Common use of Certificated Shares Clause in Contracts

Certificated Shares. Promptly following the Effective Time (and in any event within one Business Day), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the consideration payable in respect thereof pursuant to Section 2.7, (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent (or affidavit of loss in lieu of a Certificate as provided in Section 2.11)); and (B) instructions for use in effecting the surrender of the Certificates in exchange for the consideration payable in respect thereof pursuant to Section 2.7. Upon surrender to the Payment Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 2.11) for cancellation, together with such letter of transmittal, duly completed and validly executed, in accordance with the terms of such materials and instructions, the holder of such Certificate will be entitled to receive in exchange for the number of shares represented by such Certificate (and Parent will cause the Payment Agent to pay and deliver in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share Price. The Certificate so surrendered will be cancelled. The Payment Agent will accept Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. No interest will be paid or accrued for the benefit of any holder of Certificates on the amount payable upon the surrender of such Certificates pursuant to this Section 2.9(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.7.

Certificated Shares. Promptly following the Effective Time (and in any event within one three Business DayDays), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the consideration payable in respect thereof pursuant to Section 2.72.9, (A) a letter of transmittal in customary form and reasonably acceptable to the Company (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent (or affidavit affidavits of loss in lieu of a Certificate thereof as provided in Section 2.112.13)); and (B) instructions for use in effecting the surrender of the Certificates in exchange for the consideration payable in respect thereof pursuant to Section 2.72.9. Upon surrender to the Payment Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 2.112.13) for cancellation, together with such letter of transmittal, duly completed and validly executed, in accordance with the terms of such materials and instructions, the holder of such Certificate will be entitled to receive in exchange for the number of shares represented by such Certificate (and Parent will cause the Payment Agent to pay and deliver in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share Price. The Certificate so surrendered will be cancelled. The Payment Agent will accept Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. No interest will be paid or accrued for the benefit of any holder of Certificates on the amount payable upon the surrender of such Certificates pursuant to this Section 2.9(c)(i2.11(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.72.9.

Certificated Shares. Promptly following the Effective Time (and in any event within one five Business DayDays), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock Shares were converted into the right to receive the consideration payable in respect thereof pursuant to Section 2.72.10, (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent (or affidavit of loss in lieu of a Certificate as provided in Section 2.11)Agent); and (B) instructions for use in effecting the surrender of the Certificates in exchange for the consideration payable in respect thereof pursuant to Section 2.72.10. Upon surrender to the Payment Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 2.112.14) for cancellation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Payment Agent in accordance with the terms of such materials and instructions, the holder of such Certificate will be entitled to receive in exchange for the number of shares represented by such Certificate (and Parent will cause the Payment Agent to pay and deliver in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock Shares represented by such Certificate by (2) the Per Share PricePrice (less any applicable withholding Taxes in respect thereof). The Certificate so surrendered will be cancelled. The Payment Agent will accept Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary normal exchange practices. No interest will be paid or accrued for the benefit of any holder of the Certificates on the amount payable upon the surrender of such Certificates pursuant to this Section 2.9(c)(i2.12(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.72.10.

Certificated Shares. Promptly following the Effective Time (and in any event within one Business Day), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the consideration payable in respect thereof pursuant to Section 2.7, (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent (or affidavit of loss in lieu of a Certificate as provided in Section 2.11)Agent); and (B) instructions for use in effecting the surrender of the Certificates in exchange for the consideration payable in respect thereof pursuant to Section 2.7. Upon surrender to the Payment Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 2.11) for cancellation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Payment Agent in accordance with the terms of such materials and instructions, the holder of such Certificate will be entitled to receive in exchange for the number of shares represented by such Certificate (and Parent will cause the Payment Agent to pay and deliver in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share PricePrice (less any applicable withholding Taxes payable in respect thereof). The Certificate so surrendered will be cancelled. The Payment Agent will accept Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary normal exchange practices. No interest will be paid or accrued for the benefit of any holder of the Certificates on the amount payable upon the surrender of such Certificates pursuant to this Section 2.9(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.7.

