Common use of Disbursement of Merger Consideration Clause in Contracts

Disbursement of Merger Consideration. (a) Pursuant to an irrevocable agreement to be entered into on or before the Effective Date between Acquisition and a disbursing agent (the "Disbursing Agent") for the benefit of the Company Share Holders (which shall be a commercial bank or trust company with capital of at least $350,000,000 or otherwise reasonably satisfactory to the Company and Acquisition), Acquisition or the Surviving LLC shall deposit or cause to be deposited with the Disbursing Agent, in trust for the benefit of the Company's Share Holders, at the Closing, the Merger Consideration consisting of the cash (in immediately available funds) to which the Company Share Holders shall be entitled pursuant to Section 3.1(b). Pending any payments of cash pursuant to Section 3.1(b) of this Merger Agreement, such funds shall be held and invested by the Disbursing Agent in interest bearing investments with minimal or no risk to capital as directed by the Surviving LLC, and any earnings with respect to such funds shall be paid to the Surviving LLC when requested by the Surviving LLC. Any funds remaining with the Disbursing Agent one year after the Effective Date shall be released by the Disbursing Agent to the Surviving LLC after which time persons entitled thereto may look, subject to applicable escheat and other similar laws, only to the Surviving LLC for delivery thereof. (b) Promptly upon the Effective Date the Surviving LLC shall notify the Disbursing Agent of the effectiveness of the Merger and shall cause the Disbursing Agent, pursuant to the irrevocable instructions, to mail to each person who was, at the Effective Date, a record holder of an outstanding certificate or certificates which prior thereto represented Company Shares ("Certificates") a notice and transmittal form advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Disbursing Agent Certificates for exchange for the Merger Consideration. Each holder of Certificates, upon proper surrender thereof to the Disbursing Agent together with such transmittal form, duly completed and validly executed in accordance with the instructions thereto, shall be entitled to receive the Merger Consideration evidenced by such Certificates, without any interest thereon, in exchange for such Certificates and such Certificates shall forthwith be canceled. Until properly surrendered and exchanged, Certificates shall, after the Effective Date, be deemed for all purposes to evidence only the right to receive the Merger Consideration. Notwithstanding the foregoing, neither the Disbursing Agent nor any party hereto shall be liable to a holder of Certificates for any amount which may be required to be paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (c) If delivery of the Merger Consideration in respect of canceled Company Shares is to be made to a person other than the person in whose name a surrendered Certificate is registered, it shall be a condition to such delivery or payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such a delivery or payment shall have paid any transfer and other taxes required by reason of such delivery or payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving LLC and the Disbursing Agent that such tax either has been paid or is not payable.

Disbursement of Merger Consideration. (a) Pursuant Prior to an irrevocable agreement to be entered into on or before the Effective Date between Acquisition Time, Parent shall authorize one or more commercial banks (acceptable to Target) organized under the laws of the United States or any state thereof with capital, surplus and a disbursing agent undivided profits of at least $500,000,000 to act as Exchange Agent hereunder (the "Disbursing Exchange Agent") for the benefit purpose of exchanging certificates representing Target Capital Stock for the Company Share Holders (which shall be a commercial bank or trust company with capital of at least $350,000,000 or otherwise reasonably satisfactory Merger Consideration. Prior to the Company and Acquisition)Effective Time, Acquisition or the Surviving LLC shall deposit Parent will deposit, or cause to be deposited with the Disbursing Agentdeposited, in trust for with the benefit of the Company's Share Holders, at the Closing, Exchange Agent the Merger Consideration consisting to be paid in respect of the cash (in immediately available funds) to which the Company Share Holders shall be entitled pursuant to Section 3.1(b)Target Capital Stock. Pending any payments of cash pursuant to Section 3.1(b) of this Merger Agreement, such funds shall be held and invested by the Disbursing Agent in interest bearing investments with minimal or no risk to capital as directed by the Surviving LLC, and any earnings with respect to such funds shall be paid to the Surviving LLC when requested by the Surviving LLC. Any funds remaining with the Disbursing Agent one year Promptly after the Effective Date Time, Parent will send, or will cause the Exchange Agent to send, to each holder of Target Capital Stock at the Effective Time (i) a letter of transmittal for use in such exchange (which shall specify that the delivery shall be released by effected, and risk of loss and title shall pass, only upon proper delivery of the Disbursing Agent certificates representing shares of Target Capital Stock to the Surviving LLC after which time persons entitled thereto may look, subject to applicable escheat Exchange Agent) and other similar laws, only to (ii) instructions for use in effecting the Surviving LLC surrender of such certificates in exchange for