Common use of Company Common Stock Clause in Contracts

Company Common Stock. Promptly after the First Merger Effective Time, Parent shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the First Merger Effective Time represented outstanding Company Common Shares (the “Common Certificates”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Common Shares”) and whose Company Common Shares were converted pursuant to Section 2.1(a) into the right to receive the Per Common Share Merger Consideration (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Common Certificates (or affidavits of loss in lieu thereof) or transfer of the Book-Entry Common Shares to the Exchange Agent and which shall otherwise be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Common Certificates (or affidavits of loss in lieu thereof) or Book-Entry Common Shares in exchange for payment of the Per Common Share Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6. Upon (i) surrender to the Exchange Agent or to such other agent or agents as may be appointed by Parent of a Common Certificate for cancellation (or an affidavit of loss in lieu thereof) or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of a Book-Entry Common Share, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Common Certificate or Book-Entry Common Share shall be entitled to receive in exchange therefor the Per Common Share Merger Consideration in respect of each share of Company Common Stock formerly represented by such Common Certificate or Book-Entry Common Share pursuant to the provisions of this Article II, including any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6. The Parent Common Stock constituting part of the Per Common Share Merger Consideration shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Company Common Stock or is otherwise required under applicable Law. The Exchange Agent shall accept such Common Certificates (or affidavits of loss in lieu thereof) or Book-Entry Common Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Per Common Share Merger Consideration is to be made to a Person other than the Person in whose name the Company Common Stock surrendered in exchange therefor is registered, it shall be a condition precedent of payment that either the Common Certificate so surrendered shall be properly endorsed or such Common Certificate (or affidavit of loss in lieu thereof) shall otherwise be in proper form for the transfer or such Book-Entry Common Share shall be properly transferred. Until surrendered as contemplated by this Section 2.2, each Common Certificate and Book-Entry Common Share shall be deemed at any time after the First Merger Effective Time to represent only the right to receive the applicable Per Common Share Merger Consideration as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f), without interest thereon. The issuance or payment of the Per Common Share Merger Consideration and the payment of any Fractional Share Consideration pursuant to Section 2.6 in respect of Parent Common Stock in accordance with this Agreement shall be deemed issued and paid in full satisfaction of all rights pertaining to such Company Common Stock (other than the right to receive dividends or other distributions, if any, in accordance with Section 2.2(f)).

Company Common Stock. Promptly after At the First Merger Effective Time, Parent shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the First Merger Effective Time represented outstanding Company Common Shares (the “Common Certificates”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Common Shares”) and whose Company Common Shares were converted pursuant to Section 2.1(a) into the right to receive the Per Common Share Merger Consideration (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon delivery virtue of the Common Certificates Merger and without any action on the part of any holder thereof (or affidavits of loss in lieu thereof) or transfer of the Book-Entry Common Shares but subject to the Exchange Agent and which shall otherwise be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Common Certificates (or affidavits of loss in lieu thereof) or Book-Entry Common Shares in exchange for payment of the Per Common Share Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6. Upon (i) surrender to the Exchange Agent or to such other agent or agents as may be appointed by Parent of a Common Certificate for cancellation (or an affidavit of loss in lieu thereof) or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of a Book-Entry Common Share, together with a letter of transmittal duly completed and validly executed adjustment in accordance with the instructions theretoprovisions of Section 2.1(c)(viii)), and such other documents as may be required pursuant to such instructions, the holder of such Common Certificate