Certificated Shares. Promptly following the Effective Time (and in any event within one three (3) Business DayDays), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the consideration payable in respect thereof pursuant to Section 2.7, (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent (or affidavit affidavits of loss in lieu of a Certificate thereof as provided in Section 2.11)); and (B) instructions for use in effecting the surrender of the Certificates in exchange for the consideration payable in respect thereof pursuant to Section 2.7. Upon surrender to the Payment Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 2.11) for cancellation, together with such letter of transmittal, duly completed and validly executed, in accordance with the terms of such materials and instructions, the holder of such Certificate will be entitled to receive in exchange for the number of shares represented by such Certificate (and Parent will cause the Payment Agent to pay and deliver in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share Price. The Certificate so surrendered will be cancelled. The Payment Agent will accept Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. No interest will be paid or accrued for the benefit of any holder of Certificates on the amount payable upon the surrender of such Certificates pursuant to this Section 2.9(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.7.

Certificated Shares. Promptly following the Effective Time (and in any event within one Business Day), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the consideration payable in respect thereof pursuant to Section 2.7, (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent (or affidavit of loss in lieu of a Certificate as provided in Section 2.112.12)); and (B) instructions for use in effecting the surrender of the Certificates in exchange for the consideration payable in respect thereof pursuant to Section 2.7. Upon surrender to the Payment Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 2.112.12) for cancellation, together with such letter of transmittal, duly completed and validly executed, in accordance with the terms of such materials and instructions, the holder of such Certificate will be entitled to receive in exchange for the number of shares represented by such Certificate (and Parent will cause the Payment Agent to pay and deliver in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share Price. The Certificate so surrendered will be cancelled. The Payment Agent will accept Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. No interest will be paid or accrued for the benefit of any holder of Certificates on the amount payable upon the surrender of such Certificates pursuant to this Section 2.9(c)(i2.10(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.7.

Certificated Shares. Promptly following As promptly as practicable after the Effective Time (and in any event within one event, no later than five (5) Business DayDays after the Closing Date), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (of a certificate representing Shares as of immediately prior to the Effective Time) of Time (a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “CertificatesCertificate”) whose shares of Company Common Stock Shares were converted into the right to receive the consideration payable in respect thereof Merger Consideration pursuant to Section 2.7, this Agreement: (A) a letter of transmittal in customary form (form, which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will Certificate shall pass, only upon delivery of the Certificates to the Payment Agent Certificate (or affidavit of loss in lieu of a Certificate thereof in accordance with Section 2.02(e) to the Paying Agent) and shall otherwise be in such form and have such other provisions as provided in Section 2.11)); Parent may reasonably specify and (B) instructions for use in effecting the surrender of the Certificates Certificate in exchange for payment of the consideration payable in respect thereof pursuant to Section 2.7Merger Consideration. Upon surrender to the Payment Agent of a Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent, and upon delivery of a Certificate as provided in Section 2.11) for cancellation, together with such letter of transmittal, duly completed executed and validly executedin proper form, in accordance with the terms of respect to such materials and instructionsCertificate, the holder of such Certificate will shall be entitled to receive in exchange therefor the Merger Consideration for the number of shares each Share formerly represented by such Certificate (that such holder is entitled to receive pursuant to Section 2.01(c), and Parent will cause the Payment Agent to pay and deliver in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share Price. The Certificate so surrendered will shall forthwith be cancelled. The Payment Agent will accept Certificates upon compliance with In the event of a transfer of ownership of Shares that was not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name the Certificate so surrendered is registered; provided that it shall be a condition precedent of payment that (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any and all transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or shall have established to the reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. No interest will be satisfaction of Parent that such Taxes either have been paid or accrued for the benefit of any holder of Certificates on the amount payable upon the surrender of such Certificates pursuant are not required to this Section 2.9(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.7paid.

