Common use of Trust Funds; Liquidation Clause in Contracts

Trust Funds; Liquidation. (a) As of the date hereof, and at all times from the date hereof until the Closing Date, Paramount has and will have no less than $53,500,000 invested in U.S. government securities in a trust account at ▇▇▇▇▇▇ Brothers Inc. (the “Trust Account”), held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of October 21, 2005, between Paramount and the Trustee (the “Trust Agreement”). Upon consummation of the Closing and notice thereof to the Trustee, the Trust Account will terminate and the Trustee shall thereupon be obligated to release as promptly as practicable the funds held in the Trust Account to; or to the order of, Paramount. (b) Effective as of the Closing Date, the obligations of Paramount to dissolve or liquidate within a specified time period contained in Article Sixth of the Paramount Charter and Section 8.8 of the Underwriting Agreement will terminate, and effective as of the Closing Date, Paramount shall have no obligation whatsoever to dissolve and liquidate the assets of Paramount by reason of the consummation of the Closing and the other transactions contemplated by this Agreement and the other Transaction Agreements, and following the Closing, no Paramount stockholder shall be entitled to receive funds from the Trust Account except to the extent such stockholder votes against the approval of this Agreement and demands, contemporaneous with such vote, that Paramount convert such stockholder’s shares of Paramount Common Stock into cash pursuant to Article Sixth, paragraph B of the Paramount Charter and Section 8.8 of the Underwriting Agreement.

Trust Funds; Liquidation. (a) As of the date hereof, and at all times from the date hereof until the Closing Date, Paramount has and will have no less than $53,500,000 52,500,000 invested in U.S. government securities in a trust account at ▇▇▇▇▇▇ Brothers Inc. (the “"Trust Account”"), held in trust by Continental Stock Transfer & Trust Company (the “"Trustee”") pursuant to the Investment Management Trust Agreement, dated as of October 21, 2005, between Paramount and the Trustee (the “"Trust Agreement”"). Upon consummation of the Closing and notice thereof to the Trustee, the Trust Account will terminate and the Trustee shall thereupon be obligated to release as promptly as practicable the funds held in Closing Date Payment to BioValve and the Trust Account to; or Paramount Cash Contribution to the order ofCompany, Paramountin each case free and clear of any Liens. (b) Effective as of the Closing Date, the obligations of Paramount to dissolve or liquidate within a specified time period contained in Article Sixth of the Paramount Charter and Section 8.8 of the Underwriting Agreement will terminate, and effective as of the Closing Date, Paramount shall have no obligation whatsoever to dissolve and liquidate the assets of Paramount by reason of the consummation of the Closing and the other transactions contemplated by this Agreement and the other Transaction Agreements, and following the Closing, no Paramount stockholder shall be entitled to receive funds from the Trust Account except to the extent such stockholder votes against the approval of this Agreement and demands, contemporaneous with such vote, that Paramount convert such stockholder’s 's shares of Paramount Common Stock into cash pursuant to Article Sixth, paragraph B of the Paramount Charter and Section 8.8 of the Underwriting Agreement.