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

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) cash in an amount equal to the cash payable pursuant to Section 2.5(a)(iii), (ii) certificates representing any shares of Parent Common Stock issuable pursuant to Section 2.5(a)(iii) and (iii) cash sufficient to make any payments in lieu of fractional shares of Parent Common Stock that would have been payable with respect to Company Common Stock but for Section 2.5(d), in each case excluding amounts applicable to shares of Company Common Stock with respect to which the holder thereof has perfected appraisal rights under Section 262 of the DGCL. The cash amounts and any shares of Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” The cash in the Exchange Fund shall be invested by the Exchange Agent as directed by Parent in money market funds or similar short-term liquid investments.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company to act as exchange agent in the Merger (the “"Exchange Agent”"). Promptly As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) if applicable, cash in an amount equal to the cash payable pursuant to Section 2.5(a)(iii)) as the Cash Component of the Per Share Consideration, (ii) certificates representing any shares of Parent Common Stock issuable pursuant to Section 2.5(a)(iii) or Section 2.5(a)(iv) and (iii) cash sufficient to make any payments in lieu of fractional shares of Parent Common Stock that would have been payable in accordance with respect to Company Common Stock but for Section 2.5(d2.5(c), in each case excluding amounts applicable to shares assuming no holder of Company Common Stock with respect to which the holder thereof has perfected appraisal perfects dissenters’ rights under Section 262 Chapter 13 of the DGCLCGCL. The cash amounts and any shares of Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” The cash in the Exchange Fund shall be invested by the Exchange Agent as directed by Parent in money market funds or similar short-term liquid investments.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Effective Time, Parent shall designate a bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). Promptly As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) if applicable, cash in an amount equal to the cash payable pursuant to Section 2.5(a)(iii)) as the Cash Component of the Per Share Consideration, (ii) certificates representing any shares of Parent Common Stock issuable pursuant to Section 2.5(a)(iii) or Section 2.5(a)(iv) and (iii) cash sufficient to make any payments in lieu of fractional shares of Parent Common Stock that would have been payable in accordance with respect to Company Common Stock but for Section 2.5(d2.5(c), in each case excluding amounts applicable to shares assuming no holder of Company Common Stock with respect to which the holder thereof has perfected appraisal perfects dissenters’ rights under Section 262 Chapter 13 of the DGCLCGCL. The cash amounts and any shares of Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” The cash in the Exchange Fund shall be invested by the Exchange Agent as directed by Parent in money market funds or similar short-term liquid investments.