Common use of Distribution of Per Share Merger Consideration Clause in Contracts

Distribution of Per Share Merger Consideration. (a) Agent Prior to the Effective Time, Miami will designate a U.S. bank or trust company reasonably acceptable to Houston to act as agent of Miami for the purposes of distributing the Merger Consideration (the “Agent”). At or substantially concurrently with the Effective Time, Miami shall (i) allot and issue, or cause to be allotted and issued, to the Depositary Bank, or any successor depositary thereto, or a nominee for the Depositary Bank or successor depositary thereto, a number of shares of Miami Common Stock equal to the aggregate number of ADSs to be issued as Merger Consideration and (ii) deposit or cause to be deposited with the Agent, for the benefit of the holders of shares of Seattle Common Stock, for exchange in accordance with this Section 3, through the Agent, the receipts (or uncertificated book-entries, as applicable) representing such aggregate number of ADSs, and the Depositary Bank shall be authorized to issue the ADSs representing such shares of Miami Common Stock in accordance with this Agreement (such ADSs, whether evidenced by receipts or book-entries, together with any dividends or distributions and other amounts payable in accordance with Section 3.2(c) and any cash payable in lieu of any fractional ADSs in accordance with Section 3.3, in each case to be held by the Agent in trust for the benefit of the holders of the Seattle Common Stock, being hereinafter referred to as the “Distribution Fund”). Any cash in the Distribution Fund shall be invested by the Agent as directed by Miami; provided that (A) no such investment or loss thereon will affect the amounts payable pursuant to this Agreement, and (B) in the event that the Distribution Fund is for any reason insufficient to make the payments contemplated by this Agreement, Miami will, or will cause the Surviving Corporation to, promptly deposit additional funds with the Agent in an amount equal to such deficiency. Except as contemplated by Section 3.2(e), the Distribution Fund shall not be used for any purpose other than as specified in this Agreement. No later than ten (10) Business Days prior to the Closing, Miami shall enter into an agreement with the Agent, in form and substance reasonably satisfactory to Houston, to effect the applicable terms of this Agreement (the “Agent Agreement”).