Common use of Payment of Cash Merger Consideration Clause in Contracts

Payment of Cash Merger Consideration. (a) As of the Effective Time, Acquisition shall deposit in trust with such agent or agents as may be appointed by Parent and Acquisition and reasonably acceptable to the Company (the "Payment Agent") for the benefit of the holders of issued and outstanding Shares at the Effective Time (excluding (i) Shares held by any of the Company's subsidiaries and (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent), an amount in cash equal to the aggregate amount necessary to pay the Cash Merger Consideration (such cash is hereinafter referred to as the "Merger Fund") payable pursuant to Section 2.8 in exchange for such issued and outstanding Shares. The Payment Agent shall, pursuant to irrevocable instructions, deliver the Cash Merger Consideration out of the Merger Fund. The Merger Fund shall not be used for any other purpose. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Payment Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding Shares (the "Certificates") whose Shares were converted into the right to receive the Cash Merger Consideration pursuant to Section 2.8: (i) a letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon delivery of the Certificates to the Payment Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions on how to surrender the Certificates in exchange for the Cash Merger Consideration. Upon surrender to the Payment Agent of a Certificate for cancellation, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Payment Agent to deliver, a check representing the Cash Merger Consideration which such holder has the right to receive pursuant to the provisions of this Article 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the Cash Merger Consideration may be made to a transferee if the Certificate representing such Shares is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.9, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Cash Merger Consideration as contemplated by this Section 2.9. (c) In the event that any Certificate shall have been lost, stolen or destroyed, Parent shall cause the Payment Agent to issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, such Cash Merger Consideration as may be required pursuant to this Agreement; provided, however, that Acquisition or the Payment Agent may, in its discretion, require the delivery of a suitable bond or indemnity. (d) All Cash Merger Consideration paid upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares; subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such Shares in accordance with the terms of this Agreement, or prior to the date hereof and which remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason they shall be canceled and exchanged as provided in this Article 2. (e) Any portion of the Merger Fund which remains undistributed to the stockholders of the Company for six months after the Effective Time shall be delivered to Parent upon demand and any stockholders of the Company who have not theretofore complied with this Article 2 shall thereafter look only to Parent for payment of their claim for the Cash Merger Consideration. (f) Neither Acquisition nor the Company shall be liable to any holder of Shares for cash from the Merger Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Merger Consideration. (a) As of the Effective Time, Acquisition shall deposit in trust with such agent or agents as may be appointed by Parent and Acquisition and reasonably acceptable to the Company (the "Payment Agent") for the benefit of the holders of issued and outstanding Shares Shares, the Convertible Preferred Stock and the Convertible Securities at the Effective Time (excluding (i) Shares held by any of the Company's subsidiaries and (ii) Shares or shares of Series B Preferred Stock held by Parent, Acquisition or any other subsidiary of Parent), an amount in cash equal to the aggregate amount necessary to pay the Cash Merger Consideration Consideration, together with an amount of cash sufficient to pay for the settlement of each Company Stock Option as described in Section 2.10(b) hereof (such cash is hereinafter referred to as the "Merger Fund") payable pursuant to Section 2.8 and in settlement of each Company Stock Option pursuant to Section 2.10(b) in exchange for such issued and outstanding Shares. The Payment Agent shall, pursuant to irrevocable instructions, deliver the Cash Merger Consideration out of the Merger FundFund only as provided in this Section 2.9. The Merger Fund shall not be used for any other purpose. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Payment Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding Shares Shares, Convertible Preferred Stock or Convertible Securities (the "Certificates") whose Shares that were converted into the right to receive the Cash Merger Consideration pursuant to Section 2.8: (i) a letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon delivery of the Certificates to the Payment Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions on how to surrender the Certificates in exchange for the Cash Merger Consideration. Upon surrender to the Payment Agent of a Certificate for cancellation, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Payment Agent to deliver, a check representing the Cash Merger Consideration (less the exercise price, if any, of any Convertible Securities so surrendered) which such holder has the right to receive pursuant to the provisions of this Article 2 2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares Shares, Convertible Preferred Stock or Convertible Securities which is not registered in the transfer records of the Company, payment of the Cash Merger Consideration may be made to a transferee if the Certificate representing such Shares Shares, Convertible Preferred Stock or Convertible Securities is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.9, each Certificate shall be deemed at any time all times and for all purposes after the Effective Time to represent only the right to receive upon such surrender the Cash Merger Consideration as contemplated by this Section 2.9. (c) In the event that any Certificate shall have been lost, stolen or destroyed, Parent shall cause the Payment Agent to issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, such Cash Merger Consideration as may be required pursuant to this Agreement; provided, however, that Acquisition or the Payment Agent may, in its discretion, require the delivery of a suitable bond or indemnity. (d) All Cash Merger Consideration paid upon the surrender for exchange of Shares Shares, Convertible Preferred Stock or Convertible Securities in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares, Convertible Preferred Stock or Convertible Securities; subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such Shares Shares, Convertible Preferred Stock or Convertible Securities in accordance with the terms of this Agreement, or prior to the date hereof and which remain unpaid at the Effective Time. After the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares Shares, Convertible Preferred Stock or Convertible Securities which were outstanding immediately prior to the Effective Time. If after the Effective Time Time, Certificates are presented to the Surviving Corporation for any reason they shall be canceled and exchanged as provided in this Article 2. (e) Any portion of the Merger Fund which remains undistributed to the stockholders of the Company for six months after the Effective Time shall be delivered to Parent upon demand demand, and any stockholders of the Company who have not theretofore complied with this Article 2 shall thereafter look only to Parent for payment of their claim for any portion of the Cash Merger Consideration. (f) Neither Acquisition nor the Company shall be liable to any holder of Shares Shares, Convertible Preferred Stock or Convertible Securities for cash from the Merger Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Merger Consideration. (a) As of the Effective Time, Acquisition shall deposit in trust with such agent or agents as may be appointed by Parent and Acquisition and reasonably acceptable to the Company (the "Payment Agent") for the benefit of the holders of issued and outstanding Shares at the Effective Time (excluding (i) Shares held by any of the Company's subsidiaries and (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent), an amount in cash equal to the aggregate amount necessary to pay the Cash Merger Consideration (such cash is hereinafter referred to as the "Merger Fund") payable pursuant to Section 2.8 2.11 in exchange for such issued and outstanding Shares. The Payment Agent shall, pursuant to irrevocable instructions, deliver the Cash Merger Consideration out of the Merger Fund. The Merger Fund shall not be used for any other purpose. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Payment Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding Shares (the "Certificates") whose Shares shares were converted into the right to receive the Cash Merger Consideration pursuant to Section 2.82.11: (i) a letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon delivery of the Certificates to the Payment Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions on how to surrender the Certificates in exchange for the Cash Merger Consideration. Upon surrender to the Payment Agent of a Certificate for cancellation, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Payment Agent to deliver, therefor a check representing the Cash Merger Consideration which such holder has the right to receive pursuant to the provisions of this Article 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the Cash Merger Consideration may be made to a transferee if the Certificate representing such Shares is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.92.12, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Cash Merger Consideration as contemplated by this Section 2.92.12. (c) In the event that any Certificate shall have been lost, stolen or destroyed, Parent shall cause the Payment Agent to shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, such Cash Merger Consideration as may be required pursuant to this Agreement; provided, however, that Acquisition or the its Payment Agent may, in its discretion, require the delivery of a suitable bond or indemnity. (d) All Cash Merger Consideration paid upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares; subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such Shares in accordance with the terms of this Agreement, or prior to the date hereof and which remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason they shall be canceled and exchanged as provided in this Article 2. (e) Any portion of the Merger Fund which remains undistributed to the stockholders of the Company for six months after the Effective Time shall be delivered to Parent upon demand and any stockholders of the Company who have not theretofore complied with this Article 2 shall thereafter look only to Parent for payment of their claim for the Cash Merger Consideration. (f) Neither Acquisition nor the Company shall be liable to any holder of Shares for cash from the Merger Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Merger Consideration. (a) As of the Effective Time, Acquisition shall deposit in trust with such agent or agents as may be appointed by Parent and Acquisition and reasonably acceptable to the Company (the "Payment Agent") for the benefit of the holders of issued and outstanding Shares at the Effective Time (excluding (i) Shares held by any of the Company's subsidiaries and (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent), an amount in cash equal to the aggregate amount necessary to pay the Cash Merger Consideration (such cash is hereinafter referred to as the "Merger Fund") payable pursuant to Section 2.8 in exchange for such issued and outstanding Shares. The Payment Agent shall, pursuant to irrevocable instructions, deliver the Cash Merger Consideration out of the Merger Fund. The Merger Fund shall not be used for any other purpose. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Payment Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding Shares (the "Certificates") whose Shares shares were converted into the right to receive the Cash Merger Consideration pursuant to Section 2.8: (i) a letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon delivery of the Certificates to the Payment Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions on how to surrender the Certificates in exchange for the Cash Merger Consideration. Upon surrender to the Payment Agent of a Certificate for cancellation, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Payment Agent to deliver, therefor a check representing the Cash Merger Consideration which such holder has the right to receive pursuant to the provisions of this Article 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the Cash Merger Consideration may be made to a transferee if the Certificate representing such Shares is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.9, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Cash Merger Consideration as contemplated by this Section 2.9. (c) In the event that any Certificate shall have been lost, stolen or destroyed, Parent shall cause the Payment Agent to shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, such Cash Merger Consideration as may be required pursuant to this Agreement; provided, however, that Acquisition or the its Payment Agent may, in its discretion, require the delivery of a suitable bond or indemnity. (d) All Cash Merger Consideration paid upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares; subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such Shares in accordance with the terms of this Agreement, or prior to the date hereof and which remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason they shall be canceled and exchanged as provided in this Article 2. (e) Any portion of the Merger Fund which remains