delivery thereofthe Merger Consideration. (b) Promptly Each holder of Target Capital Stock that has been converted into a right to receive the Merger Consideration, upon surrender to the Effective Date the Surviving LLC shall notify the Disbursing Exchange Agent of the effectiveness of the Merger and shall cause the Disbursing Agent, pursuant to the irrevocable instructions, to mail to each person who was, at the Effective Date, a record holder of an outstanding certificate or certificates which prior thereto represented Company Shares ("Certificates") a notice and transmittal form advising representing such holder of the effectiveness of the Merger and the procedure for surrendering to the Disbursing Agent Certificates for exchange for the Merger Consideration. Each holder of CertificatesTarget Capital Stock, upon proper surrender thereof to the Disbursing Agent together with a properly completed letter of transmittal covering such transmittal formTarget Capital Stock, duly completed and validly executed in accordance with the instructions thereto, shall will be entitled to receive the Merger Consideration evidenced payable in respect of such Target Capital Stock, less any applicable withholding taxes deducted and withheld by Exchange Agent pursuant to Section 2.2(c) hereof. Upon such Certificatessurrender, without any interest thereon, in exchange for the Exchange Agent shall pay the holder of such Certificates and certificate such Certificates shall forthwith be canceledMerger Consideration. Until properly surrendered and exchangedso surrendered, Certificates each such certificate shall, after the Effective DateTime, be deemed represent for all purposes to evidence only the right to receive the Merger Consideration. Notwithstanding the foregoing, neither the Disbursing Agent nor any party hereto No interest shall be liable paid or shall accrue on any amount payable on and after the Effective Time by virtue of the Merger upon the surrender of any such certificate. (c) The Exchange Agent shall be entitled to a deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Certificates Target Capital Stock such amounts as the Exchange Agent, Parent or the Surviving Corporation, as the case may be, is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Target Capital Stock in respect of which such deduction and withholding was made by Exchange Agent. (d) If any amount which may be required portion of the Merger Consideration is to be paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (c) If delivery of the Merger Consideration in respect of canceled Company Shares is to be made to a person Person other than the person registered holder of the shares of Target Capital Stock represented by the certificate or certificates surrendered in whose name a surrendered Certificate is registeredexchange therefor, it shall be a condition to such delivery or payment that the Certificate certificate or certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such a delivery or payment shall have paid pay any transfer and or other taxes required by reason as a result of such delivery or payment in to a name Person other than that of the registered holder of the Certificate surrendered such shares or shall have established establish to the satisfaction of the Surviving LLC and the Disbursing Exchange Agent that such tax either has been paid or is not payable. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.2(a) hereof that remains unclaimed by the holders of shares of Target Capital Stock six months after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged its shares for the Merger Consideration in accordance with this Section 2.2 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares. Notwithstanding the foregoing, neither the Exchange Agent, Buyer nor the Surviving Corporation shall be liable to any holder of shares of Target Capital Stock for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Target Capital Stock two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority) shall, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto.

Disbursement of Merger Consideration. (a) Pursuant Prior to an irrevocable agreement to be entered into on or before the Effective Date between Acquisition and a disbursing agent (the "Disbursing Agent") for the benefit of the Company Share Holders (which Closing, Parent shall be appoint a commercial bank or trust company with capital mutually acceptable to Parent and the Companies (the “Exchange Agent”) for the purpose of at least $350,000,000 or otherwise exchanging each book-entry account formerly representing uncertificated HoldCos Equity for each HoldCos Equityholder’s Aggregate Pro Rata Equityholder Consideration. Parent shall enter into an agreement reasonably satisfactory acceptable to the Company and AcquisitionCompanies with the Exchange Agent relating to the services to be performed by the Exchange Agent (the “Exchange Agent Agreement”). (b) Prior to or concurrently with the Closing, Acquisition Parent shall deliver, or the Surviving LLC shall deposit or cause to be deposited delivered, to the Exchange Agent the Aggregate Closing Number of Securities and shall deposit, or shall cause to be deposited, with the Disbursing Exchange Agent, in immediately available cash funds, the aggregate amount of the Fractional Share Cash Amount. The Exchange Fund shall be held in trust by the Exchange Agent for the benefit of the Company's Share Holders, at HoldCos Equityholders and shall not be used for any purpose other than to pay each HoldCos Equityholder’s Aggregate Pro Rata Equityholder Consideration. In the Closing, event the