Common use of Surrender of Certificates; Stock Transfer Books Clause in Contracts

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration to which holders of such Shares shall become entitled pursuant to Section 2.5. Promptly after (and in any event no later than the third business day after) the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to pay the aggregate Merger Consideration payable pursuant to Section 2.5 (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation; provided that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any such investments or (ii) the Payment Fund has diminished for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h) and Section 2.5, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to make such payments pursuant to Section 1.1(h) and Section 2.5.

Surrender of Certificates; Stock Transfer Books. (a) Prior Not less than 3 Business Days prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as an agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration consideration to which such holders of such Shares shall become entitled pursuant to Section 2.52.1(f) and Section 3.5(a)(iii). Promptly after (The Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and in any event no later than substance reasonably acceptable to the third business day after) Company. Immediately prior to the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to pay make payment of the cash consideration payable pursuant to Section 2.1(f) and with the Paying Agent cash sufficient to make payment of the aggregate Merger Consideration payable pursuant to Section 2.5 and (together iv) (such deposits with the amount deposited pursuant the immediately preceding sentencePaying Agent, collectively, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in Consideration; provided, however, the Merger. The Payment Fund shall may be invested by the Paying Agent as directed by the Surviving Corporation; provided provided, further, that such investments shall be (w1) in obligations of or guaranteed by the United States of America, (x) America in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y2) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z3) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any no such investments investment will relieve Parent, Purchaser, or the Paying Agent from making the payments required by this ARTICLE 3 and (ii) the Payment Fund has diminished for any reason below the level required for the Paying Agent no such investment will have maturities that could prevent or materially delay payments to make prompt cash payment be made pursuant to Section 1.1(h) and Section 2.5, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to make such payments pursuant to Section 1.1(h) and Section 2.5this Agreement.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall will designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration funds to which holders of such Shares shall will become entitled pursuant to Section 2.5this Agreement. Promptly after (and in any event no later than At the third business day after) the Offer Acceptance TimeClosing, Parent shall deposit, will deposit or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, deposited with the Paying Agent cash sufficient funds to pay the aggregate Merger Consideration payable pursuant to Section 2.5 in respect of the Shares (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation; provided that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any such investments or (ii) the Payment Fund has diminished diminishes for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h) and Section 2.5of the amounts described in the preceding sentence, Parent shalland Purchaser will, or shall will cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund lost portion of such fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, it is maintained at a level sufficient for to make such payments. The Payment Fund will be invested by the Paying Agent as directed by Parent; provided that (i) no such investment or losses thereon will relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent will promptly provide additional funds to make the Paying Agent in the amount of any such losses, (ii) no such investment will have maturities that could prevent or delay payments to be made pursuant to Section 1.1(hthis Agreement, and (iii) such investments will be in short-term obligations of the United States of America with maturities of no more than thirty (30) days or guaranteed by, and Section 2.5backed by the full faith and credit of, the United States of America. Any and all interest or other amounts earned with respect to such funds will be paid to Parent. The Payment Fund will not be used for any other purpose. The Surviving Corporation will (and Parent will cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares and the payment of the Merger Consideration in respect of the Shares.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration funds to which holders of such Shares shall become entitled pursuant to Section 2.5this Agreement. Promptly Without limiting the generality of Sections 1.1(j) and 9.11, as and when needed after (and in any event no later than the third business day after) each of the Offer Acceptance Time and Effective Time, Parent shall depositshall, or shall take all steps necessary to enable and cause to be depositedPurchaser to, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, deposit with the Paying Agent cash sufficient all of the funds necessary to pay purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer and the aggregate Merger Consideration payable pursuant to Section 2.5 be paid in respect of the Shares, as applicable (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The To the extent the Payment Fund shall not be used diminishes for any purpose other than reason below the level required to pay make prompt payment of the aggregate Offer Price amounts described in the Offer preceding sentence, Parent and Purchaser shall promptly replace or restore the aggregate Merger Consideration in the Mergerlost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the Surviving Corporation; provided payments required by this Article 2 