Common use of Paying Agent Clause in Contracts

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment of the Merger Consideration upon surrender of Certificates (the “Paying Agent”), and, from time to time after the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent funds in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company (or such other person or persons as shall be reasonably acceptable to Parent and the Company Company) to act as paying agent for the payment of in the Merger Consideration upon surrender of Certificates (the “"Paying Agent”"), and, 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 funds cash in amounts and at the times necessary for the payment of the Merger Consideration upon surrender of certificates representing Shares as part of the Merger pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any 2.5. Any and all interest or other amounts earned with respect to on funds made available to the Paying Agent pursuant to this Agreement shall be turned paid over to Parent.

Paying Agent. Prior to the Effective Time, Time Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment of the Merger Consideration upon surrender of Certificates (the “"Paying Agent”"), and, from time to time after the Effective Time, Parent shall make availableprovide, or cause the Surviving Corporation to make availableprovide, to the Paying Agent funds in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts income earned with respect to on funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment of the Merger Consideration upon surrender of Certificates (the “Paying Agent”), and, from time to time after . No later than substantially concurrently with the Effective Time, Parent shall make availabledeposit, or shall cause the Surviving Corporation to make availablebe deposited, to with the Paying Agent funds in amounts and at the times an amount necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, ; it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment holders of the Shares in connection with the Merger Consideration upon surrender of Certificates (the “"Paying Agent”") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c), and. Parent shall, from time to time after the Effective Timetime, Parent shall make available, or cause the Surviving Corporation to make available, available to the Paying Agent funds in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all as provided herein. All interest earned on such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over paid to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or bank, trust company or other Person, reasonably acceptable to the Company Company, to act as agent for the payment holders of the Shares in connection with the Merger Consideration upon surrender of Certificates (the “"Paying Agent”") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c), and. Parent shall, from time to time after the Effective Timetime, Parent shall make available, or cause the Surviving Corporation to make available, available to the Paying Agent funds in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all as provided herein. All interest earned on such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over paid to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent for the payment of in the Merger Consideration upon surrender of Certificates (the “"Paying Agent”"), and, 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 funds cash in amounts and at the times necessary for the prompt payment of the Merger Consideration upon surrender of certificates representing Shares as part of the Merger pursuant to Section 2.01(c) upon surrender of Certificates, 3.01 (it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to on funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent).

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment holders of the Shares in connection with the Merger Consideration upon surrender of Certificates (the “"Paying Agent”") to receive in trust the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c), and. Parent shall, from time to time after the Effective Timetime, Parent shall make available, or cause the Surviving Corporation to make available, available to the Paying Agent funds in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all as provided herein. All interest earned on such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over paid to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment of the applicable Merger Consideration upon surrender of Certificates (the “Paying Agent”), and, from time to time after the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent funds in amounts and at the times necessary for the payment of the applicable Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable satisfactory to the Company to act as paying agent for the payment of in the Merger Consideration upon surrender of Certificates and to receive the funds necessary to make the payments contemplated by Section 2.1(c) (the “Paying Agent”), and, from . From time to time after the Effective Time, Parent shall make availableprovide, or cause the Surviving Corporation to make availableprovide, to the Paying Agent funds in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c2.1(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts income earned with respect to on funds made available to the Paying Agent pursuant to this Agreement shall be turned over to ParentParent (such funds being hereinafter referred to as the “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or bank, trust company or other Person, reasonably acceptable to the Company Company, to act as agent for the payment holders of the Shares in connection with the Merger Consideration upon surrender of Certificates (the “"Paying Agent”") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.4(c), and, from time to time after . At the Effective TimeClosing, Parent shall make available, or cause the Surviving Corporation to make available, deliver to the Paying Agent funds in amounts and at the times an amount necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all as provided herein. All interest earned on such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over paid to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a substantial bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the "Paying Agent"). Parent shall cause the Surviving Corporation to deposit with the Paying Agent in separate trust for holders of the Certificates (as hereinafter defined) immediately available funds in an amount sufficient for the payment of the aggregate Merger Consideration upon surrender of Certificates (the “Paying Agent”), and, from time to time after the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent funds in amounts and at the times necessary for the payment of the Merger Consideration shares converted pursuant to Section 2.01(c3.01(c) upon surrender of Certificates, (it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to on funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent).

