Common use of Deposit with Paying Agent Clause in Contracts

Deposit with Paying Agent. Delaware Trust Company shall be engaged to act as the paying agent (in such capacity, the “Paying Agent”) for the purpose of exchanging Share Certificates for the Estimated Merger Consideration, in accordance with Section 2.4 and this Article III, and also for the purposes of distributing any additional amounts received by the Paying Agent in accordance with Section 3.10 or otherwise pursuant to this Agreement and the Paying Agent Agreement. Prior to the Effective Time, Purchaser shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the Company Securityholders, by wire transfer of immediately available funds on behalf of all Company Securityholders, an amount equal to: (i) the Estimated Merger Consideration (as set forth in the Pre-Closing Calculation) less (ii) the sum of (A) the Indemnification Escrow Amount, (B) the Adjustment Escrow Amount, (C) the Reserve Amount and (D) the sum of the Closing Option Payment Amounts for all of the Options (such amount required to be deposited with the Paying Agent, together with any additional amounts deposited with the Paying Agent pursuant to Section 3.10 or otherwise pursuant to this Agreement, the “Payment Fund”) to be held by the Paying Agent in accordance with the terms of the Paying Agent Agreement and this Agreement. The Payment Fund shall not be used for any purpose other than the payment of the Estimated Merger Consideration and additional amounts pursuant to Section 3.8 and Section 3.10, and the Payment Fund shall not be subject to any claim of Purchaser, including claims under Section 3.10, Article X or otherwise. The Payment Fund shall be invested by the Paying Agent in a money market account or in such other investment(s) as may be mutually agreed upon by the parties hereto. Any net profit resulting from, or interest or income produced by, such investment shall be payable to the Surviving Corporation. The parties hereto agree to treat such net profit, interest, or income described in the preceding sentence as owned by the Surviving Corporation for U.S. federal income tax purposes (and to file all Tax Returns on a basis consistent with such treatment) to the extent permitted by applicable Law.

Deposit with Paying Agent. Delaware Trust The Company shall be engaged to act as the paying agent (in such capacity, the “Paying Agent”) for the purpose of exchanging Share Certificates, Option Certificates and Warrant Certificates for the Estimated Base Merger Consideration, as applicable, in accordance with Section 2.4 and this Article III, and also for including the purposes of distributing any additional amounts received by the Paying Agent in accordance with Section 3.10 or otherwise pursuant to this Agreement and the Paying Agent AgreementMerger Consideration Disbursement Schedule. Prior to the Effective Time, Purchaser shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the Company SecurityholdersSecurityholders entitled to payment of any of the Base Merger Consideration to which a Company Securityholder thereof is entitled pursuant to the express terms of this Agreement, by wire transfer of immediately available funds on behalf of all Company Securityholders, an amount equal to: (i) to the Estimated Merger Consideration (as set forth in the Pre-Closing Estimated Merger Consideration Calculation) less (ii) the sum of (A) the Indemnification Escrow Amount, Amount and (B) the Adjustment Escrow Amount, (C) the Reserve Amount and (D) the sum of the Closing Option Payment Amounts for all of the Options (such amount required to be deposited with the Paying Agent, together with any additional amounts deposited with the Paying Agent pursuant to Section 3.10 or otherwise pursuant to this Agreement, the “Payment Fund”) to be held by the Paying Agent in accordance with the terms of the Paying Agent Agreement and this Agreement). The Payment Fund shall not be used for any purpose other than the payment of the Estimated Base Merger Consideration and additional amounts pursuant to Section 3.8 and Section 3.10, and the Payment Fund shall not be subject to any claim of Purchaser, including claims under Section 3.10, Article X or otherwise3.9. The Payment Fund shall be invested by the Paying Agent in (i) short-term obligations of the U.S. government, (ii) certificates of deposit issued by a bank or trust company having combined capital and surplus of at least $500,000,000, (iii) short-term money market account instruments or in (iv) such other investment(s) investments as may be mutually agreed upon directed by joint written notice of Purchaser and the parties heretoStockholder Representative. Any net profit resulting from, or interest or income produced by, such investment shall be payable to the Surviving Corporation. The parties hereto agree Any portion of the Payment Fund which remains unclaimed by the Company Securityholders as of the first anniversary of the Effective Time shall be delivered to treat such net profitthe Surviving Corporation, interestand the Company Securityholders shall thereafter look, or income described in the preceding sentence as owned by general creditors thereof, only to the Surviving Corporation for U.S. federal income tax purposes payment of the applicable portion of the Base Merger Consideration with respect to their shares of capital stock of the Company (and excluding, for the avoidance of doubt, the Reserve Amount or any Additional Consideration paid to file all Tax Returns on a basis consistent with such treatment) the Stockholder Representative pursuant to Section 3.9(d), payment in respect of which, to the extent permitted by any Company Securityholder is entitled, such Company Securityholder shall look solely to the Stockholder Representative). Notwithstanding anything to the contrary in this Agreement, neither the Stockholder Representative nor any other Party shall be liable to a former holder of capital stock of the Company for any cash properly delivered to a public official pursuant to applicable Lawescheat or abandoned property Laws.

