Common use of Paying Agent Clause in Contracts

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company to act as agent for the holders of the Shares in connection with the Merger (the "Paying Agent") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment and delivery of the Merger Consideration. At or prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent, for the benefit of the holders of Company Shares, for payment in accordance with this Article II through the Shares in connection with Paying Agent, cash sufficient to pay the Merger (the "Paying Agent") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c)Consideration. Parent shall, from time to time, make available to All such cash deposited with the Paying Agent funds in amounts and at times necessary for is hereinafter referred to as the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to Parent“Payment Fund.”

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after the Effective Time, cash necessary to pay the Merger Consideration in respect of the shares of Company Common Stock converted into the right to receive cash pursuant to Section 2.08(c) (such cash being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration as provided hereinin Section 2.01(c). All interest earned on At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such funds shall be paid cash being hereinafter referred to Parentas the “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate a reputable bank or trust company to act as paying agent for the holders of the Shares in connection with the Merger (the "Paying Agent") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from From time to timetime prior to, or on the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available to the Paying Agent funds cash in amounts and at the times necessary for the prompt payment of the Merger Consideration upon surrender of Certificates (as provided hereindefined in Section 3.02(b)). All Any and all interest earned on such funds made available to the Paying Agent pursuant to this Agreement shall be paid turned over to Parentthe Parent upon request.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company to act as agent for the holders of the Shares in connection with the Merger (the "Paying Agent") to receive in trust the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, immediately after the Effective Time, cash necessary to pay for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 2.08(c) (such cash being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company to act as paying agent for the holders of the Shares in connection with the Merger (the "Paying Agent") and shall deposit or cause Purchaser to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to deposit with the Paying Agent immediately available funds in amounts and at times necessary an amount sufficient for the payment of the aggregate Merger Consideration upon surrender of Certificates (as provided herein. All interest earned on hereinafter defined) representing shares of Common Stock converted pursuant to Section 3.01(a) (such funds shall be paid being hereinafter referred to Parentas the "Exchange Fund").

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of the Shares in connection with the Merger (the "Paying Agent") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall1.6(a) and shall further deposit, from time or cause to timebe deposited for the benefit of the holders of Shares, make available to for payment through the Paying Agent funds in amounts and at times necessary for accordance with this Section 1.8, cash in an amount equal to the payment product of the Merger Consideration as provided hereinand the number of Shares issued and outstanding immediately prior to the Effective Time. All interest earned on such Such funds shall be paid to invested by the Paying Agent as directed by Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company to act as agent for the holders payment of the Shares in connection with Merger Consideration upon surrender of the Merger Certificates (the "Paying Agent") ). Promptly after the Effective Time, Parent shall deposit, or cause to receive be deposited, with the funds Paying Agent cash sufficient to which holders of pay the Shares shall become entitled aggregate Merger Consideration payable pursuant to Section 2.1(c)) upon surrender of outstanding shares of Company Common Stock. Parent shall, from time to time, make available Such funds provided to the Paying Agent funds in amounts and at times necessary for are referred to herein as the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to Parent"Payment Fund".

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, substantially simultaneously with the Effective Time, cash necessary to pay for the shares of Company Common Stock converted into the right to receive Merger Consideration pursuant to Section 1.07(c) (such cash being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe “Payment Fund”).

Paying Agent. Prior At or prior to the Effective Time, Parent shall designate designate, and enter into an agreement with, a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c”). Parent shall, from time to time, make available to shall deposit with the Paying Agent funds in amounts and at times necessary as of the Effective Time, for the benefit of the holders of shares of Company Common Stock, cash sufficient to effect the payment of the Merger Consideration as provided herein. All interest earned on to which such funds shall be paid holders are entitled pursuant to ParentSection 1.8(a) and this Article 2.

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after the Effective Time, cash necessary to pay the Merger Consideration in respect of the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively (such cash being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "Paying Agent") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration upon surrender of Certificates. Parent shall directly provide to the Paying Agent immediately following the Effective Time all the cash necessary to pay for the shares of Company Common Stock that were converted into the right to receive Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe "Exchange Fund").

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration Consideration. Immediately prior to the Effective Time, Parent shall deposit with the Paying Agent cash necessary to pay for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 2.01(c) (such cash being hereinafter referred to as provided hereinthe “Exchange Fund”). All interest earned on such funds The Exchange Fund shall not be paid to Parentused for any other purpose.

Paying Agent. Prior to the Effective Time, Parent shall designate appoint a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration. On or prior to the Effective Time and from time to time thereafter, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Paying Agent, for the benefit of the holders of Certificates, cash in an amount sufficient to pay the aggregate Merger Consideration as provided herein. All interest earned on such funds shall required to be paid pursuant to ParentSection 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”).

