Common use of Payment Fund Clause in Contracts

Payment Fund. On the Closing Date, at or promptly following the Effective Time, Parent shall deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Common Stock become entitled pursuant to Section 2.7 (the “Payment Fund”). Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, in (i) short-term direct obligations of the United States, (ii) short-term obligations for which the full faith and credit of the United States is pledged to provide for the payment of principal and interest, (iii) short-term commercial paper rated the highest quality by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and Poor’s Ratings Services, or (iv) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks. To the extent that: (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock as contemplated by Section 2.7.

Payment Fund. On At or prior to the Closing Date, at or promptly following the Effective TimeClosing, Parent shall deposit (or cause to be deposited) with the Payment Paying Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock pursuant to Section 2.7, an amount of in cash equal to the aggregate consideration to which such holders of Company Common Stock become entitled pursuant to Section 2.7 (the “Payment Fund”)2.7. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall will be invested by the Payment Paying Agent, as directed by Parent or the Surviving Corporation, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $10,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Paying Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Paying Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Paying Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation Corporation, as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock as contemplated by Section 2.7.

Payment Fund. On At or prior to the Closing Date, at or promptly following the Effective TimeClosing, Parent shall deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock (other than with respect to any Owned Company Shares or Dissenting Company Shares) pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Common Stock become entitled pursuant to Section 2.7 (the “Payment Fund”)2.7. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock as contemplated by Section 2.7.

Payment Fund. On At or prior to the Closing Date, at or promptly following the Effective TimeClosing, Parent shall deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Common Stock become entitled pursuant to Section 2.7 (the “Payment Fund”)2.7. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Moody’s Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock as contemplated by Section 2.7.

Payment Fund. On the Closing Date, at At or promptly immediately following the Effective Time, Parent shall deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock (other than to holders of Dissenting Company Shares) pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Common Stock become entitled pursuant to Section 2.7 (2.7. Without limiting the “foregoing, the Company shall, solely at the written request and direction of Parent, deposit with the Payment Fund”)Agent at the Closing such portion of such an amount of aggregate consideration from the cash denominated in United States dollars and held in United States bank accounts of the Company or any of its Subsidiaries as specified in such request, and, upon such deposit with the Payment Agent, Parent shall be deemed to have caused such funds to be deposited with the Payment Agent. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock as contemplated by Section 2.7.

Payment Fund. On Promptly after (and in any event no later than the Closing Dateearlier of (i) the Effective Time and (ii) the second (2nd) Business Day after the Offer Acceptance Time) the Offer Acceptance Time, at Parent shall deposit (or promptly following cause to be deposited) with the Depository Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock pursuant to Section 2.1(d), an amount of cash equal to the aggregate Per Share Price to which such holders become entitled pursuant to Section 2.1(d). At or prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock pursuant to Section 2.72.6, an amount of cash equal to the aggregate consideration Merger Consideration to which such holders of Company Common Stock become entitled pursuant to Section 2.7 2.6 (together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.72.1(d) and Section 2.6; or (C) all or any portion of the Payment Fund is unavailable for Merger Sub or Parent (or the Payment Agent on behalf of Merger Sub or Parent) ), as applicable, to promptly pay the cash amounts contemplated by Section 2.7 2.1(d) and Section 2.6 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.72.1(d) and Section 2.6. Any income from investment of the Payment Fund will shall be payable to Parent or the Surviving Corporation Corporation, as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of shares of Company Common Stock as contemplated by Section 2.72.1(d) and Section 2.6.

Payment Fund. On At or prior to the Closing Date, at or promptly following the Effective TimeClosing, Parent shall deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Class A Common Stock (and for the avoidance of doubt, other than Owned Company Shares (including the Class A Rollover Shares) or Dissenting Company Shares) pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Class A Common Stock become entitled pursuant to Section 2.7 (the “Payment Fund”)2.7. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Class A Common Stock as contemplated by Section 2.7.

