Common use of Payment of Merger Consideration; Stock Transfer Books Clause in Contracts

Payment of Merger Consideration; Stock Transfer Books. (a) Prior to the Merger Effective Time, Parent shall appoint as paying agent a bank or trust company reasonably satisfactory to the Company (the “Paying Agent”). Immediately following completion of the Merger and the cancellation of the Company Stock Options and Company Stock Based Awards, Parent shall deposit or cause the Surviving Corporation to deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Merger Shares, Company Stock Options, and Company Stock-Based Awards, cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid (such cash being hereinafter referred to as the “Surviving Corporation Fund”), and to cause the Paying Agent to make, and the Paying Agent shall make, payments of the Merger Consideration out of the Surviving Corporation Fund to the holders of Merger Shares, Company Stock Options, and Company Stock-Based Awards in accordance with this Agreement. The Surviving Corporation Fund shall be invested by the Paying Agent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest or (iii) commercial paper obligations receiving the highest rating from either Mxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of The McGraw Hill Companies, or a combination thereof, as directed by and for the benefit of the Surviving Corporation; provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Merger Shares, Company Stock Options, and Company Stock-Based Awards following completion of the Merger pursuant to this Article III. Any and all interest and other income earned on the Surviving Corporation Fund shall promptly be paid to the Surviving Corporation.

Payment of Merger Consideration; Stock Transfer Books. (a) Prior to the Merger Effective Time, Parent shall appoint as paying agent a bank or trust company reasonably satisfactory to the Company (the “Company Paying Agent”). Immediately following completion of the Merger and the cancellation of the Company Stock Options and Company Stock Based AwardsOptions, Parent shall deposit or cause the Surviving Corporation to deposit, or cause to be deposited, with the Company Paying Agent, for the benefit of the holders of Merger Shares, Company Stock Options, Company Restricted Shares, and Company Stock-Based Awards, cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid (such cash being hereinafter referred to as the “Surviving Corporation Fund”), ) and to cause the Company Paying Agent to make, and the Company Paying Agent shall make, payments of the Merger Consideration out of the Surviving Corporation Fund to the holders of Merger Shares, Company Stock Options, Company Restricted Shares, and Company Stock-Based Awards in accordance with this Agreement. The Surviving Corporation Fund shall be invested by the Paying Agent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest or (iii) commercial paper obligations receiving the highest rating from either Mxxxx’x Xxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of The McGraw Hill Companies, or a combination thereof, as directed by and for the benefit of the Surviving Corporation; provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Merger Shares, Company Stock Options, Company Restricted Shares, and Company Stock-Based Awards following completion of the Merger pursuant to this Article III. Any and all interest and other income earned on the Surviving Corporation Fund shall promptly be paid to the Surviving Corporation.

Payment of Merger Consideration; Stock Transfer Books. (a) Prior to the Merger Effective Time, Parent shall appoint as paying exchange agent a bank or trust company reasonably satisfactory to the Company (the “Paying Exchange Agent”). Immediately following completion of At or prior to the Merger and the cancellation of the Company Stock Options and Company Stock Based AwardsEffective Time, Parent shall deposit or cause the Surviving Corporation to deposit, or cause to be deposited, deposit with the Paying Exchange Agent, in trust for the benefit of the holders of Merger Shares, Company Stock Options, and Company Stock-Based Awards, sufficient cash in an amount sufficient to pay satisfy (i) the aggregate Merger Consideration required due and payable upon surrender of the Certificates pursuant to the provisions of this Article IV and (ii) if requested by the Company, the aggregate amounts payable to the holders of Company Stock Options and Company Warrants in accordance with Sections 4.02 and 4.03 of this Agreement. All cash deposited with the Exchange Agent shall be paid (such cash being hereinafter referred to as the “Surviving Corporation Fund”). The Exchange Agent shall, and pursuant to cause the Paying Agent to makeirrevocable instructions, and the Paying Agent shall make, payments of deliver the Merger Consideration contemplated to be paid pursuant to the provisions of this Article IV out of the Surviving Corporation Fund to the holders of Merger Shares, Company Stock Options, and Company Stock-Based Awards in accordance with this AgreementFund. The Surviving Corporation Fund shall not be invested used for any other purpose. The fees and expenses of the Exchange Agent shall be paid by Parent. The Exchange Agent shall invest the Paying Agent Surviving Corporation Fund in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest or interest, (iii) commercial paper obligations receiving the highest rating from either Mxxxx’x Xxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of The McGraw Hill CompaniesCompanies or (iv) money market funds investing solely in a combination of the foregoing, or a combination thereof, as directed by and for the benefit of the Surviving Corporation; provided, however, that no gain or loss thereon shall affect the amounts payable hereunder and the Parent shall take all actions necessary to ensure that the holders of Merger Shares, Company Stock Options, and Company Stock-Based Awards following completion of Surviving Corporation Fund includes at all times cash sufficient to satisfy the Merger pursuant to Buyer Parties’ obligation under this Article IIIAgreement. Any and all interest and other income earned on resulting from such investments shall be the Surviving Corporation Fund shall promptly be property of, and paid to the Surviving Corporationto, Parent.

Payment of Merger Consideration; Stock Transfer Books. (a) Prior to the Merger Effective Time, Parent shall appoint as paying agent a bank or trust company reasonably satisfactory to the Company (the “Company Paying Agent”). Immediately following completion of the Merger and the cancellation of the Company Stock Options and Company Stock Based AwardsOptions, Parent shall deposit or cause the Surviving Corporation to deposit, or cause to be deposited, with the Company Paying Agent, for the benefit of the holders of Merger Shares, Company Stock Options, Company Restricted Shares, and Company Stock-Based Awards, cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid (such cash being hereinafter referred to as the “Surviving Corporation Fund”), and to cause the Company Paying Agent to make, and the Company Paying Agent shall make, payments of the Merger Consideration out of the Surviving Corporation Fund to the holders of Merger Shares, Company Stock Options, Company Restricted Shares, and Company Stock-Based Awards in accordance with this Agreement. The Surviving Corporation Fund shall be invested by the Paying Agent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest or (iii) commercial paper obligations receiving the highest rating from either Mxxxx’x Xxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of The McGraw Hill Companies, or a combination thereof, as directed by and for the benefit of the Surviving Corporation; provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Merger Shares, Company Stock Options, Company Restricted Shares, and Company Stock-Based Awards following completion of the Merger pursuant to this Article III. Any and all interest and other income earned on the Surviving Corporation Fund shall promptly be paid to the Surviving Corporation.