Certificated Shares. Promptly following As soon as practicable after the Merger Effective Time (and in any no event within one later than five (5) Business DayDays after the Merger Effective Time), Parent and the Surviving Corporation will Entity shall cause the Payment Paying Agent to mail to each holder of record (as of Person that was, immediately prior to the Merger Effective Time) , a holder of a certificate that immediately prior to the Effective Time represented outstanding record of shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) represented by certificates (the “Certificates”) whose shares of Company Common Stock ), which Certificated Shares were converted into the right to receive the consideration payable in respect thereof Merger Consideration at the Merger Effective Time pursuant to Section 2.7, this Agreement: (A) a letter of transmittal transmittal, which shall be in a customary form (which will reasonably acceptable to the Company and Parent prior to the Merger Effective Time and shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates to the Payment Agent Paying Agent, shall have a customary release of all claims against Parent, Merger Sub and the Company and their respective Affiliates arising out of or related to such holder’s ownership of shares of Company Common Stock (or affidavit a “Letter of loss in lieu of a Certificate as provided in Section 2.11)); Transmittal”) and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the consideration payable in respect thereof pursuant applicable Merger Consideration, the forms of which Letter of Transmittal and instructions shall be subject to Section 2.7the reasonable approval of the Company and Parent prior to the Merger Effective Time. Upon surrender to the Payment Agent of a Certificate (or affidavit of loss in lieu thereof) to the Paying Agent or to such other agent or agents as may be appointed in writing by Mxxxxx Sub, and upon delivery of a Certificate as provided in Section 2.11) for cancellation, together with such letter Letter of transmittalTransmittal, duly completed executed and validly executedin proper form, in accordance with the terms of respect to such materials and instructionsCertificates, the holder of such Certificate will Certificates shall be entitled to receive receive, in exchange therefor, the Merger Consideration out of the Exchange Fund for the number of shares represented by such Certificate (and Parent will cause the Payment Agent to pay and deliver in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares each share of Company Common Stock formerly represented by such Certificate by Certificates (2) the Per Share Price. The after giving effect to any required Tax withholdings as provided in Section 3.4), and any Certificate so surrendered will shall forthwith be cancelledcanceled. The Payment Agent will accept Certificates upon compliance with If payment of the applicable Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such reasonable terms payment shall have paid any Transfer Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and conditions as shall have established to the Payment Agent may impose satisfaction of the Surviving Entity that such Taxes either have been paid or are not required to cause an orderly exchange thereof in accordance with customary exchange practicesbe paid. No interest will be paid or accrued for the benefit of on any holder of Certificates on the amount payable upon the due surrender of such Certificates pursuant to this Section 2.9(c)(i)the Certificates. Until so surrenderedsurrendered as contemplated hereby, the Certificates will each Certificate shall be deemed from and at any time after the Merger Effective Time to evidence represent only the right to receive the consideration payable in respect thereof pursuant to Section 2.7Merger Consideration as contemplated by this Agreement, except for shares of Excluded Stock.

