Common use of Paying Agent Clause in Contracts

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) 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 the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select 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 Consideration. At or prior to former holders of Company Common Stock. the Effective Time, Parent shall, shall deposit (or shall cause the Surviving Corporation to, deposit to be deposited) with the Paying Agent, at or immediately after for the Effective Timebenefit of the holders of Company Shares, for payment in accordance with this Article II through the Paying Agent, cash necessary sufficient 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 (Consideration. All such cash being deposited with the Paying Agent is hereinafter referred to as the “Payment Fund.”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration as provided in Section 2.01(c). At or prior 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, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash the Merger Consideration pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) 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 2.08(c) (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select designate a reputable bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “"Paying Agent”) "). From time to time prior to, or on the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available to the Paying Agent cash in amounts and at the times necessary for the prompt payment of the Merger Consideration upon surrender of Certificates (as defined in Section 3.02(b)). Any and all interest earned on funds made available 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 Agent pursuant to Section 3.08(c), respectively (such cash being hereinafter referred this Agreement shall be turned over to as the “Payment Fund”)Parent upon request.

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) 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 for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.08(c) (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration Consideration. Immediately prior to former holders of Company Common Stock. the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after the Effective Time, Agent cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”). The Exchange Fund shall not be used for any other purpose.

Paying Agent. Prior to the Effective Time, Parent shall select appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration Consideration. On or prior to former holders of Company Common Stock. the Effective Time and from time to time thereafter, Parent shallshall deposit, or shall cause the Surviving Corporation toto deposit, deposit with the Paying Agent, at or immediately after for the Effective Timebenefit of the holders of Certificates, cash necessary in an amount sufficient to pay the aggregate Merger Consideration in respect of the shares of Company Common Stock converted into the right required to receive cash be paid pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “"Paying Agent”") for the payment of the Merger Consideration to former holders upon surrender of Company Common StockCertificates. Parent shall, or shall cause the Surviving Corporation to, deposit with directly provide to the Paying Agent, at or Agent immediately after following the Effective Time, Time all the cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock that were converted into the right to receive cash Merger Consideration pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment "Exchange Fund”").

Paying Agent. Prior to the Effective Time, Parent shall select will appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the “"Paying Agent”") for the payment of the Merger Consideration Consideration. At or prior to former holders of Company Common Stock. the Effective Time, Parent shallwill have deposited, or shall cause the Surviving Corporation tocaused to be deposited, deposit with the Paying Agent, at or immediately after for the Effective Time, cash necessary to pay the Merger Consideration in respect benefit of the shares Public Stockholders, the aggregate amount of Company Common Stock converted into cash payable under Section 2.5(b) (the right to receive cash pursuant to Section 3.08(c), respectively (such cash being hereinafter referred to as the “Payment "Exchange Fund”").

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall, or shall take all steps necessary to enable and shall cause the Surviving Corporation to, deposit with to provide to the Paying AgentAgent on a timely basis, at or immediately as and when needed after the Effective Time, cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.07(d) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable satisfactory to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders upon surrender of Company Common StockCertificates. Parent shallwill enter into a paying agent agreement in form and substance reasonably acceptable to the Company. Parent shall provide, or shall cause the Surviving Corporation to, deposit with to be provided to the Paying Agent, Agent at or immediately after the Effective Time, cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash Merger Consideration pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select 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 former holders of Company Common Stockthis Article II. Prior to the Effective Time, Parent shallshall deposit, or shall cause to be deposited, with the Surviving Corporation to, deposit Paying Agent for payment in accordance with this Article II through the Paying Agent, at or immediately after the Effective Time, cash necessary sufficient 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 (Consideration. All such cash being deposited with the Paying Agent is hereinafter referred to as the “Payment Fund.”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as the paying and exchange agent (the “Paying Agent”"PAYING AGENT") for the payment of in the Merger Consideration to former receive the funds and shares of Parent Common Stock, if any, to which holders of such Company Common Stock. Parent shall, or Shares 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 become entitled pursuant to Section 3.08(c), respectively (such cash being hereinafter referred to as the “Payment Fund”)1.4.

Paying Agent. Prior to the Effective Time, Parent shall select designate a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration upon surrender of the Certificates (the "Paying Agent"). Promptly after the Effective Time, Parent shall deposit, or cause to former holders be deposited, with the 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, or shall cause the Surviving Corporation to, deposit with Such funds provided to 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 Agent are referred to herein as the “"Payment Fund”)".

