Deposit of Sample Clauses

Deposit of. Closing Merger Consideration. At or prior to the Closing, Parent and the Company shall deposit, or shall cause to be deposited, with the Exchange Agent for the benefit of the holders of shares of Company Common Stock (including each share of Company Common Stock issued upon actual exercise (whether for cash or on a net exercise basis pursuant to the last sentence of Section 3.9(e)) of Company Options or Company Warrants) issued and outstanding immediately prior to the Effective Time, for exchange in accordance with this Article III, (a) in the case of Parent, (i) evidence of Parent Common Stock (that have been registered pursuant to the Form S-4) in book-entry form issuable pursuant to Section 3.1(a) and Section 3.2 equal to the aggregate Stock Consideration, and (ii) immediately available funds equal to the sum of the aggregate Cash Consideration (together with, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 3.13) and the Final Additional Cash Amount, and (b) in the case of the Company, the Exercise Price Amount and any Excess Cash Amount remaining after the payment contemplated by Section 3.14 (the amounts set forth in clauses (a) and (b), collectively, the “Exchange Fund”) (it being understood and agreed that Parent shall not be required to deposit with the Exchange Agent or the Rights Agent, and the Exchange Fund shall not include, any funds payable in respect of or otherwise related to any Contingent Value Rights unless and until such deposit with the Rights Agent is required pursuant to the terms of the CVR Agreement) and Parent shall instruct the Exchange Agent to timely pay the cash portion of the Exchange Fund, and cash in lieu of fractional shares, in accordance with this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as directed by Parent or the Surviving Entity in money market mutual or similar funds having assets in excess of $10 billion; provided, that no such investments or losses thereon shall affect the ClosingAggregate Merger Consideration payable to holders of Certificates or Book-Entry Shares entitled to receive such consideration (or the determination of the Maximum Cash Amount). Interest and other income on the Exchange Fund shall be the sole and exclusive property of Parent and the Surviving Entity and shall be paid to Parent or the Surviving Entity, as Parent directs. No investment of the Exchange Fund shall relieve Parent, the Surviving En...
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