or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement, and (iii) such investments shall be (w) in short-term obligations of the United States of America with maturities of no more than thirty (30) days or guaranteed by, and backed by the full faith and credit of, the United States of America, (x) in commercial paper obligations rated A-1 . Any and all interest or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses other amounts earned with respect to any such investments or (ii) funds shall become part of the Payment Fund, and any amounts in excess of the amounts payable under Section 2.6(a) shall be promptly returned to either Parent or the Surviving Corporation. The Payment Fund has diminished shall not be used for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h) other purpose. The Surviving Corporation shall (and Section 2.5, Parent shall, or shall cause the Surviving Corporation to) pay all charges and expenses, promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration including those of the Payment FundPaying Agent, maintained at a level sufficient for in connection with the Paying Agent to make such payments pursuant to Section 1.1(h) exchange of Shares and Section 2.5the payment of the Merger Consideration in respect of the Shares.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance TimeClosing Date, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares and Company Warrants to receive the aggregate Merger Consideration to which holders of such Shares and Company Warrants shall become entitled pursuant to Section 2.51.5 and Section 1.9, respectively. Promptly after (and in any event no later than the third business day after) the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to pay the aggregate Merger Closing Consideration as and when payable pursuant to Section 2.5 1.5 and Section 1.9 (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Closing Consideration in the Merger; provided that any interest or other income resulting from investment of the Payment Fund that results in an amount being held in the Payment Fund that is greater than the amount payable pursuant to this Section 1.6 shall be promptly returned to Parent. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving CorporationXxxxxx; provided that such investments shall be (wi) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument investment or losses thereon shall relieve Parent from making the payments required by Section 1.5 and Section 1.9 and (ii) no such investment shall have a maturity exceeding three (3) monthsmaturities that could prevent or delay payments to be made pursuant to this Agreement. To the extent Parent becomes aware that (ix) there are any losses with respect to any such investments or (iiy) the Payment Fund has diminished for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h) and Section 2.51.5, Parent shall, or shall cause the Surviving Corporation to, shall promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to promptly make such payments pursuant to Section 1.1(h) 1.5 and Section 2.51.9. For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the CVR Agreement.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as an agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration consideration to which such holders of such Shares shall become entitled pursuant to Section 2.52.1(b) and Section 3.5(a)(iii) and to act as rights agent (in such capacity, the “Rights Agent”) under the Contingent Value Right Agreement. Promptly after (At or prior to the earlier to occur of the Offer Acceptance Time and the Effective Time, Parent and the Rights Agent shall enter into the Contingent Value Right Agreement. The Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in any event no later than form and substance reasonably acceptable to the third business day after) Company. Immediately prior to the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to pay make payment of the aggregate Merger Consideration cash consideration payable pursuant to Section 2.5 (together 2.1(b) and with the amount deposited Paying Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 3.5 (such deposits with the immediately preceding sentencePaying Agent, collectively, the “Payment Fund”); provided, that Parent shall not be required to deposit the funds related to the Contingent Value Rights with the Rights Agent unless and until such deposit is required pursuant to the terms of the Contingent Value Right Agreement. The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The ; provided, however, the Payment Fund shall may be invested by the Paying Agent as directed by the Surviving Corporation; provided provided, further, that such investments shall be (w1) in obligations of or guaranteed by the United States of America, (x) America in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y2) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z3) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any no such investments investment will relieve Parent, Purchaser, or the Paying Agent from making the payments required by this Article 3 and (ii) the Payment Fund has diminished for any reason below the level required for the Paying Agent no such investment will have maturities that could prevent or materially delay payments to make prompt cash payment be made pursuant to Section 1.1(h) and Section 2.5, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to make such payments pursuant to Section 1.1(h) and Section 2.5this Agreement.