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment holders of Company Common Stock to receive the portion of the Merger Consideration to former which holders of Company Common Stock. Parent shall, or Stock 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 become entitled pursuant to Section 3.08(c1.6(a), respectively (such cash being hereinafter referred to . Such funds shall be invested by the Paying Agent as the “Payment Fund”)directed by Parent.

Paying Agent. Prior At or prior to the Effective Time, Parent shall select a designate, and enter into an agreement with, such bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent”) ), which agreement shall provide that, before 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 cash in an amount sufficient to effect payment of the Merger Consideration to former which 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 are entitled pursuant to Section 3.08(c), respectively (such cash being hereinafter referred to as the “Payment Fund”)1.8 and this Article 2.

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) 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 substantially simultaneously with the Effective Time, cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash Merger Consideration pursuant to Section 3.08(c), respectively 1.07(c) (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of Shares shall become entitled pursuant to Section 1.6(a) and shall further deposit, or cause to be deposited for the benefit of the holders of Shares, for payment through the Paying Agent in accordance with this Section 1.8, cash in an amount equal to the product of the Merger Consideration and the number of Shares issued and outstanding immediately prior 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 . Such funds shall be invested by 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 Paying Agent as the “Payment Fund”)directed by Parent.

Paying Agent. Prior At or prior to the Effective Time, Parent shall select designate, and enter into an agreement with, a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent”) ). Parent shall deposit with the Paying Agent 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 to former which such 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 are entitled pursuant to Section 3.08(c), respectively (such cash being hereinafter referred to as the “Payment Fund”)1.8(a) and this Article 2.

Paying Agent. Prior to the Effective Time, Parent shall select appoint a commercial bank or trust company reasonably acceptable to the Company to act as paying agent hereunder (the “Paying Agent”) for the payment of the Merger Consideration and the Preferred Share Merger Consideration to former holders be received by each holder of Company shares of Common Stock and Series A Convertible Preferred Stock, as the case may be. Parent shall, or shall cause will enter into a paying agent agreement in form and substance reasonably acceptable to the Surviving Corporation to, deposit with the Paying Agent, at or immediately after Company prior to 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 the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders upon surrender of Company Common StockCertificates and Uncertificated Shares. Parent shall, or shall take all steps necessary to enable and cause the Surviving Corporation to, deposit with the Paying Agent, immediately prior to or at or immediately after the Effective Time, provide to the Paying Agent all the cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.01 (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior At or prior to the Effective Time, Parent shall select designate, and enter into an agreement with, a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent”) ). 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 shares of Company Common Stock, cash sufficient to effect the payment of the Merger Consideration to former which such 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 are entitled pursuant to Section 3.08(c1.8(a), respectively Section 1.9 and this Article 2 (such cash being hereinafter referred to as including any interest or other earnings therein, the “Payment Exchange Fund”” ).

Paying Agent. Prior to the Effective Time, Parent shall select designate a bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “"Paying Agent”) "). From time to time on, prior to or after the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent cash in amounts and at the 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 2.5. Any and all interest earned on funds made available to as the “Payment Fund”)Paying Agent pursuant to this Agreement shall be paid over to Parent.

Paying Agent. Prior to As of the Effective Time, Parent shall select a appoint Mellon Investor Services, LLC or another bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration Consideration. From time to former holders of Company Common Stock. time after the Effective Time, Parent shallshall deposit, or shall cause the Surviving Corporation toto deposit, deposit with the Paying Agent, at or immediately after the Effective Time, cash necessary in an amount sufficient to pay the aggregate Merger Consideration in respect of the shares of Company Common Stock converted into the right as and when required to receive cash be paid pursuant to Section 3.08(c), respectively (such this Agreement(such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select designate a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration upon surrender of the Certificates (the "Paying Agent"). Immediately prior to former holders the Effective Time, Parent shall deposit, or cause to be deposited, with the 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, or shall cause the Surviving Corporation to, deposit with Such funds provided to 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 Agent are referred to herein as the “"Payment Fund”)".