or Book-Entry Common Share shall be entitled to receive in exchange therefor the Per Common Share Merger Consideration in respect of each share of Company Common Stock formerly represented by such Common Certificate or Book-Entry Common Share pursuant (other than Dissenting Shares and Excluded Shares) that is issued and outstanding immediately prior to the provisions of this Article II, including any Fractional Share Consideration that such holder has Effective Time shall be converted into and shall thereafter represent the right to receive pursuant the combination of (x) $15.60 in cash (the “Per Share Cash Amount”) and (y) 0.4778 (the “Exchange Ratio”) Parent ADSs duly and validly issued against the deposit of an equal number of Class A Ordinary Shares in accordance with the Deposit Agreement (the “Per Share Stock Amount”) (such combination of consideration identified in clauses (x) and (y), and subject to the provisions following proviso, the “Merger Consideration”) ; provided, however, that, if determined by Parent in its reasonable discretion prior to the mailing of Section 2.6. The Parent Common Stock constituting part the Proxy Statement/Prospectus as necessary or advisable to comply with the UK Prospectus Rules, each Cash-Only Share shall receive, in lieu of the Per Common Share Stock Amount, an additional amount in cash equal to the product of (x) the Final Parent Stock Price times (y) the Exchange Ratio, rounded to the nearest whole cent (the “Per Share Cash-Only Additional Cash Amount”). At the Effective Time, by virtue of the Merger Consideration shall be in uncertificated book-entry formand without any action on the part of any holder thereof, unless a physical certificate is requested by a holder all shares of Company Common Stock or is otherwise required under applicable Law. The Exchange Agent shall accept such Common Certificates (or affidavits of loss in lieu thereof) or Book-Entry Common Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Per Common Share Merger Consideration is cease to be made outstanding and shall be canceled and retired and shall cease to a Person other than exist, and each certificate and uncertificated book entry that immediately prior to the Person in whose name the Effective Time represented any shares of Company Common Stock surrendered in exchange therefor is registered(other than Dissenting Shares and Excluded Shares) (as applicable, it shall be a condition precedent of payment that either the Common Certificate so surrendered shall be properly endorsed “Company Certificate” or such Common Certificate (or affidavit of loss in lieu thereof“Book Entry Share”) shall otherwise be in proper form for the transfer or such Book-Entry Common Share shall be properly transferred. Until surrendered as contemplated by this Section 2.2, each Common Certificate and Book-Entry Common Share shall be deemed at any time after the First Merger Effective Time to thereafter represent only the right to receive the applicable Per Common Share Merger Consideration as contemplated by this Article II, including any amount payable in with respect to the shares of Fractional Share Consideration in accordance with Section 2.6Company Common Stock formerly represented thereby, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f), without interest thereon. The issuance or payment of to which the Per Common Share Merger Consideration and the payment of any Fractional Share Consideration holders thereof are entitled pursuant to Section 2.6 in respect 2.2(c). For purposes of Parent Common Stock in accordance with this Agreement shall be deemed issued and paid in full satisfaction Agreement, each of all rights pertaining to such Company Common Stock (other than the right to receive dividends or other distributions, if any, in accordance with Section 2.2(f)).following terms has the meaning set forth below:

Company Common Stock. Promptly (i) As soon as reasonably practicable after the First Merger Effective TimeClosing Date, Parent shall cause the Exchange Agent to shall mail (and make available for collection by hand) or otherwise deliver to each holder of record of a certificate or certificates which immediately prior to the First Merger Effective Time represented outstanding Company Common Shares (the “Common Certificates”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Common Shares”) and Shareholder whose Company Common Stock was converted into Surviving Corporation Shares were converted pursuant to Section 2.1(a) into and who has the right to receive the Per Common Share Merger Consideration hereunder: (iA) a letter of transmittaltransmittal (the "Letter of Transmittal"), which shall specify that delivery shall be effectedthat, and in respect of any Certificate, risk of loss and title shall pass, pass only upon delivery of the Common