Paying Agent. Prior At or prior to the Effective Time, Parent shall designate a designate, and enter into an agreement with, such bank or trust company reasonably acceptable to Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent") ”), which agreement shall provide that, before the Effective Time, Parent shall deposit or cause to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to be deposited with the Paying Agent funds in amounts and at times necessary trust for the benefit of the holders of Company Common Stock cash in an amount sufficient to effect payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to Parentwhich holders of Company Common Stock are entitled pursuant to Section 1.8 and this Article 2.

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall take all steps necessary to enable and shall cause the Surviving Corporation to provide to the Paying Agent on a timely basis, as provided herein. All interest earned on and when needed after the Effective Time, cash necessary to pay for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 2.07(d) (such funds shall be paid cash being hereinafter referred to Parentas the “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably satisfactory to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration upon surrender of Certificates. Parent will enter into a paying agent agreement in form and substance reasonably acceptable to the Company. Parent shall provide, or cause to be provided to the Paying Agent at the Effective Time, cash necessary to pay for the shares of Company Common Stock converted into the right to receive Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall, at its sole cost and expense, appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment and delivery of the Merger Consideration pursuant to this Article II. Prior to the Effective Time, Parent shall designate a bank deposit, or trust company cause to act as agent for the holders of the Shares in connection be deposited, with the Merger (the "Paying Agent") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds for payment in amounts and at times necessary for accordance with this Article II through the payment of Paying Agent, cash sufficient to pay the Merger Consideration as provided hereinConsideration. All interest earned on such funds shall be paid cash deposited with the Paying Agent is hereinafter referred to Parentas the “Payment Fund.”

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of the Shares in connection with the Merger (the "Paying Agent") Company Common Stock to receive the funds portion of the Merger Consideration to which holders of the Shares Company Common Stock shall become entitled pursuant to Section 2.1(c1.6(a). Parent shall, from time to time, make available to Such funds shall be invested by the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to directed by Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate will appoint a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "Paying Agent") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration as provided hereinConsideration. All interest earned on such funds shall At or prior to the Effective Time, Parent will have deposited, or caused to be paid to Parentdeposited, with the Paying Agent, for the benefit of the Public Stockholders, the aggregate amount of cash payable under Section 2.5(b) (the "Exchange Fund").

Paying Agent. Prior to the Effective Time, Parent shall designate appoint a commercial bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger hereunder (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration and the Preferred Share Merger Consideration to be received by each holder of shares of Common Stock and Series A Convertible Preferred Stock, as provided hereinthe case may be. All interest earned on such funds shall be paid Parent will enter into a paying agent agreement in form and substance reasonably acceptable to Parentthe Company prior to the Effective Time.

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to Company to act as the paying and exchange agent for the holders of the Shares in connection with the Merger (the "Paying AgentPAYING AGENT") in the Merger to receive the funds and shares of Parent Common Stock, if any, to which holders of the such Company Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to Parent1.4.

Paying Agent. Prior to the Effective Time, Parent shall designate appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the holders payment and delivery of the Shares Merger Consideration pursuant to this Article II. Prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent for payment in accordance with this Article II through the Paying Agent, cash sufficient to pay the Merger Consideration. All such cash deposited with the Paying Agent is hereinafter referred to as the “Payment Fund.” Parent shall pay all charges and expenses, including those of the Paying Agent, in connection with the Merger (the "Paying Agent") to receive the funds to which holders exchange of the Common Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to ParentConsideration.

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, immediately after the Effective Time, cash necessary to pay the Merger Consideration in respect of the shares of Company Common Stock converted into the right to receive cash pursuant to Section 2.08(c) (such cash being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration as provided hereinin Section 2.01(c). All interest earned on such funds On or prior to the Effective Time, Parent shall make available to the Paying Agent the Merger Consideration to be paid in respect of the shares of Company Common Stock converted into the right to Parentreceive the Merger Consideration pursuant to Section 2.01(c) (such cash being hereinafter referred to as the “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate appoint a bank paying agent reasonably acceptable to the Company (the “Paying Agent”) for the purpose of exchanging shares of Company Common Stock for the Merger Consideration in accordance with Section 2.01(a)(ii). At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent, in trust company to act as agent for the benefit of the holders of the Shares Company Common Stock contemplated by Section 2.01(a)(ii), cash in connection with the Merger (the "Paying Agent") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available an amount equal to the Paying Agent funds in amounts and at times necessary for the payment aggregate amount of the Merger Consideration as provided herein. All interest earned on such funds shall be paid pursuant to ParentSection 2.01(a)(ii) (the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or bank, trust company or other entity reasonably satisfactory to the Company to act as paying agent for (the holders “Paying Agent”) in effecting the exchange of the Shares in connection Merger Consideration upon surrender of Certificates. Promptly after the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in an amount sufficient to pay the aggregate Merger (the "Paying Agent") to receive the funds to which holders of the Shares shall become entitled Consideration payable pursuant to Section 2.1(c)2.1(a) upon surrender of outstanding Certificates. Parent shall, from time to time, make available Such funds provided to the Paying Agent funds in amounts and at times necessary for are referred to herein as the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to Parent“Payment Fund”.