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a single bank or trust company reasonably acceptable to the Company to act both as agent (in such capacity, the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price funds to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (in such capacity, the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration funds to which holders of such Shares shall become entitled pursuant to Section 2.52.6. Promptly after (The agreement or agreements pursuant to which Parent shall appoint the Depository Agent and Paying Agent shall be in any event no later than form and substance reasonably acceptable to the third business day after) Company. At or prior to the Offer Acceptance Time, Parent shall deposit, or shall take all steps necessary to enable and cause Purchaser to be depositeddeposit, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price cash consideration payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, 1.1(b) and with the Paying Agent cash sufficient to pay make payment of the aggregate Merger Consideration cash consideration payable pursuant to Section 2.5 2.6 (together with the amount deposited pursuant the immediately preceding sentencetogether, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the Surviving Corporation; provided payments required by Article I or this Article II or affect the amount of the aggregate Offer Price or the Merger Consideration payable in respect of the Shares and following any losses, or if for any other reasons the Payment Fund shall not be sufficient to make prompt payment of the Offer Price or Merger Consideration (including as a result of Dissenting Shares losing their status as such), Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses or any other amount necessary so that the Payment Fund is sufficient to make prompt payment of the aggregate Offer Price and Merger Consideration, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement, and (iii) such investments shall be (w) in short-term obligations of the United States of America with maturities of no more than three (3) months or guaranteed by, and backed by the full faith and credit of, the United States of America, (x) in commercial paper obligations rated A-1 . Any and all interest or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses other amounts earned with respect to any such investments or (ii) funds shall become part of the Payment Fund, and any amounts in excess of the amounts payable in connection with the Offer or under Section 2.6 shall be promptly returned to either Parent or the Surviving Corporation. The Payment Fund has diminished shall not be used for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to purpose not contemplated by this Section 1.1(h) 2.7. The Surviving Corporation shall (and Section 2.5, Parent shall, or shall cause the Surviving Corporation to) pay all charges and expenses, promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration including those of the Payment Fund, maintained at a level sufficient for Depository Agent and the Paying Agent to make such payments pursuant to Section 1.1(h) Agent, in connection with the exchange of Shares and Section 2.5the payment of the Merger Consideration in respect of the Shares.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration to which holders of such Shares shall become entitled pursuant to Section 2.5. Promptly after (and in any event no later than the third business day after) the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to pay the aggregate Merger Consideration payable pursuant to Section 2.5 (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation; provided that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billionone billion dollars, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any such investments or (ii) the Payment Fund has diminished for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h) and Section 2.5, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to make such payments pursuant to Section 1.1(h) and Section 2.5.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration funds to which holders of such Shares shall become entitled pursuant to Section 2.5this Agreement. Promptly after (and in any event no later than At the third business day after) the Offer Acceptance TimeClosing, Parent shall deposit, deposit or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, deposited with the Paying Agent funds that, when taken together with available cash of the Acquired Companies that is deposited with the Paying Agent at the Effective Time, are sufficient to pay the aggregate Merger Consideration payable pursuant to Section 2.5 in respect of the Shares (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation; provided that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any such investments or (ii) the Payment Fund has diminished diminishes for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h) and Section 2.5of the amounts described in the preceding sentence, Parent and Purchaser shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund lost portion of such fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, it is maintained at a level sufficient for to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to make the Paying Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to Section 1.1(hthis Agreement, and (iii) such investments shall be in short-term obligations of the United States of America with maturities of no more than thirty (30) days or guaranteed by, and Section 2.5backed by the full faith and credit of, the United States of America. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares and the payment of the applicable Merger Consideration in respect of the Shares.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price Merger Consideration to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration to which holders of such Shares shall become entitled pursuant to Section 2.5. Promptly after (and in any event no later than the third business day second Business Day after) the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price Merger Consideration payable pursuant to Section 1.1(h). On or prior to Promptly after the Closing DateDate (and in any event no later than the second Business Day after), Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to pay the aggregate Merger Consideration payable pursuant to Section 2.5 (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price Merger Consideration in the Offer and the aggregate Merger Consideration in the Mergerand pursuant to Section 2.9. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation; provided that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any such investments or (ii) the Payment Fund has diminished for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h) and Section 2.5, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to make such payments pursuant to Section 1.1(h) and Section 2.5.