Certificated Shares. Promptly following As promptly as practicable after the Effective Time (and but in any no event within one later than the second (2nd) Business DayDay following the Effective Time), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Certificate whose Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the consideration payable in respect thereof Merger Consideration pursuant to Section 2.7, this Agreement (A) a letter of transmittal in customary form (agreed to by Parent and the Company prior to the Effective Time), which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates to the Payment Agent (or affidavit affidavits of loss in lieu of a Certificate as provided thereof in accordance with Section 2.112.02(e))) to the Paying Agent; and (B) instructions for use in effecting the surrender of the Certificates in exchange for payment of the consideration payable in respect thereof pursuant to Section 2.7Merger Consideration. Upon surrender to the Payment Agent of a Certificate any Certificates (or affidavit affidavits of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent, if applicable, and upon delivery of a Certificate as provided in Section 2.11) for cancellation, together with such letter of transmittal, duly completed executed and validly executedin proper form, in accordance with the terms of respect to such materials and instructionsCertificates, the holder of such Certificate will Certificates shall be entitled to receive in exchange for therefor the number portion of shares the Aggregate Common Stock Consideration into which the Shares formerly represented by such Certificate (Certificates were converted pursuant to Section 2.01, and Parent will cause the Payment Agent Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made and Merger Consideration may be issued to pay and deliver a person other than the person in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to whose name the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share Price. The Certificate so surrendered will be cancelled. The Payment is registered, if such Certificate is properly endorsed or is otherwise in proper form for transfer, as reasonably determined by the Paying Agent will accept Certificates upon compliance with and Parent, and the person requesting such payment either pays to the Paying Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate so surrendered or establishes to the reasonable terms and conditions as satisfaction of the Payment Paying Agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. No interest will be that such Taxes either have been paid or accrued for the benefit of any holder of Certificates on the amount payable upon the surrender of such Certificates pursuant are not required to this Section 2.9(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.7paid.

Certificated Shares. Promptly following As promptly as practicable after the Effective Time (and but in any no event within one later than the second (2nd) Business DayDay following the Effective Time), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Certificate whose Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the consideration payable in respect thereof Merger Consideration pursuant to Section 2.7, the Agreement: (A) a letter of transmittal in customary form (agreed to by Parent and the Company prior to the Effective Time), which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates to the Payment Agent (or affidavit affidavits of loss in lieu of a Certificate as provided thereof in accordance with Section 2.112.02(e))) to the Paying Agent; and (B) instructions for use in effecting the surrender of the Certificates in exchange for payment of the consideration payable in respect thereof pursuant to Section 2.7Merger Consideration. Upon surrender to the Payment Agent of a Certificate any Certificates (or affidavit affidavits of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent, if applicable, and upon delivery of a Certificate as provided in Section 2.11) for cancellation, together with such letter of transmittal, duly completed executed and validly executedin proper form, in accordance with respect to such Certificates and such other documents as may be customarily required by the terms of such materials and instructionsPaying Agent, the holder of such Certificate will Certificates shall be entitled to receive in exchange for therefor the number portion of shares the Aggregate Common Stock Consideration into which the Shares formerly represented by such Certificate (Certificates were converted pursuant to Section 2.01, and Parent will cause the Payment Agent Certificates so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made and Merger Consideration may be paid to pay and deliver a person other than the person in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to whose name the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share Price. The Certificate so surrendered will be cancelled. The Payment is registered, if such Certificate is properly endorsed or is otherwise in proper form for transfer and the person requesting such payment either pays to the Paying Agent will accept Certificates upon compliance with any transfer and other similar Taxes (as defined in the Agreement) required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate so surrendered or establishes to the reasonable satisfaction of the Paying Agent that such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. No interest will be Taxes either have been paid or accrued for the benefit of any holder of Certificates on the amount payable upon the surrender of such Certificates pursuant are not required to this Section 2.9(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.7paid.

