Common use of Payment for Shares in the Merger Clause in Contracts

Payment for Shares in the Merger. (a) Prior to the mailing of the Prospectus/Proxy Statement, Parent shall appoint an agent (the “Paying Agent”) reasonably acceptable to the Company for the purpose of exchanging Certificates for the Merger Consideration. Prior to or at the Effective Time, Parent or Purchaser shall deposit with the Paying Agent, in trust for the benefit of the Company’s stockholders, cash in immediately available funds and Parent Common Stock in an amount sufficient to make payment of the aggregate Merger Consideration pursuant to Section 3.01 in exchange for all of the outstanding shares of Company Common Stock (such cash and Parent Common Stock being hereinafter referred to as the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to the holders of the Certificates. Earnings from such investment shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of Certificates. For purposes of determining the amount of the Payment Fund to be made available, Parent shall assume that no holder of shares of Company Common Stock will demand appraisal rights with respect to such shares.

Payment for Shares in the Merger. (a) Prior to the mailing of the Prospectus/Proxy Statement, Parent shall appoint an agent (the “"Paying Agent”") reasonably acceptable to the Company for the purpose of exchanging Certificates certificates (the "Certificates") representing shares of the Company Common Stock for the Merger Consideration. Prior to or at At the Effective Time, Parent or Purchaser shall deposit with the Paying Agent, in trust for the benefit of the Company’s 's stockholders, cash in immediately available funds and Parent sufficient to pay the Merger Consideration to be paid in respect of each share of Company Common Stock in an amount sufficient (such cash being hereinafter referred to make payment as the "Payment Fund"); provided, however, that no such deposit shall relieve Parent or Purchaser of its obligation to pay the aggregate Merger Consideration pursuant to Section 3.01 in exchange for all of the outstanding shares of Company Common Stock (such cash and Parent Common Stock being hereinafter referred to as the “Payment Fund”3.01(a). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to the holders of the Certificates. Earnings from such investment shall be the sole and exclusive property of ParentParent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Certificates. For purposes of determining the amount of the Payment Fund to be made available, Parent shall assume that no holder of shares of Company Common Stock will demand appraisal rights with respect to such shares.

Payment for Shares in the Merger. (a) Prior to the mailing of the Prospectus/Proxy Statement, Parent shall appoint an agent (the “Paying Agent”) reasonably acceptable to the Company for the purpose of exchanging Certificates certificates (the “Certificates”) representing shares of the Company Common Stock for the Merger Consideration. Prior to or at At the Effective Time, Parent or Purchaser shall deposit with the Paying Agent, in trust for the benefit of the Company’s stockholders, cash in immediately available funds and Parent Common Stock in an amount sufficient to make payment of pay the aggregate Merger Consideration pursuant to Section 3.01 be paid in exchange for all respect of the outstanding shares each share of Company Common Stock (such cash and Parent Common Stock being hereinafter referred to as the “Payment Fund”); provided, however, that no such deposit shall relieve Parent or Purchaser of its obligation to pay the aggregate Merger Consideration pursuant to Section 3.01(a). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to the holders of the Certificates. Earnings from such investment shall be the sole and exclusive property of ParentParent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Certificates. For purposes of determining the amount of the Payment Fund to be made available, Parent shall assume that no holder of shares of Company Common Stock will demand appraisal rights with respect to such shares.

Payment for Shares in the Merger. (a) Prior to the mailing of the Prospectus/Proxy StatementEffective Time, Parent shall appoint an agent (the “Paying Agent”"PAYING AGENT") reasonably acceptable to the Company for the purpose of exchanging Certificates certificates representing shares of Company Common Stock (the "CERTIFICATES") for the Merger Consideration. Prior At or prior to or at the Effective Time, Parent or Purchaser shall deposit with the Paying Agent, in trust for the benefit of the Company’s stockholdersholders of shares of Company Common Stock, cash in immediately available funds and Parent Common Stock in an amount sufficient to make payment of pay the aggregate Merger Consideration pursuant to Section 3.01 be paid in exchange for respect of all of the outstanding shares of Company Common Stock then outstanding, other than those described in Section 3.01(a)(iii) (such cash and Parent Common Stock being hereinafter referred to as the “Payment Fund”"PAYMENT FUND"); provided, however, that no such deposit shall relieve Parent or Purchaser of its obligations to pay the Merger Consideration pursuant to Section 3.01(a)(i). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to the holders of the Certificatesrecord of shares of Company Common Stock. Earnings from such investment shall be the sole and exclusive property of ParentParent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Certificates. For purposes of determining the amount of the Payment Fund to be made available, Parent shall assume that no holder record of shares of Company Common Stock will demand appraisal rights with respect to such sharesStock.