Surrender of Certificates; Stock Transfer Books. (a) Prior to Promptly after the Offer Acceptance Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration to which holders of such Shares shall become entitled pursuant to Section 2.5. Promptly after (and in any event no later than the third business day after) the Offer Acceptance Time, Parent shall deposit, or Surviving Corporation shall cause the Paying Agent to be deposited, with the Depository Agent cash sufficient mail or otherwise deliver to make the payment each holder as of the aggregate Offer Price payable pursuant to Section 1.1(h). On or Effective Time of certificates which immediately prior to the Closing DateEffective Time represented shares of Capital Stock (the "Certificates") a form of letter of transmittal (which shall specify that delivery shall be effected, Parent and risk of loss and title to the Certificates shall depositpass, or only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates and payment therefor. Such letter of transmittal shall cause also bind such holder to be depositedthe provisions of 11.18 hereof and shall include a release by such Stockholder of the Company, with its Subsidiaries, their respective predecessors, successors and assigns, and the directors and officers of the foregoing. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal duly executed and Spousal Consent, if applicable, as described below, the holder of such Certificate shall be paid in exchange therefor cash sufficient in an amount equal to pay the aggregate product obtained by multiplying the number of shares of Capital Stock evidenced by such Certificate by the amount of the Net Merger Consideration payable pursuant and the Certificate so surrendered shall be cancelled. If the portion of the Merger Consideration is to Section 2.5 (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose paid to a Person other than to pay the aggregate Offer Price Person in whose name the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund Certificate so surrendered is registered, it shall be invested by the Paying Agent as directed by the Surviving Corporation; provided a condition of exchange that such investments Certificate shall be (w) properly endorsed or otherwise in obligations of proper form for transfer and that the Person requesting such exchange shall pay any transfer or guaranteed other Taxes required by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination reason of the foregoing and, in any exchange to a Person other than the registered holder of such case, no Certificate or establish to the reasonable satisfaction of the Company that such instrument shall have a maturity exceeding three (3) monthsTax has been paid or is not applicable. To the extent Parent becomes aware a Stockholder is married and the Capital Stock constitutes community property or otherwise is owned or held in a manner that requires spousal or other approval for such surrender to be legal, valid and binding, it shall be a condition of the exchange that such spouse has executed a spousal consent in substantially the form annexed hereto as Exhibit B (i) there are any losses a "Spousal Consent"), which provides, generally, that the surrender and exchange have been duly authorized and constitute a valid and binding agreement of such Stockholder's spouse or the Person giving such approval, enforceable against such spouse or Person in accordance with respect its terms. Until surrendered as contemplated by this Section 1.04(a), each Certificate shall be deemed as of the Effective Time of the Merger to any represent only the right to receive, upon surrender of such investments or (ii) Certificate in accordance with this Section 1.04(a), the Payment Fund has diminished for any reason below consideration into which the level required for the Paying Agent to make prompt cash payment shares represented by such Certificate shall have been converted pursuant to this Section 1.1(h) and Section 2.5, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to make such payments pursuant to Section 1.1(h) and Section 2.51.04(a).