Paying Agent. Prior to the Effective Time, Parent shall designate appoint a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration. At the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Paying Agent, for the benefit of the holders of Certificates, cash in an amount sufficient to pay the aggregate Merger Consideration as provided herein. All interest earned on such funds shall required to be paid pursuant to ParentSection 2.1(c) of this Agreement (such cash being hereinafter referred to as the “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate shall, at its sole cost and expense, appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment and delivery of the Merger Consideration. Immediately prior to the Effective Time, Parent shall deposit with the Paying Agent, for the benefit of the holders of Certificates, for payment in accordance with this Article II through the Shares in connection with Paying Agent, cash sufficient to pay the Merger (the "Paying Agent") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c)Consideration. Parent shall, from time to time, make available to All such cash deposited with the Paying Agent funds in amounts and at times necessary for is hereinafter referred to as the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to Parent“Payment Fund.”

Paying Agent. Prior to the Effective Time, Parent shall designate appoint a bank or trust company that is reasonably satisfactory to the Company to act as paying agent (the “Paying Agent”) for all payments required to be made pursuant to Sections 2.01(a) and 2.02 (collectively, the “Merger Consideration”). At the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Paying Agent, for the benefit of the holders of the Shares and Company Options, cash in connection with the Merger (the "Paying Agent") an amount sufficient to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of pay the Merger Consideration (such cash being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate appoint, at its sole cost and expense, a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment and delivery of the Merger Consideration as provided hereinpursuant to this Article II. Immediately prior to the Effective Time, Parent shall deposit with the Paying Agent for payment in accordance with this Article II through the Paying Agent, cash sufficient to pay the Merger Consideration. All interest earned on such funds shall be paid cash deposited with the Paying Agent is hereinafter referred to Parentas the “Payment Fund.”

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration upon surrender of the Certificates or Book-Entry Shares. On or prior to the Closing Date, Parent shall have deposited with the Paying Agent cash sufficient to pay for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 2.01(c) (such cash being so deposited hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration as provided hereinin Section 2.01(c). All interest earned Parent shall take all steps necessary to enable and shall cause the Surviving Corporation to provide to the Paying Agent, on a timely basis, at or immediately after the Effective Time, cash necessary to pay for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (such funds shall be paid cash being hereinafter referred to Parentas the “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or bank, trust company or other Person, reasonably acceptable to the Company, to act as agent for the holders of the Shares in connection with the Merger (the "Paying Agent") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c2.l(c). At the Effective Time, Parent shall, from time to time, make available to shall deposit with the Paying Agent funds in amounts and at times necessary an amount sufficient for the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "Paying Agent") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from From time to timetime on, prior to or after the Effective Time, Parent shall make available available, or cause the Surviving Corporation to make available, to the Paying Agent funds cash in amounts and at the times necessary for the payment of the Merger Consideration as provided hereinpursuant to Section 2.5. All Any and all interest earned on such funds made available to the Paying Agent pursuant to this Agreement shall be paid over to Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) and shall enter into an agreement relating to the Paying Agent’s responsibilities under this Agreement. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent, in trust for the benefit of the holders of Company Common Stock for exchange in accordance with this Article II through the Shares in connection with the Merger (the "Paying Agent") , immediately available funds sufficient to receive pay the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the aggregate Merger Consideration (such aggregate Merger Consideration, being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate appoint a commercial bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger hereunder (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration as provided hereinupon surrender of the Common Stock Certificates or evidence of ownership of uncertificated shares of Common Stock (the “Uncertificated Shares”). Parent will enter into a paying agent agreement in form and substance reasonably acceptable to the Company prior to the Effective Time. All interest earned on such funds of the fees and expenses of the Paying Agent shall be paid to borne by Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate shall, at its sole cost and expense, appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment and delivery of the Merger Consideration. Immediately prior to the Effective Time, Parent shall deposit with the Paying Agent, for the benefit of the holders of Certificates, for payment in accordance with this Article II through the Shares in connection with Paying Agent, cash sufficient to pay the Merger (the "Paying Agent") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c)Consideration. Parent shall, from time to time, make available to All such cash deposited with the Paying Agent funds in amounts and at times necessary for is hereinafter referred to as the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to Parent“Payment Fund”.

