Common use of Special Payment Procedures for DTC Clause in Contracts

Special Payment Procedures for DTC. Prior to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (x) if the Closing occurs at or prior to 11:30 am (New York time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the Closing Date an amount in cash in immediately available funds equal to number of Shares held of record by DTC or such nominee immediately prior to the Effective Time multiplied by the Per Share Merger Consideration (such amount, the “DTC Payment”), and (y) if the Closing occurs after 11:30 am (New York time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the first business day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment.

Special Payment Procedures for DTC. Prior to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure with the objective that (x) if the Closing Effective Time occurs at or prior to 11:30 am a.m. (New York time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the Closing Date an amount the Merger Consideration in cash in immediately available funds equal to number respect of Shares each Share held of record by DTC or such nominee immediately prior to the Effective Time multiplied by the Per Share Merger Consideration (such aggregate cash amount, the “DTC Cash Payment”), ) and (y) if the Closing Effective Time occurs after 11:30 am a.m. (New York time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the first business day Business Day after the Closing Date an amount in the DTC Cash Payment (with cash payment being delivered in immediately available funds equal to the DTC Paymentfunds).

Special Payment Procedures for DTC. Prior to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (x) if the Closing occurs at or prior to 11:30 am (New York time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the Closing Date an amount in cash in immediately available funds equal to the number of Shares held of record by DTC or such nominee immediately prior to the Effective Time multiplied by the Per Share Merger Consideration (such amount, the “DTC Payment”), and (y) if the Closing occurs after 11:30 am (New York time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the first business day Business Day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment.