Common Stock Exchange. The Purchaser shall, or shall cause a paying agent mutually appointed by the Purchaser and the Stockholder Representative to, effect the exchange of cash for shares of Common Stock which are entitled to payment pursuant to Section 1.02. On the Closing Date, the Purchaser shall pay each Stockholder who has previously surrendered his, her or its Common Stock pursuant to a duly executed and delivered letter of transmittal, substantially in the form of Exhibit B attached hereto (each, a "Letter of Transmittal"), and has complied with all other material requirements set forth in the instructions thereto the amount of cash to which each such Stockholder is entitled under Section 1.02. Surrendered shares of Common Stock shall forthwith be canceled. Until so surrendered and exchanged, each such share of Common Stock shall represent solely the right to receive the Allocable Portion of the Closing Merger Consideration into which it was converted pursuant to Section 1.02. Notwithstanding the foregoing, if any certificate representing such share of Common Stock shall have been lost, stolen or destroyed, then, upon the making of an affidavit of such fact and executing an indemnity agreement in a form reasonably acceptable to the Purchaser or the paying agent by the Person claiming such certificate to be lost, stolen or destroyed, the Purchaser or paying agent, as applicable, shall issue, in exchange for such lost, stolen or destroyed certificate, the Allocable Portion of the Closing Merger Consideration to be paid in respect of the shares of Common Stock represented by such certificate, as contemplated by this Article I. In order to effectuate the payment of the Closing Merger Consideration pursuant to this Agreement, the Stockholder Representative shall deliver the Stockholders Schedule, certified by the Stockholder Representative and dated as of the Closing Date, which shall designate for each Stockholder the amount of each Stockholder's Allocable Portion of the Closing Merger Consideration less such Stockholder's portion of the Representative Holdback Amount as well as the respective account and payment information of such Stockholder.
Common Stock Exchange. Section 12.01. Merger Agreement Amendment.....................................................34 Section 12.02. Transfer Exchange..............................................................34 Section 12.03. Supplemental Exchange..........................................................35 Section 12.04. Limitations On Common Stock Exchange Rights....................................36 Section 12.05. Common Stock Exchange Notice...................................................36 Section 12.06. Third Party Transferee Exchange................................................37 Section 12.07. Common Stock Exchange Procedures...............................................37 Section 12.08. Common Stock Exchange Closing..................................................39 Section 12.09.