Paying Agent. Prior to the Effective Time, Parent shall designate appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment and delivery of the Merger Consideration. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, for the benefit of the holders of Company Common Stock, for payment in accordance with this Article II through the Shares in connection with the Merger (the "Paying Agent") , cash sufficient to receive pay the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c)aggregate Merger Consideration. Parent shall, from time to time, make available to All such cash deposited with the Paying Agent funds in amounts and at times necessary for is hereinafter referred to as the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to Parent“Payment Fund.”

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration pursuant to Section 3.08(c). Parent will deposit (or cause to be deposited) with the Paying Agent, promptly after the Effective Time, cash necessary to pay the Merger Consideration in respect of all shares of the Company Common Stock that were converted into the right to receive cash pursuant to Section 3.08(c) (such cash being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as agent for the holders of the Shares in connection with the Merger (the "Paying Agent") for the holders of Shares to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall1.6(a) and shall further deposit, from time or cause to timebe deposited for the benefit of the holders of Shares, make available to for payment through the Paying Agent funds in amounts and at times necessary for accordance with this Section 1.8, cash in an amount equal to the payment product of the Merger Consideration as provided hereinand the number of Shares issued and outstanding immediately prior to the Effective Time. All interest earned on such Such funds shall be paid to invested by the Paying Agent as directed by Parent.

Paying Agent. Prior At or prior to the Effective Time, Parent shall designate designate, and enter into an agreement with, a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent") ”). At or prior to receive the funds Effective Time, Parent shall deposit, or cause to which be deposited, with the Paying Agent, for the benefit of the holders of the Shares shall become entitled pursuant shares of Company Common Stock, cash sufficient to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for effect the payment of the Merger Consideration as provided herein. All to which such holders are entitled pursuant to Section 1.8(a), Section 1.9 and this Article 2 (including any interest earned on such funds shall be paid to Parentor other earnings therein, the “Exchange Fund” ).

Paying Agent. Prior to the Effective Time, Parent shall designate shall, at its sole cost and expense, appoint a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment and delivery of the Merger Consideration as provided hereinpursuant to this Article II. At the Closing, immediately prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent for payment in accordance with this Article II through the Paying Agent, cash sufficient to pay the Merger Consideration. All interest earned on such funds shall be paid cash deposited with the Paying Agent is hereinafter referred to Parentas the “Payment Fund.”

Paying Agent. Prior At or prior to the Effective Time, Parent shall designate a designate, and enter into an agreement with, such bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c”). Parent shall, from time to time, make available to shall deposit with the Paying Agent funds in amounts and at times necessary as of the Effective Time, for the benefit of the holders of shares of Company Common Stock, cash sufficient to effect the payment of the Merger Consideration as provided herein. All interest earned on to which such funds shall be paid holders are entitled pursuant to ParentSection 1.8(a) and this Article 2 (the “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company company, reasonably acceptable to the Company, to act as paying agent for the holders of the Shares in connection with the Merger (the "Paying Agent") to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration upon surrender of certificates representing Company Common Stock converted pursuant to Section 2.01(c). Immediately after the Effective Time, Parent shall provide to the Paying Agent cash necessary to pay for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 2.01(c) (such cash being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe "Exchange Fund").

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration Cash Amount pursuant to Section 3.08(c). The Surviving Corporation will deposit with the Paying Agent, promptly after the Effective Time, out of Closing Net Cash, cash necessary to pay the Cash Amount in respect of the shares of the Company Common Stock that were converted into the right to receive cash pursuant to Section 3.08(c) (such cash being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration upon surrender of Certificates. Parent shall provide, or cause the Surviving Corporation to provide, to the Paying Agent immediately following the Effective Time all the cash necessary to pay for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 2.01(a) (such cash being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe “Exchange Fund”).

Paying Agent. Prior to the Effective Time, for the benefit of holders of Company Securities, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration, upon surrender of the Stock Certificates, from time to time after the Effective Time. At the Closing, Parent shall deposit, or cause to be deposited, with the Paying Agent the Merger Consideration as provided herein. All interest earned on such funds shall be paid to Parent(collectively, the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the applicable Merger Consideration to former holders of Company Stock. Parent shall take all steps necessary to enable and shall cause the Surviving Corporation to provide to the Paying Agent, immediately after the Effective Time, all cash funds necessary to fully pay for the shares of Company Stock converted into the right to receive the applicable Merger Consideration pursuant to Section 2.7(c) (such cash being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as agent for the holders of the Shares in connection with the Merger (the "Paying Agent") for the holders of Shares to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c)1.6(c) hereof. Parent shallUntil the Effective Time, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid invested by the Paying Agent as directed by Parent and in such a way to ensure such funds are sufficient at the Effective Time to satisfy Parent's obligations hereunder with respect to the Total Consideration.

