Common use of Paying Agent; Exchange Fund Clause in Contracts

Paying Agent; Exchange Fund. Prior to the Effective Time, for the benefit of the Company Stockholders, Buyer shall designate, or shall cause to be designated (pursuant to an agreement in form and substance reasonably acceptable to the Company), a bank or trust company that is reasonably satisfactory to the Company to act as agent for the payment of the Merger Consideration in respect of Certificates upon surrender of such Certificates in accordance with this Article 3 from time to time after the Effective Time (the “Paying Agent”). Promptly after the Effective Time, but in no event later than the next Business Day after the Closing Date, Buyer shall deposit, or cause Merger Sub to deposit, with the Paying Agent cash in an amount sufficient for the payment of the aggregate Merger Consideration pursuant to Section 3.1(b) (assuming no Appraisal Shares) upon surrender of such Certificates (such cash, the “Exchange Fund”). The Paying Agent shall invest any cash included in the Exchange Fund, as directed by Buyer, on a daily basis. Any interest and other income resulting from such investment shall be the property of, and shall be paid to, Buyer. Any portion of the Exchange Fund (including any interest and other income resulting from investments of the Exchange Fund) that remains undistributed to the Company Stockholders one year after the date of the mailing required by Section 3.2(b) shall be delivered to Buyer, upon demand by Buyer, and holders of Certificates that have not theretofore complied with this Section 3.2 shall thereafter look only to Buyer for payment of any claim to the Merger Consideration. If any Certificates shall not have been surrendered prior to such date on which any Merger Consideration would otherwise escheat to or become the property of any Authority, any such Merger Consideration, dividends or distributions in respect of such Certificate shall, to the extent permitted by Applicable Laws, become the property of Buyer, free and clear of all claims or interest of any person previously entitled thereto.

Paying Agent; Exchange Fund. Prior to the Effective Time, for the benefit of the Company Kroll Stockholders, Buyer MMC shall designate, or shall cause to be designated (pursuant to an agreement in form and substance reasonably acceptable to the CompanyKroll), a bank or trust company that is reasonably satisfactory to the Company Kroll to act as agent for the payment of the Merger Consideration in respect of Certificates upon surrender of such Certificates in accordance with this Article 3 II from time to time after the Effective Time (the “"Paying Agent”"). Promptly after At the Effective Time, but in no event later than the next Business Day after the Closing Date, Buyer MMC shall deposit, or cause Merger Sub to deposit, with the Paying Agent cash in an amount sufficient for the payment of the aggregate Merger Consideration pursuant to Section 3.1(b2.1(b) (assuming no Appraisal Shares) upon surrender of such Certificates (such cash, the “"Exchange Fund”"). MMC shall be obligated to, from time to time, deposit any additional funds necessary to pay the aggregate Merger Consideration. The Paying Agent shall invest any cash included in the Exchange Fund, as directed by BuyerMMC, on a daily basis. Any interest and other income resulting from such investment shall be the property of, and shall be paid to, Buyer. Any portion of the Exchange Fund (including any interest and other income resulting from investments of the Exchange Fund) that remains undistributed to the Company Kroll Stockholders one year six months after the date of the mailing required by Section 3.2(b2.2(b) shall be delivered to BuyerMMC, upon demand by BuyerMMC, and holders of Certificates that have not theretofore complied with this Section 3.2 2.2 shall thereafter look only to Buyer MMC for payment of any claim to the Merger Consideration. If any Certificates shall not have been surrendered prior to such date on which any Merger Consideration would otherwise escheat to or become seven years after the property of any AuthorityEffective Time, any such Merger Considerationcash, dividends or distributions in respect of such Certificate shall, to the extent permitted by all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Authority (as defined in Section 3.3(d)), in each case, to the extent applicable (collectively, "Applicable Laws"), become the property of BuyerMMC, free and clear of all claims or interest of any person previously entitled thereto.

Paying Agent; Exchange Fund. Prior to the Effective Time, for the benefit of the Company Navigant Stockholders, Buyer CWT shall designate, or shall cause to be designated (pursuant to an agreement in form and substance reasonably acceptable to the CompanyCWT and Navigant), a bank or trust company that is reasonably satisfactory acceptable to the Company CWT and Navigant to act as agent for the payment of the Merger Consideration in respect of Certificates upon surrender of such Certificates in accordance with this Article 3 II from time to time after the Effective Time (the “Paying Agent”). Promptly after At the Effective Time, but in no event later than the next Business Day after the Closing Date, Buyer CWT shall deposit, or cause Merger Sub to deposit, with the Paying Agent cash in an amount sufficient for the payment of the aggregate Merger Consideration pursuant to Section 3.1(b) (assuming no Appraisal Shares2.1(b) upon surrender of such Certificates (such cash, the “Exchange Fund”). The Paying Agent shall invest any cash included in the Exchange Fund, as directed by BuyerCWT, on a daily basis. Any interest and other income resulting from ; provided that such investment investments shall be in obligations of or guaranteed by the property United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and shall be paid to, Buyerundivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the Commission or otherwise). Any portion of the Exchange Fund (including any interest and other income resulting from investments of the Exchange Fund) that remains undistributed to the Company Navigant Stockholders one year six months after the date of the mailing required by Section 3.2(b2.2(b) shall be delivered to BuyerCWT, upon demand by BuyerCWT, and holders of Certificates that have not theretofore complied with this Section 3.2 2.2 shall thereafter look only to Buyer CWT for payment of any claim to the Merger Consideration. If any Certificates shall not have been surrendered prior to such date on which any Merger Consideration would otherwise escheat to or become seven years after the property of any AuthorityEffective Time, any such Merger Considerationcash, dividends or distributions in respect of such Certificate shall, to the extent permitted by Applicable Laws, become the property of BuyerCWT, free and clear of all claims or interest of any person previously entitled thereto.

