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

Surrender of Certificates; Stock Transfer Books. (a) As soon as reasonably practicable after the date of this Agreement, and in any event prior to the Offer Acceptance Time, Parent shall appoint 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 Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(h) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the 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 second (2nd) business day after) the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash as and when required in amounts sufficient to make prompt 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 as and when required in amounts sufficient to make prompt payment of the aggregate Merger Consideration payable pursuant to Section 2.5 (together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided that such investments shall be in obligations of or guaranteed by the United States of 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, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or 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. In no event, however, shall such investments delay the receipt by the former holders of Shares or Company Warrants of the Merger Consideration, as applicable, or otherwise impair such holders’ rights hereunder. 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), Section 2.5 and Section 2.8, 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, maintained at a level sufficient for the Paying Agent to make such payments promptly as and when required pursuant to Section 1.1(h), Section 2.5 and Section 2.8.

Surrender of Certificates; Stock Transfer Books. (a) As soon as reasonably practicable after the date of this Agreement, and in any event prior Prior to the Offer Acceptance Time, Parent shall appoint 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(h1.01(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 2.52.05. Promptly after (and in any event no later than the second (2nd) third business day after) the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash as and when required in amounts sufficient to make prompt the payment of the aggregate Offer Price payable pursuant to Section 1.1(h1.01(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited deposited, with the Paying Agent cash as and when required in amounts sufficient to make prompt payment of pay the aggregate Merger Consideration payable pursuant to Section 2.5 2.05 (together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other purposethan 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 if so directed by Parentthe Surviving Corporation; provided that such investments shall be (w) in obligations of or guaranteed by the United States of America America, (x) 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, (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. In no event, however, shall such investments delay the receipt by the former holders of Shares or Company Warrants of the Merger Consideration, as applicable, or otherwise impair such holders’ rights hereunder. 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), Section 2.5 1.01(h) and Section 2.82.05, 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 timestimes during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to make such payments promptly as and when required pursuant to Section 1.1(h), Section 2.5 1.01(h) and Section 2.82.05.

Surrender of Certificates; Stock Transfer Books. (a) As soon as reasonably practicable after the date of this Agreement, and in any event prior Prior to the Offer Acceptance Time, Parent shall appoint 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(h1.1(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 second (2nd) business day after) the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash as and when required in amounts sufficient to make prompt 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 as and when required in amounts sufficient to make prompt payment of pay the aggregate Merger Consideration payable pursuant to Section 2.5 (together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other purposethan 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 Parentthe Surviving Corporation; provided that such investments shall be (w) in obligations of or guaranteed by the United States of America 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. In no event, however, shall such investments delay the receipt by the former holders of Shares or Company Warrants of the Merger Consideration, as applicable, or otherwise impair such holders’ rights hereunder. 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), Section 2.5 and Section 2.8, 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, maintained at a level sufficient for the Paying Agent to make such payments promptly as and when required pursuant to Section 1.1(h), Section 2.5 and Section 2.8.

Surrender of Certificates; Stock Transfer Books. (a) As soon as reasonably practicable after the date of this Agreement, and in any event prior Prior to the Offer Acceptance Time, Parent shall appoint 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 Offer Price aggregate Cash Amount to which holders of such Shares shall become entitled pursuant to Section 1.1(h1.1(b) at the Offer Acceptance Time and to act as agent (the “Paying Agent”) for the holders of Shares to receive the Merger Consideration aggregate Cash Amount to which holders of such Shares shall become entitled pursuant to Section 2.52.5 at the Effective Time. Promptly after (and in any event no later than the second (2nd) third business day after) the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash as and when required in amounts sufficient to make prompt payment of the aggregate Cash Amount payable as part 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 as and when required in amounts sufficient to make prompt payment of the aggregate Cash Amount payable as part of the aggregate Merger Consideration payable pursuant to Section 2.5 (together with the amount deposited pursuant to 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 CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement and no such deposit will be deemed part of the Payment Fund. The Payment Fund shall not be used for any purpose other purposethan to pay the aggregate Cash Amount payable as part of the aggregate Offer Price in the Offer and the aggregate Cash Amount payable as part of the Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Agent as directed by Parentthe Surviving Corporation; provided that such investments shall be (w) in obligations of or guaranteed by the United States of America 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. In no event, however, shall such investments delay the receipt by the former holders of Shares or Company Warrants of the Merger Consideration, as applicable, or otherwise impair such holders’ rights hereunder. 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), Section 2.5 ) and Section 2.82.5, 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 timestimes during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to make such payments promptly as and when required pursuant to Section 1.1(h), Section 2.5 ) and Section 2.82.5.

Surrender of Certificates; Stock Transfer Books. (a) As soon as reasonably practicable after the date of this Agreement, and in any event prior Prior to the Offer Acceptance Time, Parent shall appoint 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(h‎Section 1.01(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 2.5‎Section 2.05. Promptly after (and in any event no later than the second (2nd) third business day after) the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash as and when required in amounts sufficient to make prompt the payment of the aggregate Offer Price payable pursuant to Section 1.1(h‎Section 1.01(h). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited deposited, with the Paying Agent cash as and when required in amounts sufficient to make prompt payment of pay the aggregate Merger Consideration payable pursuant to Section 2.5 ‎Section 2.05 (together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other purposethan 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 if so directed by Parentthe Surviving Corporation; provided that such investments shall be (w) in obligations of or guaranteed by the United States of America America, (x) 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, (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. In no event, however, shall such investments delay the receipt by the former holders of Shares or Company Warrants of the Merger Consideration, as applicable, or otherwise impair such holders’ rights hereunder. 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), Section 2.5 ‎Section 1.01(h) and Section 2.8‎Section 2.05, 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 timestimes during the duration of the Payment Fund, maintained at a level sufficient for the Paying Agent to make such payments promptly as and when required pursuant to Section 1.1(h), Section 2.5 ‎Section 1.01(h) and Section 2.8‎Section 2.05.

Surrender of Certificates; Stock Transfer Books. (a) As soon as reasonably practicable after the date of this Agreement, and in any event prior Prior to the Offer Acceptance Time, Parent shall appoint 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(h1.1(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 second (2nd) business day after) the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash as and when required in amounts sufficient to make prompt 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 as and when required in amounts sufficient to make prompt payment of pay the aggregate Merger Consideration payable pursuant to Section 2.5 (together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other purposethan 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 Parentthe Surviving Corporation; provided that such investments shall be (i) in obligations of or guaranteed by the United States of America America; (ii) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, ; (iii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, ; or (iv) 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. In no event, however, shall such investments delay the receipt by the former holders of Shares or Company Warrants of the Merger Consideration, as applicable, or otherwise impair such holders’ rights hereunder. 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), Section 2.5 and Section 2.8, 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, maintained at a level sufficient for the Paying Agent to make such payments promptly as and when required pursuant to Section 1.1(h), Section 2.5 and Section 2.8.