Paying Agent. Prior At or prior to the Effective Time, Parent shall designate designate, and enter into an agreement with, a bank or trust company reasonably acceptable to the Company to act as paying agent for the payment of in the Merger Consideration upon surrender of Certificates (the “Paying Agent”), and, from time to time after . Parent shall deposit with the Paying Agent as of the Effective Time, Parent shall make availablefor the benefit of the holders of shares of Company Common Stock, or cause the Surviving Corporation cash sufficient to make available, to the Paying Agent funds in amounts and at the times necessary for effect the payment of the Merger Consideration to which such holders are entitled pursuant to Section 2.01(c1.8(a) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over to ParentArticle 2.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company (the "Paying Agent") reasonably acceptable to the Company to act as agent for make the payment payments of the Merger Consideration upon surrender funds to which holders of Certificates (the “Paying Agent”), and, from time shares of Company Common Stock shall become entitled to time after the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent funds in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement upon surrender of their Certificates (as hereinafter defined) pursuant to Section 2.2(b) hereof, and such amounts shall hereinafter be referred to as the "Exchange Fund." The expenses of the Paying Agent shall not be paid from the Exchange Fund but shall be turned over to Parentpaid directly by the Surviving Corporation.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment of the Merger Consideration upon surrender of Certificates (the “Paying Agent”), and, from time to time after . No later than substantially concurrently with the Effective Time, Parent shall make availabledeposit, or shall cause the Surviving Corporation to make availablebe deposited, to with the Paying Agent funds in amounts and at the times an amount necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, ; it being understood that all such funds shall be invested as directed by Parent Xxxxxx and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a federally insured bank or trust company reasonably acceptable to the Company to act as paying agent for the payment of in the Merger Consideration upon surrender of Certificates (the “"Paying Agent”"), and, 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 funds in amounts and at the times necessary for the payment of the Merger Consideration upon surrender or exchange of Certificates or Uncertificated Shares, as applicable, as part of the Merger pursuant to Section 2.01(c) upon surrender of Certificates, 2.01 (it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to on funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent).

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment of the Merger Consideration upon surrender of Certificates (the “Paying Agent”), and, from time to time after at the Effective Time, Parent or any of its Affiliates shall make availableprovide, or cause the Surviving Corporation to make availableprovide, to the Paying Agent funds in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts income earned with respect to on funds made available to the Paying Agent pursuant to this Agreement shall be the income of and turned over to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company (or such other person or persons as shall be reasonably acceptable to Parent and the Company Company) to act as paying agent for the payment of in the Merger Consideration upon surrender of Certificates (the “"Paying Agent”"), and, 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 funds cash in amounts and at the times necessary for the payment of the Merger Consideration upon surrender of certificates representing Shares as part of the Merger pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any 2.5. Any and all interest or other amounts earned with respect to on funds made available to the Paying Agent pursuant to this Agreement shall be turned the property of Parent and shall be paid over to Parent as and when requested by Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company (or such other person or persons as shall be reasonably acceptable to Parent and the Company Company) to act as paying agent for the payment of in the Merger Consideration upon surrender of Certificates (the “Paying Agent”"PAYING AGENT"), and, from time to time after and at the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent funds cash in amounts and at the times amount necessary for the payment of the Common Stock Merger Consideration upon surrender of certificates representing Shares as part of the Merger pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any 2.5. Any and all interest or other amounts earned with respect to on funds made available to the Paying Agent pursuant to this Agreement shall be turned paid over to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment of the Merger Consideration upon surrender of Certificates (the “Paying Agent”), and, promptly after the Effective Time (and from time to time after the Effective Timethereafter, if necessary), Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent funds in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c3.01(d) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company (or such other person or persons as shall be reasonably acceptable to Parent and the Company Company) to act as paying agent for the payment of in the Merger Consideration upon surrender of Certificates (the “"Paying Agent”"), and, from time to time after and at the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent funds cash in amounts and at the times amount necessary for the payment of the Merger Consideration upon surrender of certificates representing Shares as part of the Merger pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any 2.5. Any and all interest or other amounts earned with respect to on funds made available to the Paying Agent pursuant to this Agreement shall be turned paid over to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment of the Merger Consideration upon surrender of Certificates (the “"Paying Agent”"), and, promptly after the Effective Time (and from time to time after the Effective Timethereafter, if necessary), Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent funds in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c3.01(d) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.

