Common use of Paying Agent; Payment Fund Clause in Contracts

Paying Agent; Payment Fund. Prior to the Effective Time, the Company will designate a bank or trust company (which bank or trust company will be reasonably acceptable to the Parent) to act as agent (the “Paying Agent”) to receive the funds to which stockholders of the Company will become entitled pursuant to Section 2.1(a), and the Parent will enter into a paying agent agreement with the Paying Agent, in form and substance reasonably acceptable to the Company and the Parent, for the payment of the Merger Consideration. At the Effective Time, the Parent shall deposit, or cause to be deposited, with the Paying Agent for the benefit of the stockholders of the Company an amount of cash equal to the product of (i) the number of shares of Common Stock outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares) and (ii) the Merger Consideration (the “Payment Fund”). The Payment Fund shall not be used for any purpose except as set forth herein. The Payment Fund will be invested by the Paying Agent as directed by the Parent; provided, however, that such investments must be (x) in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, (y) in commercial paper obligations rated A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or (z) 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, each of which has capital, surplus and undivided profits aggregating more than $1.0 billion (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). No such investment or losses thereon will affect the Merger Consideration payable under this Agreement, and the Parent will promptly provide, or will cause the Surviving Corporation promptly to provide, additional funds to the Paying Agent for the benefit of the former stockholders of the Company in the amount of any such losses.

Paying Agent; Payment Fund. Prior to the Effective Time, the Company will Parent shall designate a bank or trust company (which bank or trust company will shall be reasonably acceptable to the ParentCompany) to act as agent (the “Paying Agent”) to receive the funds to which stockholders of the Company Stockholders will become entitled pursuant to Section 2.1(a), and the Parent will enter into a paying agent agreement with the Paying Agent, in form and substance reasonably acceptable to the Company and the ParentCompany, for the payment of the Merger Consideration. At or prior to the Effective Time, the Parent shall deposit, or cause to be deposited, with the Paying Agent in trust for the benefit of the stockholders of the Company Stockholders an amount of cash equal to the product of (i) the number of shares of Common Stock outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares) and (ii) the Merger Consideration (the “Payment Fund”). The Payment Fund shall not be used for any purpose except as set forth herein. The Payment Fund will shall be invested by the Paying Agent as reasonably directed by the Parent; provided, however, that such investments must be (x) in short-term obligations of of, or guaranteed by in full by, the United States of America or of any agency thereof and that is backed by the full faith and credit of the United States of America, (y) in commercial paper obligations rated A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or (z) in deposit accounts, short-term negotiable certificates of deposit or short-term negotiable banker’s acceptances of, repurchase of one or reverse repurchase agreements with, or Eurodollar time deposits purchased from, more commercial banks, each of which has capital, surplus and undivided profits aggregating more than $1.0 10.0 billion (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). Any interest and other income resulting from such investments shall not become part of the Payment Fund and shall be payable out of the Payment Fund to the Parent or the Surviving Corporation on demand. No such investment or losses thereon on the Payment Fund will affect the Merger Consideration payable under this Agreement, and the Parent will shall promptly provide, or will shall cause the Surviving Corporation promptly to provide, additional funds to the Paying Agent for the benefit of the former stockholders of the Company Stockholders (i) in the net amount of any such losseslosses or (ii) to the extent additional funds are necessary to make payments to Stockholders under Section 262 (or in connection with any settlements of demands thereunder).