Certificates receipt thereof (or affidavits of loss an affidavit in lieu thereofaccordance with Section 3.5) or transfer by the Exchange Agent or, in the case of the Book-Entry Common Shares Shares, upon adherence to the Exchange Agent procedures set forth in the Letter of Transmittal, and which shall otherwise be in such form and have such other customary provisions as Parent and the Company may reasonably specify specify, (B) any notice required pursuant to the MIBCA, and (iiC) instructions for use in effecting the surrender of the Certificates or transfer of the Book-Entry Shares, as applicable, held by such Company Common Certificates (Shareholder. In the event a Company Common Shareholder does not deliver to the Exchange Agent a duly executed and completed Letter of Transmittal and does not deliver the Certificate(s) or affidavits surrender the Book-Entry Shares held by such Company Common Shareholder, such Person shall not be entitled to receive the Per Share Merger Consideration relating to such Certificate or Book-Entry Share unless and until such Person delivers a duly executed and completed Letter of loss in lieu thereofTransmittal and Certificate(s) or Book-Entry Common Shares in exchange for payment of the Per Common Share Merger Consideration, including any amount payable in respect of Fractional Share Consideration (or an affidavit in accordance with Section 2.6. Upon (i) surrender 3.5), as applicable, to the Exchange Agent or to such other agent or agents as may be appointed by Parent Agent. Exchange of a Common Certificate for cancellation (or an affidavit of loss in lieu thereof) or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of a any Book-Entry Common Share, together with a letter of transmittal duly completed and validly executed Shares shall be effected in accordance with the instructions thereto, and such other documents as may be required pursuant Exchange Agent's customary procedures with respect to such instructions, the holder of such Common Certificate or Book-Entry Common Share shall be entitled to receive in exchange therefor the Per Common Share Merger Consideration in respect of each share of Company Common Stock formerly securities represented by such Common Certificate or Book-Entry Common Share pursuant to the provisions of this Article II, including any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6. The Parent Common Stock constituting part of the Per Common Share Merger Consideration shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Company Common Stock or is otherwise required under applicable Law. The Exchange Agent shall accept such Common Certificates (or affidavits of loss in lieu thereof) or Book-Entry Common Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Per Common Share Merger Consideration is to be made to a Person other than the Person in whose name the Company Common Stock surrendered in exchange therefor is registered, it shall be a condition precedent of payment that either the Common Certificate so surrendered shall be properly endorsed or such Common Certificate (or affidavit of loss in lieu thereof) shall otherwise be in proper form for the transfer or such Book-Entry Common Share shall be properly transferredbook entry. Until surrendered as contemplated by this Section 2.23.3(b), each Common Certificate and or Book-Entry Common Share shall be deemed at any time after the First Merger Effective Time to represent only the right to receive upon such surrender the applicable Per Common Share Merger Consideration as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f), without interest thereon. The issuance or payment of the Per Common Share Merger Consideration and the payment of any Fractional Share Consideration pursuant to Section 2.6 in respect of Parent Common Stock in accordance with 3.1(a) and this Agreement shall be deemed issued and paid in full satisfaction of all rights pertaining to such Company Common Stock (other than the right to receive dividends or other distributions, if any, in accordance with Section 2.2(f))3.3.

Company Common Stock. Promptly after the First Merger Effective Time, Parent shall cause the Exchange Agent to mail (Each share of Company Common Stock issued and make available for collection by hand) to each holder of record of a certificate or certificates which outstanding immediately prior to the First Merger Effective Time represented outstanding (other than any Company Common Shares (the “Common Certificates”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Common Shares”Stock to be canceled in accordance with Section 2.3(a) and whose Company Common Shares were other than Appraisal Rights Shares) shall be converted pursuant to Section 2.1(a) into and represent the right to receive an amount of cash (rounded to the Per Common Share Merger