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 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 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 (and for the avoidance of doubt, other than 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, less any Principal Amount (as defined below) if any; provided that, subject to their compliance with the procedures set forth in the following subsections (c) - (e) of this Section 2.9 (to the extent applicable), the Principal Stockholders may elect for Parent to pay (or cause to be paid) the aggregate consideration to which the Principal Stockholders become entitled in respect of the Principal Stockholders’ shares of Company Common Stock pursuant to Section 2.7 (the aggregate amount transferred to the Principal Stockholders, the “Principal Amount”) by wire transfer of immediately available funds, to an account or accounts designated in writing to Parent at least five (5) Business Days prior to Closing by the Principal Stockholders; provided further, that, if elected by Parent and communicated to the Company in writing at least two (2) Business Days prior to the Closing Date, the Company shall arrange to deposit with the Payment Fund”)Agent at Closing a portion of the available cash balances of the Company and its Subsidiaries as of the Closing as is directed by P▇▇▇▇▇, and the foregoing obligation of Parent to deposit the Closing Consideration with the Payment Agent shall be reduced (not below zero) by the amount of such cash balances of the Company and its Subsidiaries that are so directed to be deposited with the Payment Agent by Parent; provided further, that notwithstanding the foregoing, nothing in this Section 2.9(b) shall relieve, in any respect, Parent’s obligation to fund the entirety of the Closing Consideration at Closing. Until disbursed in accordance with the terms and conditions of this Agreement, such cash deposited with the Payment Agent 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 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.

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 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 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 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 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 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 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 the Closing Date, at At or promptly following prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Payment AgentPaying Agent an amount, by wire transfer of immediately available fundsin cash, for payment sufficient to the holders of shares of Company Common Stock make all payments pursuant to Section 2.7this Article III (such amount, 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 If a Dissenting Shareholder effectively withdraws its demand for, or loses its, appraisal rights pursuant to Section 351.455 of the MGBCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in accordance with an amount equal to the terms product of (i) the number of Dissenting Shares for which the Dissenting Shareholder has withdrawn its demand for, or lost its, appraisal rights pursuant to Section 351.455 of the MGBCL and conditions of this Agreement, (ii) the applicable Merger Consideration for such cash Dissenting Shares. The Paying Agent shall be invested by invest the Payment Agent, Fund as directed by Parent or the Surviving Corporation, Parent; provided that such investments shall be (A) in (i) short-term direct obligations of the United States, (ii) short-term obligations for which the full faith and credit of or guaranteed by the United States is pledged to provide for the payment of principal and interestAmerica, (iiiB) short-term in 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 ServicesFinancial Services LLC, or respectively, (ivC) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banksbanks with capital exceeding $10,000,000,000 or (D) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment. Any interest and other income resulting from such investment shall become a part of the Payment Fund, and any amounts in excess of the aggregate amounts payable under this Article III shall be promptly returned to Parent (or its designee). To the extent that: (A) that there are any losses with respect to any investments of the Payment Fund; (B) such investments, or the Payment Fund diminishes for any reason below the level required for the Payment Paying Agent to promptly pay the make prompt 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 reasonpayment under this Article III, 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 such aggregate 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 2.7under this Article III.

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 Paying Agent, by wire transfer of immediately available funds, for payment to the holders of shares of Company Common Stock Shareholders pursuant to Section 2.72.6(a)(ii), an amount of cash equal sufficient to pay the aggregate consideration to which such holders of Company Common Stock Shareholders become entitled pursuant to Section 2.7 (the “Payment Fund”2.6(a)(ii); provided that, no such deposit shall be necessary in respect of Owned Company Shares or Dissenting Company Shares. 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 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 $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: (A) there are any No losses with respect to any investments of the Payment Fund; (B) Fund will diminish the rights of any Company Shareholders. If the Payment Fund diminishes is for any reason below the level required for the Payment Paying Agent to promptly pay the cash amounts contemplated by Section 2.7; 2.6(a)(ii) or (C) if 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 2.6(a)(ii) for any reason, Parent shallwill, or shall will cause the Surviving Corporation Company to, promptly replace or restore the amount of deposit additional 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 2.72.6(a)(ii). Any income from investment of the Payment Fund shall be the sole and exclusive property of the Surviving Company, and no part of such income shall accrue Table of Contents to the benefit of the Company Shareholders and will be payable to Parent or any Person as the Surviving Corporation as Parent Company directs. The Subject to Section 2.9(g), the Payment Fund shall not be used for any purpose other than the payment to holders of Company Common Stock Shareholders as contemplated by Section 2.72.6(a)(ii).

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.