Common use of Surrender of Certificates; Stock Transfer Books Clause in Contracts

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration to which holders of such Shares shall become entitled pursuant to Section 2.5. The paying agent agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. Prior to or promptly following the Offer Acceptance Time (but in any event on the same Business Day), Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section 1.1(b) and with the Paying Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section 2.5 (together, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, that such investments shall be (i) in obligations of or guaranteed by the United States of America, (ii) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition, or any combination of the foregoing, and in any such case, no such instrument shall have a maturity exceeding three months.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price funds to which holders of such Shares shares shall become entitled pursuant to Section Sections 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration funds to which holders of such Shares shares shall become entitled pursuant to Section 2.5. The paying agent agreement Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. Prior to At or promptly following the Offer Acceptance Time (but in any event on the same Business Day)Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section Sections 1.1(b) and (f), and with the Paying Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section 2.5 (together, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, provided that such investments shall be (i) in obligations of or guaranteed by the United States of America, (ii) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion billion, or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition, acquisition or any a combination of the foregoingforegoing and, and in any such case, no such instrument shall have a maturity exceeding three months.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price funds to which holders of such Shares shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration funds to which holders of such Shares shares shall become entitled pursuant to Section 2.5. The paying agent agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. Prior to Concurrently with or promptly following the Offer Acceptance Time (but in any event on the same Business Day)Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section 1.1(b) and with the Paying Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section 2.5 (together, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, provided that such investments shall be (i) in obligations of or guaranteed by the United States of America, (ii) America in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion billion, or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition, acquisition or any a combination of the foregoingforegoing and, and in any such case, no such instrument shall have a maturity exceeding three (3) months.

Surrender of Certificates; Stock Transfer Books. (a) Prior Not less than 3 Business Days prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price to which holders of such Shares shall become entitled pursuant to Section 1.1(b) and to act as an agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration consideration to which such holders of such Shares shall become entitled pursuant to Section 2.52.1(f) and Section 3.5(a)(iii). The paying agent agreement Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. Prior Immediately prior to or promptly following the Offer Acceptance Time (but in any event on the same Business Day)Time, Parent shall deposit, or shall cause to be deposited, with the Depository Paying Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section 1.1(b2.1(f) and with the Paying Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section 2.5 Merger Consideration and (togetheriv) (such deposits with the Paying Agent, collectively, the “Payment Fund”). The Payment Fund shall not be used for any purpose other purpose. The than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration; provided, however, the Payment Fund shall may be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, further, that such investments shall be (i1) in obligations of or guaranteed by the United States of America, (ii) America in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii2) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition, or any combination of the foregoing, and in any such case, no such instrument shall have a maturity exceeding three months.exceeding

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price funds to which holders of such Shares shares shall become entitled pursuant to Section Sections 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration funds to which holders of such Shares shares shall become entitled pursuant to Section 2.5. The paying agent agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. Prior to At or promptly following the Offer Acceptance Time (but in any event on the same Business Day)Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section 1.1(b) and (f), and with the Paying Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section 2.5 (together, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving CorporationParent; provided, that such investments shall be (i) in obligations of or guaranteed by the United States of America, (ii) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion billion, or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition, acquisition or any a combination of the foregoingforegoing and, and in any such case, no such instrument shall have a maturity exceeding three months.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Offer Price funds to which holders of such Shares shares shall become entitled pursuant to Section 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Merger Consideration funds to which holders of such Shares shares shall become entitled pursuant to Section 2.5. The paying agent agreement Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. Prior to At or promptly following the Offer Acceptance Time (but in any event on the same Business Day)Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section 1.1(b) and (f), and with the Paying Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section 2.5 (together, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, that such investments shall be (i) in obligations of or guaranteed by the United States of America, (ii) in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion billion, or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition, acquisition or any a combination of the foregoingforegoing and, and in any such case, no such instrument shall have a maturity exceeding three months.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares shares of Company Common Stock to receive the aggregate Offer Price funds to which holders of such Shares shares shall become entitled pursuant to Section 1.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares shares of Company Common Stock to receive the aggregate Merger Consideration funds to which holders of such Shares shares shall become entitled pursuant to Section 2.5. The paying agent agreement pursuant At or prior to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. Prior to or promptly following the Offer Acceptance Time (but in any event on the same Business Day)Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section 1.1(b) and with the Paying Payment Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section 2.5 (together, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, that such investments shall be (i) in obligations of or guaranteed by the United States of America, (ii) America in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion billion, or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition, acquisition or any a combination of the foregoingforegoing and, and in any such case, no such instrument shall have a maturity exceeding three (3) months.