Consideration nearest cent), without interest, equal to the sum of (i) the Per Share Initial Common Equity Consideration and (ii) the Per Share Additional Common Equity Consideration, if any (any such Per Share Additional Common Equity Consideration shall be paid to the holders of Company Common Stock at such time following the Closing as provided herein); provided, however, the Paying Agent shall not deliver to a holder of Company Common Stock any cash for such holder’s outstanding Company Common Stock until such holder has delivered to the Paying Agent a letter of transmittal, which transmittal that shall be in a form reasonably agreed to by Parent and the Company and that shall specify that delivery shall be effected, and risk of loss and title to the pertinent securities shall pass, only upon actual delivery of the Stock Certificates and Company Common Certificates (Stock Surrender Forms or affidavits of loss in lieu thereof) or transfer of Company Preferred Stock Surrender Forms, as the Book-Entry Common Shares case may be, to the Exchange Agent and which shall otherwise be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Common Certificates (or affidavits of loss in lieu thereof) or Book-Entry Common Shares in exchange for payment of the Per Common Share Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6. Upon (i) surrender to the Exchange Agent or to such other agent or agents as may be appointed by Parent of a Common Certificate for cancellation (or an affidavit of loss in lieu thereof) or (ii) receipt of an “agent’s message” by the Exchange Paying Agent (or a “Letter of Transmittal”) and Company Common Stock Surrender Forms to accompany the certificates for such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of a Book-Entry Common Share, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Common Certificate or Book-Entry Common Share shall be entitled to receive in exchange therefor the Per Common Share Merger Consideration in respect of each share shares of Company Common Stock formerly represented by such Common Certificate or Book-Entry Common Share pursuant to the provisions of this Article IIStock; and provided, including any Fractional Share Consideration further, that such holder has the right to receive pursuant to the provisions of Section 2.6. The Parent Common Stock constituting part of the Per Common Share Merger Consideration shall be in uncertificated book-entry form, unless a physical certificate is requested by if a holder of Company Common Stock or is otherwise required under applicable Law. The Exchange has not delivered to the Paying Agent shall accept such Common Certificates (or affidavits Letter of loss in lieu thereof) or Book-Entry Common Shares upon compliance with such reasonable terms Transmittal and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Per Common Share Merger Consideration is to be made to a Person other than the Person in whose name the Company Common Stock surrendered in exchange therefor is registeredSurrender Forms at Closing, it the Paying Agent shall be a condition precedent of payment that either the Common Certificate so surrendered shall be properly endorsed or hold such Common Certificate (or affidavit of loss in lieu thereof) shall otherwise be in proper form for the transfer or amount and not pay such Book-Entry Common Share shall be properly transferred. Until surrendered as contemplated by this Section 2.2, each Common Certificate and Book-Entry Common Share shall be deemed at any time after the First Merger Effective Time to represent only the right to receive the applicable Per Common Share Merger Consideration as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f), without interest thereon. The issuance or payment of the Per Common Share Merger Consideration and the payment of any Fractional Share Consideration pursuant to Section 2.6 in respect of Parent Common Stock in accordance with this Agreement shall be deemed issued and paid in full satisfaction of all rights pertaining to such holder of Company Common Stock (other than the right to receive dividends or other distributions, if any, in accordance with Section 2.2(f))until such Letter of Transmittal and Company Common Stock Surrender Forms are delivered.