Payment Fund. On the Closing Date, at or promptly following prior to the Effective TimeClosing, Parent shall (i) deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Common Stock become entitled pursuant to Section 2.7 and (ii) pay, on behalf of the “Payment Fund”)Company, by wire transfer of immediately available funds, to the accounts or accounts designated by the respective payee in writing: (A) to each lender or holder of Company Indebtedness and outstanding as of immediately prior to Closing, the amount(s) of Company Indebtedness owed to such lender or holder, which amount is set forth in the applicable Payoff Letter in order to repay in full in cash the Company Indebtedness set forth in each such Payoff Letter as of the Closing Date, in exchange for such lender’s or holder’s release of its liens and encumbrances upon the assets of the Company and its Subsidiaries and release of the Company and its Subsidiaries from any obligations under such Company Indebtedness. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, in (i) short-term direct obligations of of, or fully guaranteed by, the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7, including upon shares of Company Common Stock ceasing to qualify as Dissenting Company Shares; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will shall be payable to Parent or the Surviving Corporation as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock as contemplated by Section 2.7. All Company Equity Awards have been issued under a Company Stock Plan.

Payment Fund. On At or prior to the Closing Date, at or promptly following the Effective TimeClosing, Parent shall deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock Shares pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Common Stock Shares (other than Dissenting Shares) become entitled pursuant to Section 2.7 (the “Payment Fund”)2.7. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent or the Surviving CorporationCompany, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation Company to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation Company, as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock Shares as contemplated by Section 2.7.

Payment Fund. On At or prior to the Closing Date, at or promptly following the Effective TimeClosing, Parent shall deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of (x) shares of Company Common Stock and (y) Holdings Units pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Common Stock and Holdings Units become entitled pursuant to Section 2.7 (the “Payment Fund”)2.7. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent or the Surviving CorporationEntities, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than thirty (iii30) short-term days; (ii) commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation Entities to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation Entities as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock and Holdings Units as contemplated by Section 2.7.

Payment Fund. On the Closing Date, at At or promptly following prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of shares of Company Common Stock (other than Dissenting Company Shares) become entitled pursuant to Section 2.7 (the “Payment Fund”)2.7. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation Corporation, as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of shares of Company Common Stock as contemplated by Section 2.7.

Payment Fund. On At or prior to the Closing Date, at or promptly following the Effective TimeClosing, Parent shall irrevocably deposit (or cause to be deposited) with the Payment Paying Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock pursuant to Section 2.7, an amount of in cash equal to the aggregate consideration to which such holders of Company Common Stock become entitled pursuant to Section 2.7 (the “Payment Fund”)2.7. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall will be invested by the Payment Paying Agent, as directed by Parent or the Surviving Corporation, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $10,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Paying Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Paying Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Paying Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation Corporation, as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock as contemplated by Section 2.7.

Payment Fund. On Prior to the Closing DateEffective Time, at (i) Parent or promptly following Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of Company Shares to receive the aggregate Cash Amount which such holders shall become entitled pursuant to Section 2.1(b) and the aggregate Cash Amount to which such holders shall become entitled pursuant to Section 3.4(b). The agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. Substantially concurrent with the Effective Time, Parent or Purchaser shall deposit (deposit, or shall cause to be deposited) , with the Payment Agent, by wire transfer Paying Agent cash sufficient to make payment of immediately available funds, for payment to the holders of shares of Company Common Stock aggregate Cash Amount payable pursuant to Section 2.7, an amount of cash equal to 2.1(b) and the aggregate consideration to which such holders of Company Common Stock become entitled Cash Amount payable pursuant to Section 2.7 3.4 (together, the “Payment Fund”). Until disbursed In the event the Payment Fund shall be insufficient to pay the aggregate Cash Amount payable pursuant to Section 2.1(b) and the aggregate Cash Amount payable pursuant to Section 3.4, Parent shall, or shall cause Purchaser to, promptly deposit additional funds with the Paying Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Paying Agent to make, and the Paying Agent shall make, delivery of the Cash Amount out of the Payment Fund in accordance with the terms and conditions of this Agreement, such cash . The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Payment Agent, Paying Agent as reasonably directed by Parent or the Surviving Corporation▇▇▇▇▇▇; provided, however, that any investment of such cash shall in (i) short-term all events be limited to direct obligations of the United States, (ii) short-term obligations for which the full faith and credit of the United States is pledged to provide for the payment of principal and interestof, (iii) or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated the highest quality P-1 or A-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively, or (iv) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks. To banks with capital exceeding $10 billion (based on the extent that: (A) there most recent financial statements of such bank that are any losses with respect to any investments of then publicly available), and that no such investment or loss thereon shall affect the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Certificates or Book-Entry Shares pursuant to Article II or this Article III. Any interest and other income resulting from such investments shall be paid to the Surviving Company Common Stock as contemplated by on the earlier of (i) one (1) year after the Effective Time or (ii) the full payment of the aggregate Cash Amount payable pursuant to Section 2.72.1(b) and the aggregate Cash Amount payable pursuant to Section 3.4.