Paying Agent; Exchange Fund. Prior to the Effective Time, for the benefit of the American Stock Transfer & Trust Company Stockholders, Buyer shall designate, or shall cause to be designated (pursuant to an agreement in form and substance reasonably acceptable to the Company), a bank or trust company that is reasonably satisfactory to the Company PDM USA and NORD) to act as agent for the payment of the Per Share Merger Consideration in respect of Certificates Securities upon surrender of such Certificates Securities in accordance with this Article 3 II from time to time after the Effective Time (the “Paying Agent”). Promptly after At the Effective Time, but in no event later than the next Business Day after the Closing Date, Buyer PDM or PDM USA shall deposit, or cause Merger Sub to deposit, with the Paying Agent cash less the balance of Deposit Fund in an amount sufficient for the payment of the aggregate Per Share Merger Consideration, Option Consideration, Warrant Consideration, Convertible Consideration and Deferred Stock Consideration, as applicable, pursuant to Section 3.1(bSections 2.1(b) (assuming no Appraisal Shares) and 2.3 upon surrender of such Certificates Securities, (such cash, the “Exchange Fund”). Once transferred to the Paying Agent at the Effective Time in accordance with the Deposit Escrow Agreement, the Deposit Fund shall become part of the Exchange Fund. The Paying Agent shall invest any cash included in the Exchange Fund, Fund as directed by Buyer, on a daily basis. Any interest and other income resulting from PDM USA; provided that such investment investments shall be in (i) obligations issued or guaranteed by the property ofUnited States of America or any agency or instrumentality thereof; (ii) obligations (including certificates of deposit and bankers’ acceptances) of domestic commercial banks which at the date of their last public reporting had total assets in excess of Five Hundred Million Dollars (US$500,000,000), (iii) commercial paper rated at least A-1 or P-1 or, if not rated, issued by companies having outstanding debt rated at least AA or Aa and shall be paid to(iv) money market mutual funds invested exclusively in some or all of the securities described in the foregoing clauses (i), Buyer(ii) and (iii). Any Subject to the provisions of the Holdback Escrow Agreement, any portion of the Exchange Fund (including any interest and other income resulting from investments of the Exchange Fund) and the Holdback Amount that remains undistributed to the Company NORD Stockholders one year six months after the date of the mailing required by Section 3.2(b2.2(b) shall be delivered to BuyerPDM USA, upon demand by BuyerPDM USA, and holders of Certificates Securities that have not theretofore complied with this Section 3.2 2.2 shall thereafter look only to Buyer PDM USA for payment of any claim to the Per Share Merger Consideration and the Per Share Net Holdback Consideration. If any Certificates Certificates, NORD Options or NORD Warrants shall not have been surrendered prior to such date on which any Merger Consideration would otherwise escheat to or become seven years after the property of any AuthorityEffective Time, any such Merger Considerationcash, dividends or distributions in respect of such Certificate Certificates, NORD Options and NORD Warrants shall, to the extent permitted by Applicable Laws, become the property of BuyerPDM USA, free and clear of all claims or interest of any person Person previously entitled thereto.

