Surviving Corporation to Provide Funds. Parent shall take all -------------------------------------- steps necessary to enable and cause the Surviving Corporation to provide the Paying Agent with cash in amounts necessary to pay for all of the shares of Common Stock pursuant to Section 2.5 (determined as though there are no Dissenting Shares (as hereinafter defined)), when and as such amounts are needed by the Paying Agent.
Surviving Corporation to Provide Funds. At or before the Closing, Parent or Sub shall deposit (or cause to be deposited) with the Paying Agent cash in an aggregate amount sufficient to pay the aggregate Merger Consideration for all shares of Common Stock and the aggregate Preferred Share Merger Consideration for all shares of Series A Convertible Preferred Stock (such amounts, the “Exchange Fund”). The Paying Agent shall cause the Exchange Fund to be (i) held for the benefit of the holders of shares of Common Stock and Series A Convertible Preferred Stock and (ii) promptly applied to making the payments provided for in Section 2.1. The Exchange Fund shall not be used for any purpose that is not provided for herein. The Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, in direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of all principal and interest, commercial paper obligations receiving the highest rating from either Xxxxx’x Investors Service, Inc. or Standard & Poor’s or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank which are then publicly available), or a combination thereof, provided that, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investments shall be kept in the Exchange Fund until such time as Parent directs that such interest and other income be delivered to Parent. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. Any portion of the Exchange Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of such funds) that remains undistributed to the holders of shares of Common Stock six months after the Effective Time of the Merger shall be delivered to Parent at such time. Thereafter, holders of shares of Common Stock and Series A Convertible Preferred Stock shall ...
Surviving Corporation to Provide Funds. Parent shall take all -------------------------------------- steps necessary to enable and cause the Surviving Corporation to deposit in trust with the Paying Agent prior to the Effective Time cash in an amount necessary to pay the Merger Consideration for all of the shares of Common Stock pursuant to Section 2.6. Such amount shall hereinafter be referred to as the "Exchange Fund." If the amount of cash in the Exchange Fund is insufficient to pay all of the amounts required to be paid pursuant to Section 2.6 Parent from time to time after the Effective Time shall take all steps necessary to enable and cause the Surviving Corporation to deposit in trust additional cash with the Paying Agent sufficient to make all such payments.
Surviving Corporation to Provide Funds. Investor shall take all steps necessary to enable and cause the Surviving Corporation to provide the Paying Agent with cash in amounts necessary to pay for all of the Shares pursuant to Section 3.1 (determined as though there are no Dissenting Company Shares), when and as such amounts are needed by the Paying Agent (such amounts, the "Exchange Fund"). The Paying Agent shall invest any cash included in the Exchange Fund, as directed by the Investor, on a daily basis. Any interest and other income resulting from such investments shall be paid to the Investor. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Investor shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. Any portion of the Exchange Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of such funds) that remains undistributed to the holders of Shares 180 days after the Effective Time of the Merger shall be delivered to the Surviving Corporation at such time. After six months following the Effective Time, holders of Shares shall look only to the Surviving Corporation (subject to the terms of this Agreement) as a general creditor for payment of the Merger Consideration, without interest, upon the surrender of any Certificates held by them.
Surviving Corporation to Provide Funds. Parent shall take all steps necessary to enable and cause the Surviving Corporation to deposit in trust with the Paying Agent prior to the Effective Time cash in an amount necessary to pay for all of the shares of Common Stock pursuant to Section 2.5 (determined as though there are no Dissenting Company Common Shares) and, in connection with the Company Stock Options, pursuant to Section 7.4. Such amount shall hereinafter be referred to as the "Exchange Fund." If the amount of cash in the Exchange Fund is insufficient to pay all of the amounts required to be paid pursuant to Sections 2.5, 2.7 or 7.4, Parent from time to time after the Effective Time shall take all steps necessary to enable and cause the Surviving Corporation to deposit in trust additional cash with the Paying Agent sufficient to make all such payments.
Surviving Corporation to Provide Funds. The Surviving Corporation will provide to the Paying Agent on a timely basis, as and when needed after the Effective Time of the Merger, funds necessary to pay for the shares of Common Stock pursuant to Section 3.01, it being understood that any and all interest earned on funds made available to the Paying Agent in accordance with this Agreement shall be turned over to Parent.
Surviving Corporation to Provide Funds. At the Effective Time, TDS shall take all steps necessary to enable and cause the Surviving Corporation to provide to the Paying Agent funds necessary to pay for the Common Shares pursuant to SECTION 3.1(a). The funds held by the Paying Agent pursuant to this SECTION 3.2 shall not be used for any purpose other than payment of the Merger Consideration.