Paying Agent. Prior to the Effective Time, Time Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment of the Merger Consideration upon surrender of Certificates (the “"Paying Agent”"), and, from time to time after the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent funds in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to on funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.

Paying Agent. Prior At or prior to the Effective Time, the Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment holders of the Shares in connection with the Merger Consideration upon surrender of Certificates (the “"Paying Agent”"), and, from time to time after and the Effective Time, Parent shall make availableshall, or shall cause the Surviving Corporation to to, make available, to the Paying Agent funds in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent the funds to which holders of the Shares shall become entitled pursuant to this Agreement Section 2.1(d). Such funds shall be turned over to Parent.invested by the Paying Agent as directed by the Parent or the Surviving Corporation. (b)

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment of the Merger Consideration upon surrender of Certificates (the “Paying Agent”), and, from time to time after the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent funds for the benefit of the holders of Company Common Stock in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to on funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment of the Merger Consideration upon surrender of Certificates (the “Paying Agent”), and, from time to time after the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent funds for the benefit of the former holders of Company Common Stock in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to on funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.

Paying Agent. Prior to ------------------------- ------------- the Effective Time, Parent shall designate a bank or trust company (or such other person or persons as shall be reasonably acceptable to Parent and the Company Company) to act as paying agent for the payment of in the Merger Consideration upon surrender of Certificates (the “"Paying Agent”"), and, from time to time after and at the ------------ Effective Time, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent funds cash in amounts and at the times amount necessary for the payment of the Merger Consideration upon surrender of certificates representing Shares as part of the Merger pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any 2.5. Any and all interest or other amounts earned with respect to on funds made available to the Paying Agent pursuant to this Agreement shall be turned paid over to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment holders of the Shares in connection with the Merger Consideration upon surrender of Certificates (the “Paying Agent”"PAYING AGENT") to receive in trust the funds to which holders of the Shares shall become entitled pursuant to Section 2.8(c), and, from . From time to time after the Effective Timetime, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent funds cash in amounts and at the times necessary for the prompt payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all certificates representing Shares as provided herein. All interest earned on such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over paid to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the payment of the Merger Consideration upon surrender of Certificates (the “"Paying Agent”"), and, from time to time after the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent funds in amounts and at the times necessary for the payment of the Merger Consideration pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a federally insured bank or trust company reasonably acceptable to the Company to act as paying agent for the payment of in the Merger Consideration upon surrender of Certificates (the “Paying Agent”), and, 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 funds in amounts and at the times necessary for the payment of the Merger Consideration upon surrender or exchange of Certificates or Uncertificated Shares, as applicable, as part of the Merger pursuant to Section 2.01(c) upon surrender of Certificates, 2.01 (it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to on funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent).

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company (or such other person or persons as shall be reasonably acceptable to Parent and the Company Company) to act as paying agent for the payment of in the Merger Consideration upon surrender of Certificates (the “"Paying Agent”"), and, 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 funds cash in amounts and at the times necessary for the payment of the Merger Consideration upon surrender of certificates representing Shares as part of the Merger pursuant to Section 2.01(c) upon surrender of Certificates, it being understood that all such funds shall be invested as directed by Parent and that any and all interest or other amounts earned with respect to funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.2.5. Any