Common use of Exchange of Company Shares Clause in Contracts

Exchange of Company Shares. (a) Prior to the First Effective Time, Parent shall enter into a customary exchange agreement in form reasonably acceptable to the Company with a nationally recognized financial institution designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”), and shall deposit with the Exchange Agent for the benefit of the holders of Company Shares, for exchange in accordance with this Article 2, through the Exchange Agent, book-entry shares representing the full number of whole Parent Shares issuable pursuant to Section 2.05 in exchange for outstanding Company Shares (disregarding for this purpose the proviso in Section 2.05(a)(ii)). Prior to the First Effective Time, Parent shall provide or shall cause to be provided to the Exchange Agent cash in an aggregate amount necessary to pay the Per Share Cash Amount in exchange for outstanding Company Shares pursuant to Section 2.05, and Parent shall, after the First Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such Parent Shares pursuant to Section 2.10(c) which had not theretofore been surrendered for exchange or been exchanged pursuant to Section 2.10(b)(ii) (such Parent Shares and cash provided to the Exchange Agent, together with any dividends or other distributions with respect thereto, are hereinafter referred to as the “Exchange Fund”). The Exchange Agent shall deliver the Merger Consideration to be issued pursuant to Section 2.05 out of the Exchange Fund. Except as provided in Section 2.10(h), the Exchange Fund shall not be used for any other purpose.

Exchange of Company Shares. (a) Prior to the First Effective Time, Parent shall enter into a customary deposit, or shall cause to be deposited, with an exchange agreement in form reasonably acceptable to the Company with a nationally recognized financial institution designated agent selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), and shall deposit with the Exchange Agent for the benefit of the holders of Company Shares, for exchange (i) immediately prior to the Effective Time, certificates (or at Parent’s option, evidence of non-certificated shares of Parent Preferred Stock in accordance with this Article 2, through the Exchange Agent, book-entry shares representing the full number of whole form (“Book Entry Parent Shares issuable pursuant to Section 2.05 in exchange for outstanding Company Shares (disregarding for this purpose the proviso in Section 2.05(a)(iiStock”)). Prior to , constituting at least the First Effective Time, Parent shall provide or shall cause to be provided to the Exchange Agent cash in an aggregate amount amounts necessary to pay for the Per Share Cash Amount in exchange for outstanding Company Shares pursuant Merger Consideration and (ii) as necessary from time to Section 2.05, and Parent shall, time after the First Effective Time on the appropriate payment dateTime, if applicable, provide any cash and dividends or cause other distributions with respect to the shares of Parent Preferred Stock to be provided issued or to be paid pursuant to Section 2.3(d), in exchange for Company Shares outstanding immediately prior to the Exchange Agent Effective Time, deliverable pursuant to this Article II (such cash, certificates for shares of Parent Preferred Stock and evidence of Book Entry Parent Stock, together with the amount of any dividends or other distributions payable on such Parent Shares pursuant to Section 2.10(c) which had not theretofore been surrendered for exchange or been exchanged pursuant to Section 2.10(b)(ii) (such Parent Shares and cash provided to the Exchange Agent, together with any dividends or other distributions this Article II with respect thereto, are hereinafter referred to as in the aggregate, the “Exchange Fund”). The Exchange Agent shall deliver invest the Merger Consideration to cash available in the Exchange Fund as directed by Parent; provided that such investments shall be issued pursuant to Section 2.05 out in obligations, funds or accounts typical for (including having liquidity typical for) transactions of this nature. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 2.2(a) shall be promptly returned to Parent. Except The Exchange Agent shall also act as provided the agent for the shareholders of the Company, Yatra USA and/or Yatra India for the purpose of receiving and holding their share certificates in Section 2.10(hrespect of the Shares (each, a “Certificate”) (if any), the Exchange Fund shall not be used for any other purpose.