Company Common Stock. Promptly after the First Merger Effective Time, Parent shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which No later than immediately prior to the First Merger Effective Time represented outstanding of the First Merger, the Company shall have modified the terms of applicable Contracts pertaining to the Unvested Company Shares set forth in Schedule 2.4(b)(iii) of the Company Disclosure Letter to provide for full accelerated vesting of such Unvested Company Shares, such that all repurchase options, vesting schedules or forfeiture or repurchase conditions provided for in such Contracts shall have been terminated in their entirety and that none of such shares of Company Common Stock shall constitute Unvested Company Shares (as of immediately prior to the “Common Certificates”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Common Shares”) and whose Company Common Shares were converted pursuant to Section 2.1(a) into the right to receive the Per Common Share Merger Consideration (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon delivery Effective Time of the Common Certificates (or affidavits First Merger. Subject to the terms and conditions of loss in lieu thereof) or transfer this Agreement, at the Effective Time of the Book-Entry Common Shares to the Exchange Agent and which shall otherwise be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Common Certificates (or affidavits of loss in lieu thereof) or Book-Entry Common Shares in exchange for payment of the Per Common Share Merger ConsiderationFirst Merger, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6. Upon (i) surrender to the Exchange Agent or to such other agent or agents as may be appointed by Parent of a Common Certificate for cancellation (or an affidavit of loss in lieu thereof) or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of a Book-Entry Common Share, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Common Certificate or Book-Entry Common Share shall be entitled to receive in exchange therefor the Per Common Share Merger Consideration in respect of each share of Company Common Stock formerly represented by (including Company Common Stock issued upon conversion of Company Series A Stock and exercise of Company Options before the Effective Time of the First Merger in accordance with Applicable Law, the Company’s Certificate of Incorporation and applicable Contracts, each as in effect on the date of such Common Certificate conversion or Book-Entry Common Share pursuant exercise) that is issued and outstanding immediately prior to the provisions Effective Time of this Article IIthe First Merger shall, including by virtue of the First Merger and without the need for any Fractional Share Consideration that such further action on the part of the holder has thereof (except as expressly provided herein), be converted into and represent the right to receive pursuant (1) a number of shares of Acquiror Common Stock equal to the Initial Stock Conversion Number and (2) an amount of cash, without interest, equal to the Initial Cash Conversion Number. The amount of cash each Company Stockholder is entitled to receive for the shares of Company Common Stock held by such Company Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Company Common Stock held by such Company Stockholder. The preceding provisions of this Section 2.4(b)(iii) are subject to the provisions of Section 2.6. The Parent Common Stock constituting part 2.4(b)(v) (regarding the delivery of the Per Common Share Merger Consideration shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Company Common Stock or is otherwise required under applicable Law. The Exchange Agent shall accept such Common Certificates (or affidavits of loss cash in lieu thereof) or Book-Entry Common Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Per Common Share Merger Consideration is to be made to a Person other than the Person in whose name the Company Common Stock surrendered in exchange therefor is registered, it shall be a condition precedent of payment that either the Common Certificate so surrendered shall be properly endorsed or such Common Certificate (or affidavit of loss in lieu thereof) shall otherwise be in proper form for the transfer or such Book-Entry Common Share shall be properly transferred. Until surrendered as contemplated by this Section 2.2, each Common Certificate and Book-Entry Common Share shall be deemed at any time after the First Merger Effective Time to represent only the right to receive the applicable Per Common Share Merger Consideration as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.2(ffractional shares), without interest thereon. The issuance or payment Section 2.4(c) (regarding rights of holders of Dissenting Shares), Section 2.4(e) (regarding the Per Common Share Merger Consideration continuation of vesting and repurchase rights), Section 2.7 (regarding the payment withholding of any Fractional Share Consideration pursuant to General Escrow Shares and General Escrow Cash) and Section 2.6 in respect 2.8 (regarding the withholding of Parent Common Stock in accordance with this Agreement shall be deemed issued IP Escrow Shares and paid in full satisfaction of all rights pertaining to such Company Common Stock (other than the right to receive dividends or other distributions, if any, in accordance with Section 2.2(f)IP Escrow Cash).