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration funds to which holders of such Shares shall become entitled pursuant to Section 2.5this Agreement. Promptly after (and in any event no later than At the third business day after) the Offer Acceptance TimeClosing, Parent shall deposit, deposit or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, deposited with the Paying Agent funds that, when taken together with available cash of the Company that is deposited with the Paying Agent at the Effective Time, are sufficient to pay the aggregate Merger Consideration payable pursuant to Section 2.5 in respect of the Shares (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation; provided that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any such investments or (ii) the Payment Fund has diminished diminishes for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h) and Section 2.5of the amounts described in the preceding sentence, Parent and Purchaser shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund lost portion of such fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, it is maintained at a level sufficient for to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to make the Paying Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to Section 1.1(hthis Agreement, and (iii) such investments shall be in short-term obligations of the United States of America with maturities of no more than thirty (30) days or guaranteed by, and Section 2.5backed by the full faith and credit of, the United States of America. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares and the payment of the applicable Merger Consideration in respect of the Shares.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a U.S. bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price funds to which holders of such Shares shares shall become entitled pursuant to Section 1.1(b) and to 1.1. The Depository Agent shall also act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration funds to which holders of such Shares shares shall become entitled pursuant to Section 2.5. Promptly after (and in any event no later than the third business day after) Prior to or at the Offer Acceptance TimeClosing, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price cash consideration payable pursuant to Section 1.1(h). On or prior to 1.1 at the Offer Closing Date, Parent shall deposit, or shall cause to be deposited, and with the Paying Agent cash sufficient to pay make payment of the aggregate Merger Consideration cash consideration payable pursuant to Section 2.5 (together with the amount deposited pursuant the immediately preceding sentencetogether, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Mergerpurpose. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation; provided that such , subject to the following restrictions. Such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) America in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in foregoing. In no event shall any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any Earnings from such investments shall be the sole and exclusive property of Parent, and no such investment gain or (ii) loss shall affect the Payment Fund has diminished amounts payable to holders of Shares. If for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h(including losses) and Section 2.5, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund so as shall be insufficient to ensure that fully satisfy all of the payment obligations pursuant Section 1.1 and Section 2.5, upon receipt by Parent of notice of such deficiency from the Paying Agent, Parent or Purchaser shall promptly deposit cash into the Payment Fund is, at all times during in an amount which is equal to the duration deficiency in the amount of the Payment Fund, maintained at a level sufficient for the Paying Agent cash required to make fully satisfy such payments pursuant to Section 1.1(h) and Section 2.5payment obligations.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) ), for the holders of Shares to receive the aggregate Offer Price amount of cash to which holders of such Shares shall become entitled pursuant to Section 1.1(b2.1(b) at the Offer Acceptance Time and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration amount of cash to which holders of such Shares shall become entitled pursuant to Section 2.53.5 at the Effective Time. Promptly after (The Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and in any event no later than substance reasonably acceptable to the third business day after) Company. At or prior to the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price cash consideration payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, 2.1(b) and with the Paying Agent cash sufficient to pay make payment of the aggregate Merger Consideration cash consideration payable pursuant to Section 2.5 3.5 (together with the amount deposited pursuant the immediately preceding sentencesuch deposits, collectively, the “Payment Fund”). For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The ; provided, however, the Payment Fund shall may be invested by the Paying Agent as directed by the Surviving Corporation; provided provided, further, that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) America in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any such investments or (ii) the Payment Fund has diminished for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h) and Section 2.5, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to make such payments pursuant to Section 1.1(h) and Section 2.5.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price Merger Consideration to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration to which holders of such Shares shall become entitled pursuant to Section 2.5. Promptly after (and in any event no later than the third business day second Business Day after) the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price Merger Consideration payable pursuant to Section 1.1(h). On or prior to Promptly after the Closing DateDate (and in any event no later than the second Business Day after), Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to pay the aggregate Merger Consideration payable pursuant to Section 2.5 (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price Merger Consideration in the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation; provided that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billionbillion (based on the most recent financial statements of such bank which are then publicly available), or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any such investments or (ii) the Payment Fund has diminished for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h) and Section 2.5, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to make such payments pursuant to Section 1.1(h) and Section 2.5.