Deposit with Paying Agent. Delaware Trust Company shall be engaged to act as the paying agent (in such capacity, the “Paying Agent”) for the purpose of exchanging Share Certificates for the Estimated Merger Consideration, in accordance with Section 2.4 and this Article III, and also for the purposes of distributing any additional amounts received by the Paying Agent in accordance with Section 3.10 or otherwise pursuant to this Agreement and the Paying Agent Agreement. Prior to At the Effective Time, Purchaser or Merger Sub shall depositdeliver, or cause to be deposited, with the Paying Agent, for the benefit of the Company Securityholdersdelivered, by wire transfer of immediately available funds on behalf funds, to the Paying Agent, solely for the benefit of all the Company SecurityholdersStockholders (other than the holders of Dissenting Stock), cash in an aggregate amount equal to: to (i) the Estimated Merger Consideration (as set forth in the Pre-Closing Calculation) for Company Stockholders, less (ii) the sum of Adjustment Escrow Amount, less (Aiii) the Indemnification Escrow Amount, and less (Biv) the Expense Fund, to be distributed in accordance with Section ‎2.2(a) and Section ‎2.2(d). The receipt of such amount of cash by the Paying Agent shall be deemed the discharge of the Purchaser’s obligation to pay such amount. (i) At the Effective Time, Purchaser will cause the Paying Agent to pay the Merger Consideration, pursuant to Section ‎2.2 and subject to the terms of this Agreement, to each applicable Company Stockholder, less such holder’s Pro Rata Share in each of the Indemnification Escrow Amount, the Adjustment Escrow AmountFund and the Expense Fund (in each case in accordance with the Distribution Spreadsheet and subject to applicable Tax withholding in accordance with Section ‎2.6 below), other than to those holders of Dissenting Stock not entitled to payment (Cif any), as promptly as practicable and no later than three (3) Business Days following the Reserve Amount and (D) the sum submission of the Closing Option Payment Amounts for all Certificate and a duly executed Letter of the Options (Transmittal by such amount required holder of record to be deposited with the Paying Agent. No interest or dividends will be paid or accrued on the consideration payable upon the surrender or transfer of any Certificate. If the consideration provided for herein is to be delivered in the name of a Person other than the Person in whose name the Certificate was surrendered, together with any additional amounts deposited it shall be a condition of such delivery that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer. Until surrendered in accordance with the Paying Agent provisions of this Section 2.3(c)‎(i), each Certificate (other than those representing Dissenting Stock or Company Stock to be cancelled pursuant to Section 3.10 ‎2.2(c)) shall represent, for all purposes, only the right to receive an amount in cash equal to the portion of the Merger Consideration payable in respect thereof pursuant to Section ‎2.2(a) in respect of the Company Stock formerly evidenced by such Certificate, without any interest or otherwise dividends thereon (other than such holder’s right to receive such holder’s Pro Rata Share of the Indemnification Escrow Amount, Adjustment Escrow Amount and the Expense Fund, if any, pursuant to this Agreement). (ii) At the Effective Time, the “Payment Fund”) to be held by the Paying Agent in accordance with the terms of the Paying Agent Agreement and this Agreement. The Payment Fund Purchaser shall not be used for any purpose other than the payment of the Estimated Merger Consideration and additional amounts pursuant to Section 3.8 and Section 3.10, and the Payment Fund shall not be subject to any claim of Purchaser, including claims under Section 3.10, Article X pay or otherwise. The Payment Fund shall be invested by the Paying Agent in a money market account or in such other investment(s) as may be mutually agreed upon by the parties hereto. Any net profit resulting from, or interest or income produced by, such investment shall be payable to the Surviving Corporation. The parties hereto agree to treat such net profit, interest, or income described in the preceding sentence as owned by cause the Surviving Corporation to pay, the Transaction Expenses and the Indebtedness for U.S. federal income tax purposes borrowed money (and to file all Tax Returns on a basis consistent with such treatment) to the extent permitted not repaid by applicable Lawthe Company prior to Closing), to each Person set forth in the Distribution Spreadsheet, in the amount set forth in such Person’s payoff letter, in full satisfaction of the amounts due and owing from the Company and its Subsidiaries to all such Persons.