Company Common Stock. Promptly (i) As soon as reasonably practicable after the First Merger Effective TimeClosing Date, Parent shall cause the Exchange Agent to shall mail (and make available for collection by hand) or otherwise deliver to each holder of record of a certificate or certificates which immediately prior to the First Merger Effective Time represented outstanding Company Common Shares (the “Common Certificates”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Common Shares”) and Shareholder whose Company Common Stock was converted into Surviving Corporation Shares were converted pursuant to Section 2.1(a) into and who has the right to receive the Per Common Share Merger Consideration hereunder: (iA) a letter of transmittaltransmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effectedthat, and in respect of any Certificate, risk of loss and title shall pass, pass only upon delivery of the Common Certificates receipt thereof (or affidavits of loss an affidavit in lieu thereofaccordance with Section 3.5) or transfer by the Exchange Agent or, in the case of the Book-Entry Common Shares Shares, upon adherence to the Exchange Agent procedures set forth in the Letter of Transmittal, and which shall otherwise be in such form and have such other customary provisions as Parent and the Company may reasonably specify specify, (B) any notice required pursuant to the MIBCA, and (iiC) instructions for use in effecting the surrender of the Certificates or transfer of the Book-Entry Shares, as applicable, held by such Company Common Certificates (Shareholder. In the event a Company Common Shareholder does not deliver to the Exchange Agent a duly executed and completed Letter of Transmittal and does not deliver the Certificate(s) or affidavits surrender the Book-Entry Shares held by such Company Common Shareholder, such Person shall not be entitled to receive the Per Share Merger Consideration relating to such Certificate or Book-Entry Share unless and until such Person delivers a duly executed and completed Letter of loss in lieu thereofTransmittal and Certificate(s) or Book-Entry Common Shares in exchange for payment of the Per Common Share Merger Consideration, including any amount payable in respect of Fractional Share Consideration (or an affidavit in accordance with Section 2.6. Upon (i) surrender 3.5), as applicable, to the Exchange Agent or to such other agent or agents as may be appointed by Parent Agent. Exchange of a Common Certificate for cancellation (or an affidavit of loss in lieu thereof) or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of a any Book-Entry Common Share, together with a letter of transmittal duly completed and validly executed Shares shall be effected in accordance with the instructions thereto, and such other documents as may be required pursuant Exchange Agent’s customary procedures with respect to such instructions, the holder of such Common Certificate or Book-Entry Common Share shall be entitled to receive in exchange therefor the Per Common Share Merger Consideration in respect of each share of Company Common Stock formerly securities represented by such Common Certificate or Book-Entry Common Share pursuant to the provisions of this Article II, including any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6. The Parent Common Stock constituting part of the Per Common Share Merger Consideration shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Company Common Stock or is otherwise required under applicable Law. The Exchange Agent shall accept such Common Certificates (or affidavits of loss in lieu thereof) or Book-Entry Common Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Per Common Share Merger Consideration is to be made to a Person other than the Person in whose name the Company Common Stock surrendered in exchange therefor is registered, it shall be a condition precedent of payment that either the Common Certificate so surrendered shall be properly endorsed or such Common Certificate (or affidavit of loss in lieu thereof) shall otherwise be in proper form for the transfer or such Book-Entry Common Share shall be properly transferredbook entry. Until surrendered as contemplated by this Section 2.23.3(b), each Common Certificate and or Book-Entry Common Share shall be deemed at any time after the First Merger Effective Time to represent only the right to receive upon such surrender the applicable Per Common Share Merger Consideration as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f), without interest thereon. The issuance or payment of the Per Common Share Merger Consideration and the payment of any Fractional Share Consideration pursuant to Section 2.6 in respect of Parent Common Stock in accordance with 3.1(a) and this Agreement shall be deemed issued and paid in full satisfaction of all rights pertaining to such Company Common Stock (other than the right to receive dividends or other distributions, if any, in accordance with Section 2.2(f))3.3.