Certificated Shares. Promptly following As promptly as practicable after the Effective Time (and but in any no event within one later than the second Business DayDay following the Effective Time), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Certificate whose Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the consideration payable in respect thereof Merger Consideration pursuant to Section 2.7, this Agreement: (A) a letter of transmittal in customary form (agreed to by Parent and the Company prior to the Effective Time), which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates to the Payment Agent (or affidavit affidavits of loss in lieu of a Certificate as provided thereof in accordance with Section 2.112.02(e)); ) to the Paying Agent and (B) instructions for use in effecting the surrender of the Certificates in exchange for the consideration payable in respect thereof pursuant to Section 2.7Merger Consideration. Upon surrender to the Payment Agent of a Certificate any Certificates (or affidavit affidavits of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent, if applicable, and upon delivery of a Certificate as provided in Section 2.11) for cancellation, together with such letter of transmittal, duly completed executed and validly executedin proper form, in accordance with the terms of respect to such materials and instructionsCertificates, the holder of such Certificate will Certificates shall be entitled to receive in exchange for therefor the number of shares Merger Consideration into which the Shares formerly represented by such Certificate (Certificates were converted pursuant to Section 2.01, and Parent will cause the Payment Agent Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made and Merger Consideration may be issued to pay and deliver a person other than the person in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to whose name the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share Price. The Certificate so surrendered will be cancelled. The Payment is registered, if such Certificate is properly endorsed or is otherwise in proper form for transfer and the person requesting such payment either pays to the Paying Agent will accept Certificates upon compliance with any transfer and other similar Taxes required by reason of the payment of the Merger Consideration or any other Merger Consideration to a person other than the registered holder of the Certificate so surrendered or establishes to the reasonable satisfaction of the Paying Agent that such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. No interest will be Taxes either have been paid or accrued for the benefit of any holder of Certificates on the amount payable upon the surrender of such Certificates pursuant are not required to this Section 2.9(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.7paid.

Certificated Shares. Promptly following As promptly as practicable after the Effective Time (and but in any no event within one later than the second (2nd) Business DayDay following the Effective Time), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Certificate whose Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the consideration payable in respect thereof Merger Consideration pursuant to Section 2.7, this Agreement: (A) a letter of transmittal in customary form (agreed to by Parent and the Company prior to the Effective Time), which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates to the Payment Agent (or affidavit affidavits of loss in lieu of a Certificate as provided thereof in Section 2.11accordance with ‎Section 2.02(e))) to the Paying Agent; and (B) instructions for use in effecting the surrender of the Certificates in exchange for payment of the consideration payable in respect thereof pursuant to Section 2.7Merger Consideration. Upon surrender to the Payment Agent of a Certificate any Certificates (or affidavit affidavits of loss in lieu thereof in accordance with ‎Section 2.02(e)) for cancellation to the Paying Agent, if applicable, and upon delivery of a Certificate as provided in Section 2.11) for cancellation, together with such letter of transmittal, duly completed executed and validly executedin proper form, in accordance with respect to such Certificates and such other documents as may be customarily required by the terms of such materials and instructionsPaying Agent, the holder of such Certificate will Certificates shall be entitled to receive in exchange for therefor the number portion of shares the Aggregate Common Stock Consideration into which the Shares formerly represented by such Certificate (Certificates were converted pursuant to ‎Section 2.01, and Parent will cause the Payment Agent Certificates so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made and Merger Consideration may be paid to pay and deliver a person other than the person in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to whose name the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share Price. The Certificate so surrendered will be cancelled. The Payment is registered, if such Certificate is properly endorsed or is otherwise in proper form for transfer and the person requesting such payment either pays to the Paying Agent will accept Certificates upon compliance with any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate so surrendered or establishes to the reasonable satisfaction of the Paying Agent that such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. No interest will be Taxes either have been paid or accrued for the benefit of any holder of Certificates on the amount payable upon the surrender of such Certificates pursuant are not required to this Section 2.9(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.7paid.