Payment Fund. On At or prior to the Closing Date, at or promptly following the Effective TimeClosing, Parent shall or shall cause Proton Parent to deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Common Stock become entitled pursuant to Section 2.7 2.7; provided, that the Company shall, at the written request of Parent, deposit with the Payment Agent at the Closing such portion of such aggregate consideration from the cash denominated in United States dollars and held in United States bank accounts of the Company or any of its Subsidiaries as specified in such request (for the “Payment Fund”avoidance of doubt, the Company will not be required to repatriate any cash or incur any Taxes, costs or expenses in connection with this Section 2.9(b)); provided further, for the avoidance of doubt, that the foregoing shall not limit in any respect Parent’s obligation to fund the payment of all amounts payable pursuant to this Article II at the Closing by the Company, Parent, Proton Parent or Merger Sub. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent, Proton Parent or the Surviving Corporation, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent or Proton Parent (or the Payment Agent on behalf of Parent or Proton Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent or Proton Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent, Proton Parent or the Surviving Corporation as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock as contemplated by Section 2.7.

Payment Fund. On At or prior to the Closing Date, at or promptly following the Effective TimeClosing, Parent shall deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Common Stock become entitled pursuant to Section 2.7 2.7; provided, that the Company shall, at the written request of Parent, deposit with the Payment Agent at the Closing such portion of such aggregate consideration from the cash denominated in United States dollars and held in United States bank accounts of the Company or any of its Subsidiaries as specified in such request (for the “Payment Fund”avoidance of doubt, the Company will not be required to repatriate any cash or incur any Taxes, costs or expenses in connection with this Section 2.9(b)); provided further, for the avoidance of doubt, that the foregoing shall not limit in any respect Parent’s obligation to consummate the Equity Financing and fund the payment of all amounts payable pursuant to this Article II at the Closing by the Company, Parent or Merger Sub. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇M▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock as contemplated by Section 2.7.

Payment Fund. On At or prior to the Closing Date, at or promptly following the Effective TimeClosing, Parent shall deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Common Stock become entitled pursuant to Section 2.7 (2.7; provided, that the “Company shall, at the written request of Parent, deposit with the Payment Fund”)Agent at the Closing such portion of such aggregate consideration from the cash and cash equivalents in bank accounts of the Company or any of its Subsidiaries as specified in such request so long as such usage of cash and cash equivalents does not render the Company or any of its Subsidiaries unable to pay its obligations in the ordinary course of business as of immediately following the Closing. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock as contemplated by Section 2.7.

Payment Fund. On the Closing Date, at At or promptly following prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of shares of Company Common Stock become entitled pursuant to Section 2.7 (the “Payment Fund”)2.7. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation Corporation, as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of shares of Company Common Stock as contemplated by Section 2.7.

Payment Fund. On At or prior to the Closing Date, at or promptly following the Effective TimeClosing, Parent shall deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Common Stock (other than holders of Dissenting Company Shares) become entitled pursuant to Section 2.7 (the “Payment Fund”)2.7. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.72.7(a); or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 2.7(a) for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.72.7(a). Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock as contemplated by Section 2.72.7(a).