Company Common Stock. Promptly after Subject to the First Merger provisions of this -------------------- Section 2.01, each share of common stock, $.01 par value per share, of the Company ("Company Common Stock") issued and outstanding immediately prior -------------------- to the Effective TimeTime (other than any shares of Company Common Stock to be canceled pursuant to Section 2.01(c) or any Company Dissenting Shares (as defined in Article X)), Parent shall cause be converted, subject to Section 2.01(a)(iv) and Section 2.02(e), into the right to receive, at the election of the holder thereof, either (A) the Common Stock Cash Amount (as defined in Article X), or (B) one share of Class A common stock, par value $.01 per share, of Acquiror ("Acquiror Common Stock") multiplied by the Common Stock --------------------- Exchange Agent to mail Ratio (and make available for collection by hand) to each as defined in Article X). Each record holder of record shares of a certificate or certificates which Company Common Stock immediately prior to the First Merger Effective Time represented outstanding will be entitled to elect to receive either cash pursuant to the Common Stock Cash Amount (such election being referred to herein as a "Cash Election" and ------------- such shares being referred to herein as "Cash Election Shares") or Acquiror -------------------- Common Stock pursuant to the Common Stock Exchange Ratio for each such share of Company Common Shares Stock. All such elections must be made on a form designated for that purpose by Acquiror (a "Form of Election") that must be ---------------- delivered to Acquiror after the “Common Certificates”effectiveness of the Registration Statement (as defined in Section 6.01(a)), unless otherwise permitted by Law, and prior to the third (3rd) or non-certificated business day preceding the Scheduled Closing Date. If Acquiror does not receive a Form of Election from a holder of shares of Company Common Shares represented by book-entry Stock prior to the third (“Book-Entry 3rd) business day preceding the Scheduled Closing Date, then such holder shall be deemed to have elected to receive Acquiror Common Shares”) and whose Stock for all shares of Company Common Shares were converted pursuant Stock owned by such holder. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Forms of Election, -------------- provided such Representative certifies that each such Form of Election covers all the shares of Company Common Stock held by such Representative for a particular beneficial owner. All such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to Section 2.1(a) into exist, and each certificate previously representing any such shares shall thereafter represent the right to receive the Per Acquiror Common Share Merger Consideration (i) a letter Stock and/or cash into which such shares were converted in the Merger. No fractional share of transmittal, which shall specify that delivery Acquiror Common Stock shall be effectedissued, and risk of loss and title shall passand, only upon delivery of the Common Certificates (or affidavits of loss in lieu thereof) or transfer of the Book-Entry Common Shares to the Exchange Agent and which shall otherwise be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Common Certificates (or affidavits of loss in lieu thereof) or Book-Entry Common Shares in exchange for , a cash payment of the Per Common Share Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6. Upon (i) surrender to the Exchange Agent or to such other agent or agents as may be appointed by Parent of a Common Certificate for cancellation (or an affidavit of loss in lieu thereof) or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of a Book-Entry Common Share, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Common Certificate or Book-Entry Common Share shall be entitled to receive in exchange therefor the Per Common Share Merger Consideration in respect of each share of Company Common Stock formerly represented by such Common Certificate or Book-Entry Common Share pursuant to the provisions of this Article II, including any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6. The Parent Common Stock constituting part of the Per Common Share Merger Consideration shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Company Common Stock or is otherwise required under applicable Law. The Exchange Agent shall accept such Common Certificates (or affidavits of loss in lieu thereof) or Book-Entry Common Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Per Common Share Merger Consideration is to be made to a Person other than the Person in whose name the Company Common Stock surrendered in exchange therefor is registered, it shall be a condition precedent of payment that either the Common Certificate so surrendered shall be properly endorsed or such Common Certificate (or affidavit of loss in lieu thereof) shall otherwise be in proper form for the transfer or such Book-Entry Common Share shall be properly transferred. Until surrendered as contemplated by this Section 2.2, each Common Certificate and Book-Entry Common Share shall be deemed at any time after the First Merger Effective Time to represent only the right to receive the applicable Per Common Share Merger Consideration as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f), without interest thereon. The issuance or payment of the Per Common Share Merger Consideration and the payment of any Fractional Share Consideration pursuant to Section 2.6 in respect of Parent Common Stock in accordance with this Agreement shall be deemed issued and paid in full satisfaction of all rights pertaining to such Company Common Stock (other than the right to receive dividends or other distributions, if any, in accordance with Section 2.2(f))2.02(e) hereof.