Certificated Shares. Promptly following As promptly as practicable after the Effective Time (and but in any no event within one later than the third (3rd) Business DayDay following the Effective Time), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Certificate whose Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the consideration payable in respect thereof Merger Consideration pursuant to Section 2.7, this Agreement: (Ai) a letter of transmittal in customary form (form, which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will Certificate shall pass, only upon delivery of the Certificates to the Payment Agent Certificate (or affidavit of loss in lieu of a Certificate thereof in accordance with Section 2.02(e) to the Paying Agent) and shall otherwise be in such form and have such other provisions as provided in Section 2.11)); Parent may reasonably specify and (Bii) instructions for use in effecting the surrender of the Certificates Certificate in exchange for payment of the consideration payable in respect thereof pursuant to Section 2.7Merger Consideration. Upon surrender to the Payment Agent of a Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent, and upon delivery of a Certificate as provided in Section 2.11) for cancellation, together with such letter of transmittal, duly completed executed and validly executedin proper form, in accordance with the terms of respect to such materials and instructionsCertificate, the holder of such Certificate will shall be entitled to receive in exchange therefor the Merger Consideration for the number of shares each Share formerly represented by such Certificate (Certificate, and Parent will cause the Payment Agent to pay and deliver in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share Price. The Certificate so surrendered will shall forthwith be cancelled. The Payment Agent will accept Certificates upon compliance with In the event of a transfer of ownership of Shares that was not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered, provided that it shall be a condition precedent of payment that (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid any and all transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate so surrendered or shall have established to the reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. No interest will be satisfaction of Parent that such Taxes either have been paid or accrued for the benefit of any holder of Certificates on the amount payable upon the surrender of such Certificates pursuant are not required to this Section 2.9(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.7paid.

Certificated Shares. Promptly following the Effective Time (and in any event within one three (3) Business DayDays), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the consideration payable in respect thereof pursuant to Section 2.7, (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent (or affidavit of loss in lieu of a Certificate as provided in Section 2.11)Agent); and (B) instructions for use in effecting the surrender of the Certificates in exchange for the consideration payable in respect thereof pursuant to Section 2.7. Upon surrender to the Payment Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 2.112.12) for cancellation, together with such letter of transmittal, duly completed and validly executed, in accordance with the terms of such materials and instructions, the holder of such Certificate will be entitled to receive in exchange for the number of shares represented by such Certificate (and Parent will cause the Payment Agent to pay and deliver in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share Price. The Certificate so surrendered will be cancelled. The Payment Agent will accept Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary normal exchange practices. No interest will be paid or accrued for the benefit of any holder of the Certificates on the amount payable upon the surrender of such Certificates pursuant to this Section 2.9(c)(i2.10(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.7.

Certificated Shares. Promptly following the Effective Time (and in any event within one three (3) Business DayDays thereafter), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the consideration payable in respect thereof pursuant to Section 2.7, (A) a letter of transmittal in customary such form (as Parent may reasonably provide and which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent (or affidavit of loss in lieu of a Certificate as provided in Section 2.11))Agent; and (B) instructions for use in effecting the surrender of the Certificates in exchange for the consideration payable in respect thereof pursuant to Section 2.7. Upon surrender to the Payment Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 2.11) for cancellation, together with such letter of transmittal, duly completed and validly executed, in accordance with the terms of such materials and instructions, the holder of such Certificate will be entitled to receive in exchange for the number of shares represented by such Certificate (and Parent will cause the Payment Agent to pay and deliver in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share Price. The Certificate so surrendered will be cancelled. The Payment Agent will accept Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary normal exchange practices. No interest will be paid or accrued for the benefit of any holder of the Certificates on the amount payable upon the surrender of such Certificates pursuant to this Section 2.9(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.7.