undistributed to the stockholders of the Company for six months after the Effective Time shall be delivered to Parent upon demand and any stockholders of the Company who have not theretofore complied with this Article 2 shall thereafter look only to Parent for payment of their claim for the Cash Merger Consideration. (f) Neither Acquisition nor the Company shall be liable to any holder of Shares for cash from the Merger Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Merger Consideration. (a) As of the Effective Time, Acquisition shall deposit in trust with such agent or agents as may be appointed by Parent and Acquisition and reasonably acceptable to the Company (the "Payment Agent") for the benefit of the holders of issued and outstanding Shares at the Effective Time (excluding (i) Shares held by any of the Company's subsidiaries and (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent), an amount in cash equal to the aggregate amount necessary to pay the Cash Merger Consideration (such cash is hereinafter referred to as the "Merger Fund") payable pursuant to Section 2.8 in exchange for such issued and outstanding Shares. The Payment Agent shall, pursuant to irrevocable instructions, deliver the Cash Merger Consideration out of the Merger Fund. The Merger Fund shall not be used for any other purpose. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Payment Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding Shares (the "Certificates") whose Shares shares were converted into the right to receive the Cash Merger Consideration pursuant to Section 2.8: (i) a letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon delivery of the Certificates to the Payment Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions on how to surrender the Certificates in exchange for the Cash Merger Consideration. Upon surrender to the Payment Agent of a Certificate for cancellation, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Payment Agent to deliver, therefor a check representing the Cash Merger Consideration which such holder has the right to receive pursuant to the provisions of this Article 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the Cash Merger Consideration may be made to a transferee if the Certificate representing such Shares is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.9, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Cash Merger Consideration as contemplated by this Section 2.9. (c) In the event that any Certificate shall have been lost, stolen or destroyed, Parent shall cause the Payment Agent to issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, such Cash Merger Consideration as may be required pursuant to this Agreement; provided, however, that Acquisition or the Payment Agent may, in its discretion, require the delivery of a suitable bond or indemnity. (d) All Cash Merger Consideration paid upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares; subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such Shares in accordance with the terms of this Agreement, or prior to the date hereof and which remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason they shall be canceled and exchanged as provided in this Article 2. (e) Any portion of the Merger Fund which remains undistributed to the stockholders of the Company for six months after the Effective Time shall be delivered to Parent upon demand and any stockholders of the Company who have not theretofore complied with this Article 2 shall thereafter look only to Parent for payment of their claim for the Cash Merger Consideration. (f) Neither Acquisition nor the Company shall be liable to any holder of Shares for cash from the Merger Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.such

Payment of Cash Merger Consideration. (a) As of the Effective Time, Acquisition shall deposit in trust with such agent or agents as may be appointed by Parent and Acquisition and reasonably acceptable to the Company (the "Payment Agent") for the benefit of the holders of issued and outstanding Shares at the Effective Time (excluding (i) Shares held by any of the Company's subsidiaries and (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent), an amount in cash equal to the aggregate amount necessary to pay the Cash Merger Consideration (such cash is hereinafter referred to as the "Merger Fund") payable pursuant to Section 2.8 in exchange for such issued and outstanding Shares. The Payment Agent shall, pursuant to irrevocable instructions, deliver the Cash Merger Consideration out of the Merger Fund. The Merger Fund shall not be used for any other purpose. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Payment Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding Shares (the "Certificates") whose Shares shares were converted into the right to receive the Cash Merger Consideration pursuant to Section 2.8: (i) a letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon delivery of the Certificates to the Payment Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions on how to surrender the Certificates in exchange for the Cash Merger Consideration. Upon surrender to the Payment Agent of a Certificate for cancellation, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Payment Agent to deliver, therefor a check representing the Cash Merger Consideration which such holder has the right to receive pursuant to the provisions of this Article 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the Cash Merger Consideration may be made to a transferee if the Certificate representing such Shares is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.9, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Cash Merger Consideration as contemplated by this Section 2.9. (c) In the event that any Certificate shall have been lost, stolen or destroyed, Parent shall cause the Payment Agent to shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, such Cash Merger Consideration as may be required pursuant to this Agreement; provided, however, that Acquisition or the its Payment Agent may, in its discretion, require the delivery of a suitable bond or indemnity. (d) All Cash Merger Consideration paid upon the surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares; subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such Shares in accordance with the terms of this Agreement, or prior to the date hereof and which remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason they shall be canceled and exchanged as provided in this Article 2. (e) Any portion of the Merger Fund which remains undistributed to the stockholders of the Company for six months after the Effective Time shall be delivered to Parent upon demand and any stockholders of the Company who have not theretofore complied with this Article 2 shall thereafter look only to Parent for payment of their claim for the Cash Merger Consideration.and (f) Neither Acquisition nor the Company shall be liable to any holder of Shares for cash from the Merger Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.