Payment Fund. On At or prior to the Closing Date, at or promptly following the Effective TimeClosing, Parent shall will deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Common Stock become entitled pursuant to Section 2.7 (the “Payment Fund”)2.7. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall will be invested by the Payment Agent, as directed by Parent or the Surviving CorporationParent, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than 30 days; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (Ax) there are any losses with respect to any investments of the Payment Fund; (By) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7; or (Cz) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock as contemplated by Section 2.7Parent.

Payment Fund. On At or prior to the Closing Date, at or promptly following the Effective TimeClosing, Parent shall deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock (other than to holder of Dissenting Company Shares) pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Common Stock become entitled pursuant to Section 2.7 (2.7; provided, that the “Company shall, at the written request of Parent, deposit with the Payment Fund”)Agent at the Closing such portion of such aggregate consideration from the cash denominated in United States dollars and held in United States bank accounts of the Company or any of its Subsidiaries as specified in such request, and, upon such deposit with the Payment Agent, Parent shall be deemed to have caused such funds to be deposited with the Payment Agent. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, Agent as reasonably directed by Parent or the Surviving CorporationCorporation (such cash and any proceeds thereon, in the “Payment Fund”); provided, however, that any investment of such cash shall be limited to (i) short-term direct obligations of the United States, (ii) short-term obligations for which the full faith and credit of the United States is pledged to provide for the payment of principal and interestof, (iii) or short-term obligations fully guaranteed as to principal and interest by, the U.S. government or (ii) commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, or (iv) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksrespectively. To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, in the case of each of foregoing clauses (A) through (C), Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock as contemplated by Section 2.7.

Payment Fund. On At or prior to the Closing Date, at or promptly following the Effective TimeClosing, Parent shall irrevocably deposit (or cause to be deposited) with the Payment Paying Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Class A Common Stock pursuant to Section 2.7, an amount of in cash equal to the aggregate consideration to which such holders of Company Class A Common Stock become entitled pursuant to Section 2.7 (the “Payment Fund”)2.7. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall will be invested by the Payment Paying Agent, as directed by Parent or the Surviving Corporation, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment of principal and interest, States; (iiiii) short-term commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇M▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, or respectively; (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $10,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) or (iv) mutual funds investing in one or more of any such assets (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Paying Agent to promptly pay the cash amounts contemplated by Section 2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Paying Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 for any reason, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Paying Agent to make the payments contemplated by Section 2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation Corporation, as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Class A Common Stock as contemplated by Section 2.7.

Payment Fund. On At or prior to the Closing Date, at or promptly following the Effective TimeClosing, Parent shall deposit (or cause to be deposited) with the Payment Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock Shares pursuant to Section 2.7‎2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Common Stock Shares (other than Dissenting Shares) become entitled pursuant to Section 2.7 (the “Payment Fund”)‎2.7. Until disbursed in accordance with the terms and conditions of this Agreement, such cash shall be invested by the Payment Agent, as directed by Parent or the Surviving CorporationCompany, in (i) short-term direct obligations of or fully guaranteed by the United States, (ii) short-term obligations for which States or any agency or instrumentality thereof and backed by the full faith and credit of the United States is pledged to provide for the payment with a maturity of principal and interest, no more than thirty (iii30) short-term days; (ii) commercial paper obligations rated the highest quality A-1 or P-1 or better by either ▇M▇▇▇▇’▇ Investors Service, Inc. or Standard and & Poor’s Ratings ServicesCorporation, respectively; or (iviii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $1,000,000,000 (based on the most recent financial statements of such bank that are then publicly available) (such cash and any proceeds thereon, the “Payment Fund”). To the extent that: that (A) there are any losses with respect to any investments of the Payment Fund; (B) the Payment Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by Section 2.7‎2.7; or (C) all or any portion of the Payment Fund is unavailable for Parent (or the Payment Agent on behalf of Parent) to promptly pay the cash amounts contemplated by Section 2.7 ‎2.7 for any reason, Parent shall, or shall cause the Surviving Corporation Company to, promptly replace or restore the amount of cash in the Payment Fund so as to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Payment Agent to make the payments contemplated by Section 2.7‎2.7. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation Company, as Parent directs. The Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock Shares as contemplated by Section 2.7‎2.7.