Certificated Shares. Promptly following As promptly as practicable after the Effective Time (and but in any no event within one later than the third (3rd) Business DayDay following the Effective Time), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Certificate whose Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the consideration payable in respect thereof Merger Consideration pursuant to Section 2.7, 2.01(a)(i): (Ai) a letter of transmittal in customary form (form, which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will Certificate shall pass, only upon delivery of the Certificates to the Payment Agent Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) to the Paying Agent and shall otherwise be in such form and have such other provisions as Parent may reasonably specify, subject to the reasonable consent of a Certificate as provided in Section 2.11)); the Company, and (Bii) instructions for use in effecting the surrender of the Certificates Certificate in exchange for payment of the consideration payable in respect thereof pursuant to Section 2.7Merger Consideration. Upon surrender to the Payment Agent of such a Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent, and upon delivery of a Certificate as provided in Section 2.11) for cancellation, together with such letter of transmittal, duly completed executed and validly executedin proper form, in accordance with respect to such Certificate, together with such other customary documents as may reasonably be requested by the terms of such materials and instructionsPaying Agent, the holder of such Certificate will shall, subject to Section 2.02(d), be entitled to receive in exchange for therefor the number portion of shares the Aggregate Common Stock Consideration into which the Shares formerly represented by such Certificate (were converted pursuant to Section 2.01(a)(i), and Parent will cause the Payment Agent to pay and deliver in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share Price. The Certificate so surrendered will shall forthwith be cancelled. The Payment In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made and the Merger Consideration may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer, and the person requesting such payment shall pay to Parent or the Paying Agent will accept Certificates upon compliance with any transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate so surrendered or shall establish to the reasonable satisfaction of the Paying Agent and Parent that such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. No interest will be Taxes either have been paid or accrued for the benefit of any holder of Certificates on the amount payable upon the surrender of such Certificates pursuant are not required to this Section 2.9(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.7paid.

Certificated Shares. Promptly following the Effective Time (and in any event within one Business Day), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the consideration payable in respect thereof pursuant to Section 2.72.10, (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent (or affidavit of loss in lieu of a Certificate as provided in Section 2.11)Agent); and (B) instructions for use in effecting the surrender of the Certificates in exchange for the consideration payable in respect thereof pursuant to Section 2.72.10. Upon surrender to the Payment Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 2.112.14) for cancellation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Payment Agent in accordance with the terms of such materials and instructions, the holder of such Certificate will be entitled to receive in exchange for the number of shares represented by such Certificate (and Parent will cause the Payment Agent to pay and deliver in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share PricePrice (less any applicable withholding Taxes payable in respect thereof). The Certificate so surrendered will be cancelled. The Payment Agent will accept Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary normal exchange practices. No interest will be paid or accrued for the benefit of any holder of the Certificates on the amount payable upon the surrender of such Certificates pursuant to this Section 2.9(c)(i2.12(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.72.10.

Certificated Shares. Promptly following As promptly as practicable after the Effective Time (and but in any no event within one later than the second (2nd) Business DayDay following the Effective Time), Parent and the Surviving Corporation will shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Certificate whose Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the consideration payable in respect thereof Merger Consideration pursuant to Section 2.7, this Agreement: (Ai) a letter of transmittal in customary form (agreed to by Parent and the Company prior to the Effective Time), which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates to the Payment Agent (or affidavit affidavits of loss in lieu of a Certificate as provided thereof in accordance with Section 2.112.02(e))) to the Paying Agent; and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the consideration payable in respect thereof pursuant to Section 2.7Merger Consideration. Upon surrender to the Payment Agent of a Certificate any Certificates (or affidavit affidavits of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent, if applicable, and upon delivery of a Certificate as provided in Section 2.11) for cancellation, together with such letter of transmittal, duly completed executed and validly executedin proper form, in accordance with the terms of respect to such materials and instructionsCertificates, the holder of such Certificate will Certificates shall be entitled to receive in exchange for therefor the number portion of shares the Aggregate Common Stock Consideration into which the Shares formerly represented by such Certificate (Certificates were converted pursuant to Section 2.01, and Parent will cause the Payment Agent Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made and Merger Consideration may be issued to pay and deliver a person other than the person in exchange therefor as promptly as practicable) an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to whose name the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such Certificate by (2) the Per Share Price. The Certificate so surrendered will be cancelled. The Payment is registered, if such Certificate is properly endorsed or is otherwise in proper form for transfer and the person requesting such payment either pays to the Paying Agent will accept Certificates upon compliance with any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate so surrendered or establishes to the reasonable satisfaction of the Paying Agent that such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. No interest will be Taxes either have been paid or accrued for the benefit of any holder of Certificates on the amount payable upon the surrender of such Certificates pursuant are not required to this Section 2.9(c)(i). Until so surrendered, the Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 2.7paid.