Common use of Account Arrangements Clause in Contracts

Account Arrangements. (a) The Principal Stockholder hereby instructs US Holdco, on the Principal Stockholder's behalf, to deposit in the Account $180,000,0000 of the Merger Consideration to which it is entitled under the Merger Agreement on the date on which such $180,000,000 would otherwise have been paid to the Principal Stockholder. The Principal Stockholder hereby agrees that it shall on delivery of the Certificates representing Company Common Stock to the Exchange Agent direct the Exchange Agent to so deposit such $180,000,000 of the Merger Consideration into the Account. (b) The parties agree to treat the Principal Stockholder as the beneficial owner of the Account, including any income derived from the Account, for income tax purposes. Any withdrawal by US Holdco from the Account or any payment made by the Principal Stockholder to US Holdco under the terms of this Agreement shall be treated as a decrease in the Merger Consideration paid by US Holdco to the Principal Stockholder and as not taxable to US Holdco or HSBC. Any payment into the Account (other than the payment contemplated by Section 3(a)) or to the Principal Stockholder by US Holdco under the terms of this Agreement shall be treated as an increase in the Merger Consideration paid by US Holdco to the Principal Stockholder. (c) The Account shall bear interest for each six month period at the London InterBank Offered Rate as quoted by HSBC at the beginning of each six month period for accounts of a similar size. Such interest shall be credited to the Account at the end of each six month period and shall be paid promptly thereafter to the Principal Stockholder or its designee.