Paying Agent. Prior to the Effective Time, Parent shall select designate a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of the Shares (other than Shares to be cancelled in accordance with Section 3.1(b) hereof and Dissenting Shares) in connection with the Merger (the “Paying Agent”) for to receive in trust the payment of the aggregate Merger Consideration to former which holders of Company Common StockShares shall become entitled pursuant to Section 3.1(a) hereof (the “Exchange Fund”). Parent shall, shall deposit (or shall cause the Surviving Corporation to, deposit to be deposited) such aggregate Merger Consideration with the Paying Agent, Agent at or immediately after promptly following 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 the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders of Company Common Stockas provided in Section 2.01(c). Parent shall, or shall take all steps necessary to enable and shall cause the Surviving Corporation to, deposit with to provide to the Paying Agent, on a timely basis, at or immediately after the Effective Time, cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash the Merger Consideration pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior At or prior to the Effective Time, Parent shall select a designate, and enter into an agreement with, such bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent”) ). Parent shall deposit with the Paying Agent 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 to former which such 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 are entitled pursuant to Section 3.08(c), respectively 1.8(a) and this Article 2 (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select 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 Consideration. Immediately prior to former holders of Company Common Stock. the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after for the Effective Timebenefit of the holders of Certificates, for payment in accordance with this Article II through the Paying Agent, cash necessary sufficient 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 (Consideration. All such cash being deposited with the Paying Agent is hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration Cash Amount pursuant to former holders of Company Common StockSection 3.08(c). Parent shall, or shall cause the The Surviving Corporation to, will deposit with the Paying Agent, at or immediately promptly after the Effective Time, out of Closing Net Cash, cash necessary to pay the Merger Consideration 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), respectively ) (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select 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 former holders of Company Common Stockthis Article II. At the Closing, immediately prior to the Effective Time, Parent shall, shall deposit (or shall cause to be deposited) with the Surviving Corporation to, deposit Paying Agent for payment in accordance with this Article II through the Paying Agent, at or immediately after the Effective Time, cash necessary sufficient 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 (Consideration. All such cash being deposited with the Paying Agent is hereinafter referred to as the “Payment Fund.”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration as provided in Section 2.01(c). On or prior 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 Parent shall make available to pay the Paying Agent the Merger Consideration to be paid in respect of the shares of Company Common Stock converted into the right to receive cash the Merger Consideration pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select appoint a bank or trust company paying agent reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment purpose of exchanging shares of Company Common Stock for the Merger Consideration in accordance with Section 2.01(a)(ii). At or prior to former holders of Company Common Stock. the Effective Time, Parent shall, shall deposit or shall cause the Surviving Corporation to, deposit to be deposited with the Paying Agent, at or immediately after in trust for the Effective Time, cash necessary to pay the Merger Consideration in respect benefit of the shares holders of Company Common Stock converted into contemplated by Section 2.01(a)(ii), cash in an amount equal to the right to receive cash aggregate amount of the Merger Consideration pursuant to Section 3.08(c), respectively 2.01(a)(ii) (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select designate a bank or bank, trust company or other entity reasonably acceptable satisfactory to the Company to act as paying agent (the “Paying Agent”) for in effecting the payment exchange of the Merger Consideration to former holders upon surrender of Company Common StockCertificates. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately Promptly after the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash necessary in an amount sufficient to pay the aggregate Merger Consideration in respect of the shares of Company Common Stock converted into the right to receive cash payable pursuant to Section 3.08(c), respectively (such cash being hereinafter 2.1(a) upon surrender of outstanding Certificates. Such funds provided to the Paying Agent are referred to herein as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select appoint a commercial bank or trust company reasonably acceptable to the Company to act as paying agent hereunder (the “Paying Agent”) for the payment of the Merger Consideration to former holders upon surrender of Company the Common StockStock Certificates. Parent shall, or shall cause will enter into a paying agent agreement in form and substance reasonably acceptable to the Surviving Corporation to, deposit with the Paying Agent, at or immediately after Company prior to the Effective Time, cash necessary to pay the Merger Consideration in respect . All of the shares fees and expenses 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 the “Payment Fund”)Paying Agent shall be borne by Parent.

Paying Agent. Prior to the Effective Time, Parent shall select a designate, and enter into an agreement with, such bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent”) ), which agreement shall provide that, before the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent in trust for the benefit of the holders of Common Stock cash in an amount sufficient to effect payment of the Merger Consideration to former which such 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 are entitled pursuant to Section 3.08(c), respectively (such cash being hereinafter referred to as the “Payment Fund”)1.8(a) and this Article 2.

