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 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 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 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 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 to former holders upon surrender of Company Common Stockthe Certificates. 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 (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 to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit and (ii) enter into a paying agent agreement with the Paying Agent, at or immediately after the Effective Time, cash necessary terms and conditions of which are satisfactory to pay the Merger Consideration Company 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”)its reasonable discretion.

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 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 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 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 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 to former holders of Company Common Stock. Parent shall, or the Surviving Corporation and shall cause the Surviving Corporation to, to deposit with the Paying Agent, at or immediately after the Effective Time, cash necessary to pay the Merger Consideration funds 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”).amounts and

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 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 pursuant to former holders of Company Common Stockthis Article II. Prior to the Effective Time, Parent shallshall deposit, or shall cause to be deposited, with the Surviving Corporation to, deposit Paying Agent for payment in accordance with this Article II through the Paying Agent, at or immediately after the Effective Time, 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”).” 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 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 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”)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 of the Merger Consideration Consideration. On or prior to former holders of Company Common Stock. the Effective Time and from time to time thereafter, 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 2.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

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 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”)Company’s shareholders.

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 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 pursuant to former holders of Company Common Stockthis Article II. Prior to the Effective Time, Parent shallshall deposit, or shall cause to be deposited, with the Surviving Corporation to, deposit Paying Agent for payment in accordance with this Article II through the Paying Agent, at or immediately after the Effective Time, 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 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 Consideration. At or prior to former holders of Company Common Stock. the Effective Time, Parent shallwill have deposited, or shall cause the Surviving Corporation tocaused to be deposited, deposit with the Paying Agent, at or immediately after for the Effective Time, cash necessary to pay the Merger Consideration in respect benefit of the shares Public Stockholders, the aggregate amount of Company Common Stock converted into cash payable under Section 2.5(b) (the right to receive cash pursuant to Section 3.08(c), respectively (such cash being hereinafter referred to as the “Payment "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 and, in connection therewith, shall enter into an agreement with the Paying Agent in a form reasonably acceptable to former holders of Company Common Stockthe Company. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, Agent at or immediately after the Effective Time, 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 to receive cash pursuant to Section 3.08(c), respectively (such cash being hereinafter referred to as the “Payment Exchange Fund”)) as required to be paid pursuant to this Agreement.

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 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 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 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”)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 and shall enter into an agreement relating to the payment of Paying Agent’s responsibilities under this Agreement. At or prior to the Merger Consideration Effective Time, Parent shall deposit or cause to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit 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 for exchange in accordance with this Article II through the right Paying Agent, immediately available funds sufficient to receive cash pursuant to Section 3.08(c), respectively pay the aggregate Merger Consideration (such cash aggregate Merger Consideration, 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 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 Consideration. From time to former holders of Company Common Stock. time after 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 (such this Agreement(such cash being hereinafter referred to as the “Payment 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 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 for the Effective Timebenefit of the holders of Certificates, 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 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 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 for the Effective Timebenefit of the holders of Certificates, 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 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 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 2.5. Any and all interest earned on funds made available to as the “Payment Fund”)Paying Agent pursuant to this Agreement shall be paid over to Parent.

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 upon surrender of the Certificates (the "Paying Agent"). Immediately prior to former holders the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash sufficient to pay the aggregate Merger Consideration payable pursuant to Section 2.1(c) upon surrender of outstanding shares of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with Such funds provided to 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 Agent are referred to herein as the “"Payment Fund”)".

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 ). At or prior to the payment of the Merger Consideration to former holders of Company Common Stock. Effective Time, Parent shall, or shall cause the Surviving Corporation to, deposit 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 holders of shares of Company Common Stock converted into immediately prior to the right Effective Time, the Merger Consideration to receive be paid in respect of the Company Common Stock. All cash pursuant to Section 3.08(c), respectively (such cash being deposited with the Paying Agent shall hereinafter be referred to as the “Payment Exchange Fund”).

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 "), and from time to former holders of Company Common Stock. Parent shalltime, on, prior to 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 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 to former holders upon surrender of Company Common StockCertificates. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately Promptly after the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent 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 to receive cash payable pursuant to Section 3.08(c), respectively (such cash being hereinafter 2.1(a) upon surrender of outstanding Certificates. Such funds provided to the Paying Agent are referred to herein as the “Payment Fund”).

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 “Merger Consideration”). At the Merger Consideration to former holders of Company Common Stock. 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 Shares and Company Options, cash necessary in an amount 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 (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 to former holders upon surrender of Company the Common StockStock Certificates. 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 . All of the shares fees and expenses 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 shall be borne by Parent.

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 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”)this Article II.

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 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”)hereunder.

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 Consideration, upon surrender of the Stock Certificates, from time to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately time after the Effective Time. At the Closing, cash necessary Parent shall deposit, or cause to pay be deposited, with the Paying Agent 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)(collectively, respectively (such cash being hereinafter referred to as the “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 to former holders upon surrender of Company Common StockCertificates (the “Paying Agent”). No later than substantially concurrently with 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 funds in an amount necessary for the Effective Time, cash necessary to pay payment of 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”).to

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 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”)Company’s stockholders.

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, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after for the Effective Timebenefit of the holders of Company Common Stock, for payment in accordance with this Article II through the Paying Agent, cash necessary sufficient to pay the aggregate 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 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 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”).the

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”).

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 pursuant to former holders of Company Common Stockthis Article II. Immediately prior to the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent for payment in accordance with this Article II through the Paying Agent, at or immediately after the Effective Time, 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 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 pursuant to former holders of Company Common Stockthis Article II. At the Closing, immediately prior to the Effective Time, Parent shall, shall deposit (or shall cause to be deposited) with the Surviving Corporation to, deposit Paying Agent for payment in accordance with this Article II through the Paying Agent, at or immediately after the Effective Time, 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 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 to former holders upon surrender of Company the Common StockStock Certificates or evidence of ownership of uncertificated shares of Common Stock (the “Uncertificated Shares”). 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 . All of the shares fees and expenses 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 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 to act as paying agent in the Merger (the “"Paying Agent”) for the payment of the Merger Consideration "), and, from time to former holders of Company Common Stock. Parent shalltime on, prior to 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)Parent shall make available, respectively (such cash being hereinafter referred to as the “Payment Fund”).or cause the