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration funds to which holders of such Shares shall become entitled pursuant to Section 2.5this Agreement. Promptly On and after (and in any event no later than the third business day after) the Offer Acceptance Effective Time, Parent shall deposit, deposit or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, deposited with the Paying Agent cash sufficient funds to pay the aggregate Merger Consideration payable pursuant to Section 2.5 in respect of the Shares (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation; provided that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency amounts and at the time of acquisition or a combination of the foregoing and, in any times necessary for such case, no such instrument shall have a maturity exceeding three (3) monthspayments. To the extent Parent becomes aware that (i) there are any losses with respect to any such investments or (ii) the Payment Fund has diminished diminishes for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h) and Section 2.5of the amounts described in the preceding sentence, Parent and Purchaser shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund lost portion of such fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, it is maintained at a level sufficient for to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to make the Paying Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to Section 1.1(hthis Agreement, and (iii) such investments shall be in short-term obligations of the United States of America with maturities of no more than thirty (30) days or guaranteed by, and Section 2.5backed by the full faith and credit of, the United States of America. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares and the payment of the Merger Consideration in respect of the Shares.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration funds to which holders of such Shares shall become entitled pursuant to Section 2.5this Agreement. Promptly after (and in any event no later than the third business day after) On or prior to the Offer Acceptance Time, Parent shall depositshall, or shall take all steps necessary to enable and cause to be depositedPurchaser to, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, deposit with the Paying Agent cash sufficient all of the funds necessary to pay the aggregate Merger Consideration payable purchase any Shares that Purchaser becomes obligated to purchase pursuant to Section 2.5 (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration to be paid in respect of the MergerShares, as applicable (the “Payment Fund”). The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the Surviving Corporation; provided payments required by Article 1 or this Article 2 or affect the amount of aggregate Offer Price and Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement, and (iii) such investments shall be (w) in short-term obligations of the United States of America with maturities of no more than thirty (30) days or guaranteed by, and backed by the full faith and credit of, the United States of America, (x) in commercial paper obligations rated A-1 . Any and all interest or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses other amounts earned with respect to any such investments or (ii) funds shall become part of the Payment Fund, and any amounts in excess of the amounts payable in connection with the Offer or under Section 2.6(a) shall be promptly returned to either Parent or the Surviving Corporation. The Payment Fund has diminished shall not be used for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h) other purpose. The Surviving Corporation shall (and Section 2.5, Parent shall, or shall cause the Surviving Corporation to) pay all charges and expenses, promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration including those of the Payment FundPaying Agent, maintained at a level sufficient for in connection with the Paying Agent to make such payments pursuant to Section 1.1(h) exchange of Shares and Section 2.5the payment of the Merger Consideration in respect of the Shares.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration to which such holders of such Shares shall become entitled pursuant to Section 2.5the terms of this Agreement. Promptly after (and in any event no later than the third business day after) the Offer Acceptance Time, The agreement pursuant to which Parent shall deposit, or appoint the Paying Agent shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.1(h). On or prior in form and substance reasonably acceptable to the Closing DateCompany. At or promptly following the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to pay the aggregate Merger Consideration payable pursuant to Section 2.5 2.1 (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Mergerpursuant to Section 2.1. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation; provided that such investments shall be in (wi) in obligations of or guaranteed by the United States of America, (xii) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (yiii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (ziv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition acquisition, or (v) a combination of the foregoing foregoing, and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To ; provided further that in no event shall such investments affect receipt of the Merger Consideration by former holders of record of Shares or otherwise impair such holders’ rights hereunder, and to the extent Parent becomes aware that (i) there are any losses with respect to any such investments of the Payment Fund, or (ii) the Payment Fund has diminished diminishes for any reason below the level required for to promptly pay the Paying Agent Merger Consideration to make prompt cash payment pursuant to Section 1.1(h) and Section 2.5all former holders of record of Shares, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, is at all times during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to make such payments pursuant payments. Any interest or other income resulting from such investments shall be paid to Section 1.1(h) and Section 2.5Parent or its designee, upon demand.