Paying Agent. Prior to the Effective Time, Parent shall select appoint, at its sole cost and expense, 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 former holders of Company Common Stockthis Article II. Immediately prior to the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent for payment in accordance with this Article II through the Paying Agent, at or immediately after the Effective Time, cash necessary sufficient 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 (Consideration. All such cash being deposited with the Paying Agent is hereinafter referred to as the “Payment Fund.”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the applicable Merger Consideration to former holders of Company Common Stock. Parent shall, or shall take all steps necessary to enable and shall cause the Surviving Corporation to, deposit with to provide to the Paying Agent, at or immediately after the Effective Time, all cash funds necessary to fully pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash the applicable Merger Consideration pursuant to Section 3.08(c), respectively 2.7(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders of Company Common Stock. Parent shall, or shall take all steps necessary to enable and shall cause the Surviving Corporation to, deposit with to provide to the Paying Agent, at or immediately after the Effective Time, cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.07(c) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select 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 Consideration. At or prior to former holders of Company Common Stock. the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after for the Effective Timebenefit of the holders of Company Common Stock, for payment in accordance with this Article II through the Paying Agent, cash necessary sufficient to pay the aggregate 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 (Consideration. All such cash being deposited with the Paying Agent is hereinafter referred to as the “Payment Fund.”).

Paying Agent. Prior to the Effective Time, Parent shall select appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders of Company Common StockConsideration. At the Effective Time, Parent shallshall deposit, or shall cause the Surviving Corporation toto deposit, deposit with the Paying Agent, at or immediately after for the Effective Timebenefit of the holders of Certificates, cash necessary in an amount sufficient to pay the aggregate Merger Consideration in respect of the shares of Company Common Stock converted into the right required to receive cash be paid pursuant to Section 3.08(c), respectively 2.1(c) of this Agreement (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select 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 Consideration. Immediately prior to former holders of Company Common Stock. the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after for the Effective Timebenefit of the holders of Certificates, for payment in accordance with this Article II through the Paying Agent, cash necessary sufficient 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 (Consideration. All such cash being deposited with the Paying Agent is hereinafter referred to as the “Payment Fund.”).

Paying Agent. Prior to the Effective Time, Parent shall select appoint a bank or trust company that is reasonably acceptable 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 payment of “Merger Consideration”). At the Merger Consideration to former holders of Company Common Stock. Effective Time, Parent shallshall deposit, or shall cause the Surviving Corporation toto deposit, deposit with the Paying Agent, at or immediately after for the Effective Timebenefit of the holders of Shares and Company Options, cash necessary in an amount sufficient 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 the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “"Paying Agent”") for the payment of the Merger Consideration to former holders of Company Common StockShares to receive the funds to which holders of Shares shall become entitled pursuant to Section 1.6(c) hereof. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately after Until the Effective Time, cash necessary such funds shall be invested by the Paying Agent as directed by Parent and in such a way to pay ensure such funds are sufficient at the Merger Consideration in Effective Time to satisfy Parent's obligations hereunder with respect of to 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 the “Payment Fund”)Total Consideration.

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Exchange Consideration to former holders upon surrender of certificates representing Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with provide to the Paying Agent, at or Agent immediately after prior to the Effective Time, Time all cash necessary to pay the Merger Exchange Consideration in respect of the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.01(b) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company company, reasonably acceptable to the Company Company, to act as paying agent (the “"Paying Agent”") for the payment of the Merger Consideration to former holders upon surrender of certificates representing Company Common StockStock converted pursuant to Section 2.01(c). Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately Immediately after the Effective Time, Parent shall provide to the Paying Agent cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.01(c) (such cash being hereinafter referred to as the “Payment "Exchange Fund”").

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders upon surrender of Company Common StockCertificates. Parent shallshall provide, or shall cause the Surviving Corporation toto provide, deposit with to the Paying Agent, at or Agent immediately after following the Effective Time, Time all the cash necessary to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.01(a) (such cash being hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) 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 2.08(c) (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration upon surrender of the Certificates or Book-Entry Shares. On or prior to former holders of Company Common Stock. the Closing Date, Parent shall, or shall cause the Surviving Corporation to, deposit have deposited with the Paying Agent, at or immediately after the Effective Time, Agent cash necessary sufficient to pay the Merger Consideration in respect of for the shares of Company Common Stock converted into the right to receive cash pursuant to Section 3.08(c), respectively 2.01(c) (such cash being so deposited hereinafter referred to as the “Payment Exchange Fund”).