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Exchange Consideration upon surrender of certificates representing Company Common Stock. Parent shall provide to the Paying Agent immediately prior to the Effective Time all cash necessary to pay the Exchange Consideration pursuant to Section 2.01(b) (such cash being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe “Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as agent for the holders of the Shares in connection with the Merger (the "Paying Agent") for the holders of Shares to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c)1.6(a) hereof. Parent shall, from time to time, make available to Such funds shall be invested by the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to directed by Parent.

Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company to act as agent for the holders payment of the Shares in connection with Merger Consideration upon surrender of the Merger Certificates (the "Paying Agent") ). Immediately prior to receive the funds Effective Time, Parent shall deposit, or cause to which holders of be deposited, with the Shares shall become entitled Paying Agent cash sufficient to pay the aggregate Merger Consideration payable pursuant to Section 2.1(c)) upon surrender of outstanding shares of Company Common Stock. Parent shall, from time to time, make available Such funds provided to the Paying Agent funds in amounts and at times necessary for are referred to herein as the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to Parent"Payment Fund".

Paying Agent. Prior to the Effective Time, Parent shall designate select a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent"”) to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to the Paying Agent funds in amounts and at times necessary for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall take all steps necessary to enable and shall cause the Surviving Corporation to provide to the Paying Agent, immediately after the Effective Time, cash necessary to pay for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 2.07(c) (such cash being hereinafter referred to as provided herein. All interest earned on such funds shall be paid to Parentthe “Exchange Fund”).

Paying Agent. Prior to As of the Effective Time, Parent shall designate a designate, and enter into an agreement with, such bank or trust company reasonably acceptable to Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent") to receive the funds to ”), which holders of the Shares agreement shall become entitled pursuant to Section 2.1(c). provide that Parent shall, from time to time, make available to shall deposit with the Paying Agent funds in amounts and at times necessary as of the Effective Time, for the benefit of the holders of shares of Company Common Stock, cash sufficient to effect the payment of the Merger Consideration as provided herein. All interest earned on to which such funds shall be paid holders are entitled pursuant to ParentSection 1.8(a) and this Article 2.

Paying Agent. Prior At or prior to the Effective Time, Parent shall designate engage a bank or trust company nationally-recognized financial institution reasonably satisfactory to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent") ”). At or prior to receive the funds to which Effective Time, Parent shall deposit with the Paying Agent, in trust for the benefit of the holders of shares of Company Common Stock immediately prior to the Shares shall become entitled pursuant Effective Time, the Merger Consideration to Section 2.1(c)be paid in respect of the Company Common Stock. Parent shall, from time to time, make available to All cash deposited with the Paying Agent funds in amounts and at times necessary for shall hereinafter be referred to as the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to Parent“Exchange Fund”.

Paying Agent. Prior to the Effective Time, Parent shall designate a designate, and enter into an agreement with, such bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares in connection with the Merger (the "“Paying Agent") ”), which agreement shall provide that, before the Effective Time, Parent shall deposit or cause to receive the funds to which holders of the Shares shall become entitled pursuant to Section 2.1(c). Parent shall, from time to time, make available to be deposited with the Paying Agent funds in amounts and at times necessary trust for the benefit of the holders of Common Stock cash in an amount sufficient to effect payment of the Merger Consideration as provided herein. All interest earned on to which such funds shall be paid holders are entitled pursuant to ParentSection 1.8(a) and this Article 2.

Paying Agent. (a) Prior to the Effective Time, Parent shall will designate a bank or trust company reasonably acceptable to the Company to act as a paying agent under this Agreement (the “Paying Agent”). As soon as reasonably practicable after the Effective Time, Parent will deposit or cause to be deposited with the Paying Agent, for the benefit of the holders of shares of Company Common Stock, an amount of cash sufficient to deliver to the Shares in connection with holders thereof the Merger (the "Paying Agent") Consideration required to receive the funds to which holders of the Shares shall become entitled pursuant to be paid under Section 2.1(c)2.1. Parent shall, from time to time, make available to All cash deposited with the Paying Agent funds is referred to in amounts and at times necessary for this Agreement as the payment of the Merger Consideration as provided herein. All interest earned on such funds shall be paid to Parent“Fund.”