II through the Paying Agent, cash sufficient to be pay the Merger Consideration. All such cash deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being is hereinafter referred to as the “Exchange 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 and shall enter into an agreement relating to the payment of the Merger Consideration as provided in Section 2.01(c)Paying Agent’s responsibilities under this Agreement. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount Agent, in cash necessary to pay trust for the shares benefit of the holders of Company Common Stock converted into for exchange in accordance with this Article II through the right Paying Agent, immediately available funds sufficient to receive pay the aggregate Merger Consideration pursuant to Section 2.01(c) (such cash aggregate Merger Consideration, being hereinafter referred to as the “Exchange Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select designate 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(cupon surrender of Certificates (the “Paying Agent”). At or prior to No later than substantially concurrently with the Effective Time, Parent shall deposit deposit, or shall cause to be deposited deposited, with the Paying Agent funds in an amount in cash necessary to pay for the shares payment of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”).to

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 as provided in Section 2.01(cupon surrender of the Common Stock Certificates or evidence of ownership of uncertificated shares of Common Stock (the “Uncertificated Shares”). At or Parent will enter into a paying agent agreement in form and substance reasonably acceptable to the Company prior to the Effective Time, Parent shall deposit or cause to be deposited with . All of the fees and expenses of the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”)shall be borne by Parent.

Paying Agent. Prior to As of the Effective Time, Parent shall select a appoint Mellon Investor Services, LLC or another 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)Consideration. At or prior From time to time after the Effective Time, Parent shall deposit deposit, or cause the Surviving Corporation to be deposited deposit, with the Paying Agent Agent, cash in an amount in cash necessary sufficient to pay for the shares of Company Common Stock converted into the right to receive the aggregate Merger Consideration as and when required to be paid pursuant to Section 2.01(c) (such this Agreement(such cash being hereinafter referred to as the “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select designate 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(cupon surrender of the Certificates (the "Paying Agent"). At or Immediately prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited deposited, with the Paying Agent an amount in cash necessary sufficient to pay for the aggregate Merger Consideration payable pursuant to Section 2.1(c) upon surrender of outstanding shares of Company Common Stock converted into Stock. Such funds provided to the right to receive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter Paying Agent are referred to herein as the “Exchange "Payment Fund”)".