Company Common Stock. Promptly after At the First Effective Time, by virtue of the First Merger Effective Timeand without any action on the part of Parent, Parent shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the First Merger Effective Time represented outstanding Company Common Shares (the “Common Certificates”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Common Shares”) and whose Company Common Shares were converted pursuant to Section 2.1(a) into the right to receive the Per Common Share Sub I, Merger Consideration (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Common Certificates (or affidavits of loss in lieu thereof) or transfer of the Book-Entry Common Shares to the Exchange Agent and which shall otherwise be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Common Certificates (or affidavits of loss in lieu thereof) or Book-Entry Common Shares in exchange for payment of the Per Common Share Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6. Upon (i) surrender to the Exchange Agent or to such other agent or agents as may be appointed by Parent of a Common Certificate for cancellation (or an affidavit of loss in lieu thereof) or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of a Book-Entry Common Share, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsSub II, the holder of such Common Certificate Company, any Securityholder, or Book-Entry Common Share shall be entitled to receive in exchange therefor the Per Common Share Merger Consideration in respect of any other Person, each share of Company Common Stock formerly represented (excluding Cancelled Shares, which shall be treated in the manner set forth in Section 1.3(b)(iii), and Dissenting Shares, which shall be treated in the manner set forth in Section 1.3(b)(iv)) that is issued and outstanding and held by such Common Certificate or Book-Entry Common Share pursuant a Stockholder as of immediately prior to the provisions of this Article II, including any Fractional Share Consideration that such holder has First Effective Time shall be cancelled and converted automatically into the right to receive pursuant receive, upon the terms and subject to the conditions set forth in this Agreement (including the escrow and indemnification provisions of Section 2.6. The Parent Common Stock constituting part of set forth herein): (A) cash in an amount equal to the Per Common Share Merger Consideration shall Cash Consideration, less the portion of the Expense Fund Amount to be in uncertificated book-entry form, unless a physical certificate is requested by a withheld from the holder of such share of Company Common Stock or is otherwise required under applicable Law. The Exchange Agent shall accept such Common Certificates (or affidavits of loss in lieu thereof) or Book-Entry Common Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof respect thereto in accordance with normal exchange practices. If payment Section 2.3(i), (B) a number of shares of Parent Common Stock equal to the Per Common Share Merger Consideration is Stock Consideration, less the portion of the Reserved Amount to be made to a Person other than withheld from the Person in whose name the holder of such share of Company Common Stock surrendered in exchange therefor is registered, it shall be a condition precedent of payment that either the Common Certificate so surrendered shall be properly endorsed or such Common Certificate (or affidavit of loss in lieu thereof) shall otherwise be in proper form for the transfer or such Book-Entry Common Share shall be properly transferred. Until surrendered as contemplated by this Section 2.2, each Common Certificate and Book-Entry Common Share shall be deemed at any time after the First Merger Effective Time to represent only the right to receive the applicable Per Common Share Merger Consideration as contemplated by this Article II, including any amount payable in with respect of Fractional Share Consideration thereto in accordance with Section 2.62.3(h), and any dividends or other distributions on shares (C) the portion of Parent the Expense Fund Release Amount, if any, allocable to the holder of such share of Company Common Stock in accordance with Section 2.2(f2.3(i), without interest thereon. The issuance or payment (D) the number of the Per shares of Parent Common Share Merger Consideration and the payment of any Fractional Share Consideration Stock, if any, issuable pursuant to Section 2.6 in respect 2.4(e)(i), and (E) the number of Parent Reserved Shares, if any, released from the Reserved Pool and allocable to the holder of such share of Company Common Stock in accordance with Section 9.8; provided, that, with respect to the CEO, a number of shares of Parent Common Stock representing up to Seven Million Dollars ($7,000,000.00) of the Stock Consideration allocable to the CEO (based on the Parent Price) pursuant to the terms and conditions of this Agreement shall be deemed issued and paid subject to a redemption right in full satisfaction favor of all rights pertaining Parent, as set forth in that certain Redemption Right Agreement, dated on or about the date hereof. The right to delivery of the foregoing components of the Merger Consideration is subject to the surrender of the certificate representing such share of Company Common Stock and the execution and delivery of a Letter of Transmittal and a Lockup Agreement (other than if the right to receive dividends or other distributions, if any, in accordance with Section 2.2(f)holder of such share of Company Common Stock is an Employee as of the date of this Agreement).