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. 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 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; provided, further, that no gain or loss thereon shall affect the amounts payable hereunder and Parent shall take all actions necessary to ensure that the Payment Fund includes at all times cash sufficient to satisfy Parent’s and Purchaser’s obligations under 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 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(a)(iii). Prior The Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the 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 with 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 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 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, (i) no such instrument shall investment will relieve Parent, Purchaser, or the Paying Agent from making the payments required by this Article 3 and (ii) no such investment will have a maturity exceeding three (3) months; provided, further, maturities that no gain could prevent or loss thereon shall affect the amounts payable hereunder and Parent shall take all actions necessary delay payments to ensure that the Payment Fund includes at all times cash sufficient be made pursuant to satisfy Parent’s and Purchaser’s obligations under 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 Closing Amount to which such 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 Shares, holders of the Company Stock Awards and holders of the Company Warrants to receive the aggregate Merger Consideration funds to which such holders of such Shares shall become entitled pursuant to Section 2.52.5 and Section 2.8; provided that the Paying Agent shall not act as agent with respect to the Option Consideration or RSU Consideration that will be paid through the Surviving Corporation’s or the applicable Subsidiary’s payroll pursuant to Section 2.8(f) or any amount payable with respect to the CVRs. Prior The agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following 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 Closing Amount 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, Option Consideration described in Section 2.8(a)(i) and RSU Consideration described in Section 2.8(d)(i) payable and amounts payable to holders of the Company Warrants pursuant to Section 2.5 and Section 2.8 (together other than the Option Consideration and RSU Consideration payable through payroll in accordance with Section 2.8(f) or any amount payable with respect to the CVRs) (the total cash deposited with the amount deposited pursuant the immediately preceding sentencePaying Agent, 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 purpose; provided that any interest or income produced by investments with respect to pay the aggregate Offer Price in Payment Fund shall be the Offer and the aggregate Merger Consideration in the Mergerproperty of Parent. The Payment Fund shall may be invested by the Paying Agent as directed by the Surviving Corporation; provided that such investments shall be (w1) in obligations of of, or guaranteed by by, the United States of America, (x2) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y3) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z4) 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 foregoing, and, in any such case, no such instrument shall investment will (i) relieve Parent, Purchaser, or the Paying Agent from making the payment required by this Section 2 or (ii) have a maturity exceeding three (3) months; provided, further, maturities that no gain could prevent or loss thereon shall affect the amounts payable hereunder and Parent shall take all actions necessary delay payments to ensure that the Payment Fund includes at all times cash sufficient be made pursuant to satisfy Parent’s and Purchaser’s obligations under 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 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(a)(iii). Prior The Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the 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 with 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 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 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, (i) no such instrument shall investment will relieve Parent, Purchaser, or the Paying Agent from making the payments required by this Article 3 and (ii) no such investment will have a maturity exceeding three (3) months; provided, further, maturities that no gain could prevent or loss thereon shall affect the amounts payable hereunder and Parent shall take all actions necessary delay payments to ensure that the Payment Fund includes at all times cash sufficient be made pursuant to satisfy Parent’s and Purchaser’s obligations under 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 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 shares shall become entitled pursuant to Section 2.5. Prior The Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall, in each case, be in form and substance reasonably acceptable to the Company. At or promptly following the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent Paying 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 Amount 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 purpose. Parent shall be responsible for all expenses of the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the MergerPaying Agent. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation; provided 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 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 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; provided, further, that no gain such investment or loss losses thereon shall affect amounts payable to the holders of Company Common Stock pursuant to this Agreement (including in the Offer or the Merger). To the extent there are losses or the Payment Fund for any reason (including Dissenting Shares losing their status as such) is less than the level required to pay the aggregate consideration payable pursuant to the Offer or the aggregate Merger Consideration payable pursuant to this Agreement, Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds, in cash, to the Payment Fund for the benefit of such holders of Company Common Stock in the amount of any such losses or other amounts necessary to satisfy the obligations of Parent and the Surviving Corporation to make prompt payments of the amounts payable hereunder and Parent shall take all actions necessary pursuant to ensure that this Agreement (including in the Payment Fund includes at all times cash sufficient to satisfy Parent’s and Purchaser’s obligations under this AgreementOffer or the Merger).