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance TimeClosing Date, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration to which holders of such Shares shall become entitled pursuant to Section 2.5. Promptly after (and in any event no later than the third business day after) the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.1(h)1.5. On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to pay the aggregate Merger Consideration payable pursuant to Section 2.5 1.5 (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger; provided that any interest or other income resulting from investment of the Payment Fund that results in an amount being held in the Payment Fund that is greater than the amount payable pursuant to this Section 1.6 shall be promptly returned to Parent. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving CorporationXxxxxx; provided that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any such investments or (ii) the Payment Fund has diminished for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h) and Section 2.51.5, Parent shall, or shall cause the Surviving Corporation to, shall promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to promptly make such payments pursuant to Section 1.1(h) and Section 2.51.5.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Timecommencement of the Offer, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration to which holders of such Shares shares shall become entitled pursuant to Section 2.5. Promptly after (and in any event no later than the third business day after) the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to pay the aggregate Merger Consideration payable pursuant to Section 2.5 (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund shall be invested by the Depository Agent or the Paying Agent as directed by the Surviving CorporationPxxxxx; provided that such investments shall be (wi) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument investment or losses thereon shall relieve Parent from making the payments required by Section 1.1(h) and Section 2.5 and (ii) no such investment shall have a maturity maturities exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any such investments or (ii) the Payment Fund has diminished for any reason below the level required for the Depository Agent or Paying Agent to make prompt cash payment pursuant to Section 1.1(h) and Section 2.5, as applicable, Parent shall, or shall cause the Surviving Corporation to, shall promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, maintained at a level sufficient for the Depository Agent and the Paying Agent to promptly make such payments pursuant to Section 1.1(h) and Section 2.5, as applicable.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price Closing Amounts to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and the holders of shares of Class A-1 Convertible Preferred Stock to receive the aggregate amounts to which holders of such Shares shall become entitled to pursuant to Section 2.9 and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration Closing Amounts to which such holders of such Table of Contents Shares shall become entitled pursuant to Section 2.5. Promptly after (and in any event no later than the third second business day after) the Offer Acceptance Time, Parent shall depositcause Payor to, or shall cause to be depositedand Payor shall, deposit with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price Closing Amounts payable pursuant to Section 1.1(h)1.1(i) and Section 2.9. On or prior to Promptly after the Closing DateDate (and in any event no later than the second business day after), Parent shall depositcause Payor to, or shall cause to be depositedand Payor shall, deposit with the Paying Agent cash sufficient to pay the aggregate Merger Consideration Closing Amounts payable pursuant to Section 2.5 (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price Closing Amounts in the Offer and the aggregate Merger Consideration in the Mergerand pursuant to Section 2.9. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation; provided that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any such investments or (ii) the Payment Fund has diminished for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h) and Section 2.5, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to make such payments pursuant to Section 1.1(h) and Section 2.5.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b1.1(h) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration to which holders of such Shares shall become entitled pursuant to Section 2.52.5 and, in connection therewith, prior to the Closing Date, Parent shall enter into an agreement with the Paying Agent with terms reasonably acceptable to the Company. Promptly after (and in any event no later than the third business day after) Prior to the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the prompt payment of the aggregate Offer Price payable pursuant to Section 1.1(h)payable. On or prior Prior to the Closing DateClosing, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to pay the aggregate Merger Consideration payable pursuant to Section 2.5 (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 5 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any such investments investments, or (ii) the Payment Fund has diminished diminishes for any reason other reasons below the level required for the Paying Agent to make prompt cash payment pursuant to Section 1.1(h) and Section 2.5of the Merger Consideration as contemplated hereby, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in portion of the Payment Fund lost through investments or other events so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, is maintained at a level sufficient for the Paying Agent to make such payments payments. Any interest and other income resulting from such investment (if any) in excess of the amounts payable pursuant to Section 1.1(h) and Section 2.52.6 shall be promptly returned to Parent.