Paying Agent. Prior At or prior to the Effective Time, Parent shall select a designate, and enter into an agreement with, such bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the “Paying Agent”) ), which agreement shall provide that, at the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent in trust for the benefit of the holders of record of Company Common Stock cash in an amount sufficient to effect payment of the Merger Consideration to former which 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 are entitled pursuant to Section 3.08(c), respectively (such cash being hereinafter referred to as the “Payment Fund”)1.8 and this Article 2.

Paying Agent. Prior to the Effective Time, for the benefit of holders of Company Securities, Parent shall select designate a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration Consideration, upon surrender of the Stock Certificates, from time to former holders of Company Common Stock. Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent, at or immediately time after the Effective Time. At the Closing, cash necessary Parent shall deposit, or cause to pay be deposited, with the Paying Agent 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)(collectively, respectively (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “"Paying Agent”") 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 Shares to receive cash the funds to which holders of Shares shall become entitled pursuant to Section 3.08(c), respectively (such cash being hereinafter referred to 1.6(a) hereof. Such funds shall be invested by the Paying Agent as the “Payment Fund”)directed by Parent.

Paying Agent. Prior to the Effective Time, Parent shall select appoint a commercial bank or trust company reasonably acceptable to the Company to act as paying agent hereunder (the “Paying Agent”) for the payment of the Merger Consideration to former holders upon surrender of Company the Common StockStock Certificates or evidence of ownership of uncertificated shares of Common Stock (the “Uncertificated Shares”). Parent shall, or shall cause will enter into a paying agent agreement in form and substance reasonably acceptable to the Surviving Corporation to, deposit with the Paying Agent, at or immediately after Company prior to the Effective Time, cash necessary to pay the Merger Consideration in respect . All of the shares fees and expenses 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 the “Payment Fund”)Paying Agent shall be borne by Parent.

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”"PAYING AGENT") 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 Shares to receive cash the funds to which holders of Shares shall become entitled pursuant to Section 3.08(c), respectively (such cash being hereinafter referred to 1.6(a) hereof. Such funds shall be invested by the Paying Agent as the “Payment Fund”)directed by Parent.

Paying Agent. Prior to the Effective Time, Parent shall select designate a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to former holders upon surrender of Company Common StockCertificates (the “Paying Agent”). No later than substantially concurrently with the Effective Time, Parent shallshall deposit, or shall cause the Surviving Corporation toto be deposited, deposit with the Paying Agent, at or immediately after Agent funds in an amount necessary for the Effective Time, cash necessary to pay payment of 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 the “Payment Fund”).to

Paying Agent. Prior to the Effective Time, Parent shall select appoint, at its sole cost and expense, 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 former holders of Company Common Stockthis Article II. At or immediately prior to the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deposit with the Paying Agent for payment in accordance with this Article II through the Paying Agent, at or immediately after the Effective Time, cash necessary sufficient 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 (Consideration. All such cash being deposited with the Paying Agent is hereinafter referred to as the “Payment Fund.”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration pursuant to former holders of Company Common StockSection 3.08(c). Parent shall, will deposit (or shall cause the Surviving Corporation to, deposit to be deposited) with the Paying Agent, at or immediately promptly after the Effective Time, cash necessary to pay the Merger Consideration in respect of the all shares of the Company Common Stock that were converted into the right to receive cash pursuant to Section 3.08(c), respectively ) (such cash being hereinafter referred to as the “Payment Fund”).

Paying Agent. Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “"Paying Agent”") for the holders of Shares to receive the funds to which holders of Shares shall become entitled pursuant to Section 1.6(a) and shall further deposit, or cause to be deposited for the benefit of the holders of Shares, for payment through the Paying Agent in accordance with this Section 1.8, cash in an amount equal to the product of the Merger Consideration and the number of Shares issued and outstanding immediately prior 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 . Such funds shall be invested by 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 Paying Agent as the “Payment Fund”)directed by Parent.