Paying Agent; Exchange Fund. Prior to the Effective Time, for the benefit of the Company Stockholders, Buyer shall designate, or Parent Holdco shall cause Parent to be designated (pursuant to an agreement in form and substance reasonably acceptable to the Company), designate a bank or trust company that is reasonably satisfactory acceptable to the Company to act as agent (the “Paying Agent”) for the payment of the Merger Consideration in respect of Certificates upon surrender of such Certificates in accordance with this Article 3 from time II, and in connection therewith, shall enter into an agreement reasonably acceptable to time after the Effective Time (Company relating to the “Paying Agent”)’s responsibilities with respect to this Agreement. Promptly after On or prior to the Effective Time, but in no event later than the next Business Day after the Closing Date, Buyer Parent Holdco shall deposit, deposit or cause Merger Sub Parent to deposit, deposit with the Paying Agent Agent, in trust for the benefit of the holders of Shares entitled thereto, a cash in an amount sufficient for the payment of to pay the aggregate Merger Consideration pursuant to Section 3.1(b) (assuming no Appraisal Shares) upon surrender of such Certificates (such cash, cash being hereinafter referred to as the “Exchange Fund”). The Exchange Fund shall not be used for any purpose except as set forth herein; provided, that the Paying Agent shall may invest any cash included in the Exchange Fund, Fund as reasonably directed by BuyerParent; provided, on a daily basisthat such investments shall be in short term obligations of, or guaranteed in full by, the United States of America with maturities no more than thirty (30) days and no such investments shall relieve Parent Holdco or Parent from making the payments required by this Article II. Any interest and other income resulting from such investment investments shall be payable to Parent Holdco, Parent or the property of, Surviving Corporation and any amounts in excess of the amounts payable under this Article II shall be paid promptly returned to the Surviving Corporation. To the extent that there are any losses with respect to any such investments such that the Exchange Fund is insufficient to pay the aggregate Merger Consideration, Parent Holdco shall, or shall cause Parent to, Buyerpromptly cause to be replaced or restored an amount in cash to ensure the prompt payment of the aggregate Merger Consideration under this Article II. No investment losses resulting from investment of the funds deposited with the Paying Agent shall diminish the rights of any holder of Shares entitled thereto to receive the Merger Consideration as provided herein. Any portion of the Exchange Fund (including any interest and other income resulting from investments of the Exchange Fund) that remains undistributed made available to the Company Stockholders one year after the date of the mailing required by Section 3.2(b) shall be delivered to Buyer, upon demand by Buyer, and holders of Certificates that have not theretofore complied with this Section 3.2 shall thereafter look only to Buyer for payment of any claim to the Merger Consideration. If any Certificates shall not have been surrendered prior to such date on which any Merger Consideration would otherwise escheat to or become the property of any Authority, any such Merger Consideration, dividends or distributions Paying Agent in respect of such Certificate any Dissenting Shares will be returned to the Surviving Corporation; provided, however, that if any Dissenting Shares lose their status as such, Parent Holdco shall, or shall cause Parent to, promptly deposit with the Paying Agent an aggregate amount of funds sufficient to pay the extent permitted by Applicable Laws, become the property of Buyer, free and clear of all claims or interest of any person previously entitled theretoMerger Consideration with respect to such Shares.

Paying Agent; Exchange Fund. Prior to the Effective Time, for the benefit of the Company Stockholders, Buyer Parent shall designate, or shall cause to be designated (pursuant to enter into an agreement in form with an entity designated by Parent and substance reasonably acceptable to the Company), a bank or trust company that is reasonably satisfactory to the Company to act as agent for the payment holders of Company Common Stock in connection with the Merger Consideration in respect of Certificates upon surrender of such Certificates in accordance with this Article 3 from time to time after the Effective Time (the “Paying Agent”)) and to receive the Merger Consideration. Promptly after the Effective Time, but in no event later than the next Business Day after On the Closing DateDate and prior to the filing of the Articles of Merger, Buyer Parent shall deposit, or cause Merger Sub to deposit, be deposited with the Paying Agent cash in Agent, for the benefit of the holders of Shares issued and outstanding immediately prior to the Effective Time, an amount in cash sufficient for the payment of to pay the aggregate Merger Consideration pursuant to Section 3.1(b) (assuming no Appraisal Shares) upon surrender of such Certificates (such cash, cash being hereinafter referred to as the “Exchange Fund”). The Paying Agent shall invest any cash included shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for Shares pursuant to this Agreement out of the Exchange Fund. Except as contemplated by this Section 3.3(a), the Exchange Fund shall not be used for any other purpose. The Paying Agent shall invest the Exchange Fund as directed by BuyerParent solely in (i) direct short-term obligations of the United States of America, on (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iv) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, (v) in money market funds having a daily basisrating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or (vi) a combination of any of the foregoing, provided that, in any such case, no such instrument shall have a maturity exceeding three months. Any interest and other income resulting from such investment shall be become a part of the property ofExchange Fund, and any amounts in excess of the Merger Consideration contemplated to be issued in exchange for Shares pursuant to this Agreement shall be paid toreturned to Parent in accordance with Section 3.3(d). No such investment or losses thereon shall relieve Parent, Buyerthe Surviving Corporation or the Paying Agent from making the payments required by this ARTICLE III or affect the amount of Merger Consideration payable to holders of Company Common Stock, and to the extent that there are any losses with respect to any such investments, or the Exchange Fund diminishes for any reason below the level required for the Paying Agent to make prompt cash payment under this Section 3.3(a), Parent shall promptly provide additional cash to the Paying Agent to add to the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Paying Agent to make such payments under this Section 3.3(a). The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares for the Merger Consideration. Any portion interest or other income resulting from investment of the Exchange Fund (including any interest and other income resulting from investments shall become part of the Exchange Fund) that remains undistributed to the Company Stockholders one year after the date of the mailing required by Section 3.2(b) shall be delivered to Buyer, upon demand by Buyer, and holders of Certificates that have not theretofore complied with this Section 3.2 shall thereafter look only to Buyer for payment of any claim to the Merger Consideration. If any Certificates shall not have been surrendered prior to such date on which any Merger Consideration would otherwise escheat to or become the property of any Authority, any such Merger Consideration, dividends or distributions in respect of such Certificate shall, to the extent permitted by Applicable Laws, become the property of Buyer, free and clear of all claims or interest of any person previously entitled thereto.