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate funds for purposes of effecting the payment and distribution of the Merger Consideration to which holders of such Shares shall become entitled pursuant to Price contemplated by Section 2.51.6(a)(iv). Promptly after (and in any event no later than the third business day after) the Offer Acceptance Effective Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash in an amount sufficient to pay the aggregate Merger Consideration Price payable pursuant to Section 2.5 (together 1.6(a)(iv) in exchange for outstanding shares of Company Common Stock. Such funds deposited with the amount deposited pursuant the immediately preceding sentence, Paying Agent are referred to herein as the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. .” The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation; provided that such investments shall be (w) Parent, in obligations of or guaranteed its sole discretion, pending payment thereof by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in Paying Agent to the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination holders of the foregoing andshares of Company Common Stock; provided, in any such casehowever, that no such instrument gain or loss thereon shall have a maturity exceeding three (3) months. To affect the extent amounts payable hereunder and Parent becomes aware shall take all actions necessary to ensure that (i) there are any losses with respect to any such investments or (ii) the Payment Fund has includes cash sufficient to satisfy the Parent’s obligation to pay the Merger Price under this Agreement. In the event the Payment Fund is diminished for any reason below the level required for the Paying Agent to make prompt cash payment pursuant to payments as required under Section 1.1(h) and Section 2.51.7(b), the Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the deposit additional cash in into the Payment Fund so as in an amount equal to ensure that the Payment Fund is, at all times during deficiency in the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent amount required to make such payments pursuant payments. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to Section 1.1(h) the benefit of holders of shares of Company Common Stock. Parent or the Surviving Corporation shall pay all charges and Section 2.5expenses, including those of the Paying Agent, incurred by it in connection with the exchange of shares of Company Common Stock for the Merger Price and other amounts contemplated by this Agreement.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price Cash Consideration to which holders of such Shares shall become entitled pursuant to Section 1.1(b1.1(h) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate cash portion of the Merger Consideration to which holders of such Shares shall become entitled pursuant to Section 2.52.5 and, in connection therewith, prior to the Closing Date, Parent shall enter into an agreement with the Paying Agent with terms reasonably acceptable to the Company. Promptly after (and in any event no later than On or prior to the third business day after) date of the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the prompt payment of the aggregate Offer Price payable pursuant to Section 1.1(h)Cash Consideration payable. On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to pay the aggregate cash portion of the Merger Consideration payable pursuant to Section 2.5 (together with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). For the avoidance of doubt, neither Parent nor Purchaser shall be required to deposit any funds related to any Milestone Payment with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price Cash Consideration in the Offer and the aggregate cash portion of the Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided that such investments shall be (wx) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements United States government or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in United States treasury money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any such investments investments, or (ii) the Payment Fund has diminished diminishes for any reason other reasons below the level required for the Paying Agent to make prompt payment of the Cash Consideration and the aggregate cash payment pursuant to Section 1.1(h) and Section 2.5portion of the Merger Consideration as contemplated hereby, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in portion of the Payment Fund lost through investments or other events so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, is maintained at a level sufficient for the Paying Agent to make such payments payments. Any interest and other income resulting from such investment (if any) in excess of the amounts payable pursuant to Section 1.1(h) 2.6 shall be for the benefit of Parent and Section 2.5promptly returned to Parent.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall duly authorize, execute and deliver, and shall ensure that the Rights Agent duly authorizes, executes and delivers, the CVR Agreement. Prior to the Closing Date, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) ), for the holders of Shares to receive the aggregate Offer Price funds to which such holders of such Shares shall become entitled pursuant to Section 1.1(b2.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration funds to which such holders of such Shares shall become entitled pursuant to Section 2.53.5. Promptly after (The Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and in any event no later than substance reasonably acceptable to the third business day after) Company. Immediately prior to the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price cash consideration payable pursuant to Section 1.1(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, 2.1(b) and with the Paying Agent cash sufficient to pay make payment of the aggregate Merger Consideration cash consideration payable pursuant to Section 2.5 3.5 (together such deposits with the amount deposited pursuant Depository Agent and the immediately preceding sentencePaying Agent, collectively, the “Payment Fund”). For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The ; provided, however, the Payment Fund shall may be invested by the Paying Agent as directed by the Surviving CorporationXxxxxx; provided provided, further, that such investments shall be (w1) in obligations of or guaranteed by the United States of America, (x) America in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y2) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z3) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any no such investments investment will relieve Parent, Purchaser or the Paying Agent from making the payments required by this Article 3 and (ii) the Payment Fund has diminished for any reason below the level required for the Paying Agent no such investment will have maturities that could prevent or delay payments to make prompt cash payment be made pursuant to this Agreement. Until surrendered as contemplated by this Section 1.1(h) 3.6, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by Section 2.5, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is, at all times during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to make such payments pursuant to Section 1.1(h) and Section 2.53.5.