Common use of Exchange and Payment Clause in Contracts

Exchange and Payment. (a) Prior to the Closing, Parent, Merger Sub and Merger Partnership shall enter into an agreement (in a form reasonably acceptable to the Company and the Partnership) with Equiniti Trust Company to act as agent for the equityholders of the Company and the Partnership in connection with the Mergers (the “Paying Agent”) to receive the applicable Merger Consideration to which holders of Company Shares or Partnership Units shall become entitled pursuant to this Article II. At or prior to the Closing, Parent shall deposit (or cause to be deposited) with the Paying Agent cash in an amount sufficient to make all payments pursuant to this Article II (such cash being hereinafter referred to as the “Payment Fund”). The Paying Agent shall make payments of the Company Merger Consideration and the Partnership Merger Consideration out of the Payment Fund in accordance with this Agreement. The Payment Fund shall not be used for any purpose other than to fund payments due pursuant to this Article II, except as provided in this Agreement. The Surviving Company shall pay all charges and expenses, including those of the Paying Agent, incurred by it in connection with the exchange of Company Shares and Partnership Units for the applicable Merger Consideration.

Exchange and Payment. (a) Prior to the ClosingEffective Time, Parent, Merger Sub and Merger Partnership Parent shall enter into an agreement with a paying agent selected by Parent with the Company’s prior approval (in a form reasonably acceptable such approval not to the Company and the Partnershipbe unreasonably withheld or delayed) with Equiniti Trust Company to act as agent for the equityholders stockholders of the Company and the Partnership in connection with the Mergers Merger (the “Paying Agent”) to receive distribute the applicable Merger Consideration to which holders stockholders of the Company Shares or Partnership Units shall become entitled pursuant to this Article II. At or prior to the ClosingEffective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent cash in an amount sufficient to make all payments pursuant to this Article II (such cash being hereinafter referred to as the “Payment Fund”). The Paying Agent shall make payments , less any Merger Consideration paid directly to any record holder of Shares pursuant to any agreement between such holder, Parent and the Company Merger Consideration providing for such payment and the Partnership Merger Consideration out surrender of the Payment Fund in accordance with this Agreementsuch holder’s Shares. The Payment Fund shall not be used for any purpose other than to fund payments of the Merger Consideration due pursuant to this Article II, except as expressly provided in this Agreement. The Surviving Company Corporation shall pay all charges and expenses, including those of the Paying Agent, incurred by it in connection with the exchange of Company Shares and Partnership Units for the applicable Merger Considerationthis Agreement.

Exchange and Payment. (a) Prior to the ClosingEffective Time, Parent, Merger Sub and Merger Partnership Parent shall enter into an agreement (in a form reasonably acceptable to the Company and the PartnershipCompany) with Equiniti Trust Company a paying agent selected by Parent (that is reasonably satisfactory to the Company) to act as agent for the equityholders stockholders of the Company and the Partnership in connection with the Mergers Merger (the “Paying Agent”) to receive the applicable aggregate amount of Per Share Merger Consideration to which holders the stockholders of the Company Shares or Partnership Units shall become entitled pursuant to this Article IISection 2.1. At or prior to the ClosingEffective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent cash in an amount sufficient to make all payments pursuant to this Article II Section 2.1 (such cash being hereinafter referred to as the “Payment Fund”). The Paying Agent shall make payments of the Company Merger Consideration and the Partnership Merger Consideration out of the Payment Fund in accordance with this Agreement. The Payment Fund shall not be used for any purpose other than to fund payments due pursuant to this Article II, except as provided in this Agreement. The Surviving Company Corporation shall pay all charges and expenses, including those of the Paying Agent, incurred by it in connection with the exchange of Company Shares and Partnership Units for the applicable Per Share Merger ConsiderationConsideration and other amounts contemplated by this Article II.