Merger Consideration consisting of the cash (in immediately available funds) to which the Company Share Holders Exchange Fund shall be entitled pursuant insufficient to Section 3.1(b). Pending any make the payments of cash pursuant to Section 3.1(b) of contemplated by this Merger Agreement, such Parent shall promptly deposit, or cause to be deposited, additional funds shall be held and invested by or Parent Class A Stock, as applicable, with the Disbursing Exchange Agent in interest bearing investments with minimal or no risk an amount sufficient to capital as directed by the Surviving LLC, and any earnings with respect to make such funds shall be paid to the Surviving LLC when requested by the Surviving LLC. Any funds remaining with the Disbursing Agent one year after the Effective Date shall be released by the Disbursing Agent to the Surviving LLC after which time persons entitled thereto may look, subject to applicable escheat and other similar laws, only to the Surviving LLC for delivery thereofpayments. (bc) Promptly upon As promptly as practicable after the Effective Date Closing (but in any event within two (2) Business Days thereafter), Parent shall cause the Surviving LLC shall notify the Disbursing Exchange Agent to mail or otherwise provide each holder of record of HoldCo Equity, notice advising such holders of the effectiveness of the Merger Mergers, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Book-Entry Equity shall cause pass only upon the Disbursing Agentsurrender of such Book-Entry Equity to the Exchange Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Equity or such other reasonable evidence, if any, of such surrender as the Exchange Agent may reasonably request pursuant to the terms and conditions of the Exchange Agent Agreement), as applicable, such materials to be in such form and have such other provisions as Parent and the HoldCos may reasonably agree and (2) instructions for effecting the surrender of such Book-Entry Equity to the Exchange Agent in exchange for the portion of the Aggregate Pro Rata Equityholder Consideration that such holder is entitled to receive as a result of the Mergers pursuant to Section 2.6. (d) Upon surrender to the Exchange Agent of HoldCos Equity by book-receipt of an “agent’s message” by the Exchange Agent in connection with the surrender of Book-Entry Equity (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Equity, as the Exchange Agent may reasonably request), pursuant to such materials and instructions as contemplated by Section 2.7(c), the irrevocable instructions, to mail to each person who was, at the Effective Date, a record holder of an outstanding certificate or certificates which prior thereto represented Company Shares ("Certificates") a notice and transmittal form advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Disbursing Agent Certificates for exchange for the Merger Consideration. Each holder of Certificates, upon proper surrender thereof to the Disbursing Agent together with such transmittal form, duly completed and validly executed in accordance with the instructions thereto, Book-Entry Equity shall be entitled to receive in exchange therefor, and Parent shall cause the Merger Exchange Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders (after giving effect to any required Tax withholdings as provided in Section 2.8), a number of shares of Parent Class A Stock equal to such HoldCos Equityholder’s Aggregate Pro Rata Equityholder Consideration. (e) Any portion of the Exchange Fund (including the proceeds of any investments of the Exchange Fund) that remains unclaimed by the HoldCos Equityholders two hundred-ten (210) days after the Closing shall be delivered to Parent. Any HoldCos Equityholder who has not theretofore complied with this ARTICLE II shall thereafter look only to Parent for payment of such HoldCos Equityholder’s Aggregate Pro Rata Equityholder Consideration evidenced by such Certificates(after giving effect to any required Tax withholdings as provided in Section 2.8) upon due surrender of its Book-Entry Equity, without any interest thereon, in exchange for such Certificates and such Certificates shall forthwith be canceled. Until properly surrendered and exchanged, Certificates shall, after the Effective Date, be deemed for all purposes to evidence only the right to receive the Merger Consideration. Notwithstanding the foregoing, neither none of Parent, the Disbursing Exchange Agent nor or any party hereto other Person shall be liable to a holder of Certificates any former HoldCos Equityholder for any amount which may be required to be paid properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawapplicable Legal Requirements. (cf) If delivery From and after the Closing, there shall be no transfers on the stock transfer books of the HoldCos of the shares of HoldCos Equity that were outstanding immediately prior to the Closing. If, after the Closing, any acceptable evidence of a Book-Entry Equity formerly representing any HoldCos Equity is presented to Parent or the Exchange Agent for transfer, it shall be cancelled and exchanged for the portion of the Merger Consideration in respect of canceled Company Shares is to be made to a person other than the person in whose name a surrendered Certificate is registered, it shall be a condition attributable to such delivery or payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such a delivery or payment shall have paid any transfer and other taxes required by reason of such delivery or payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving LLC and the Disbursing Agent that such tax either has been paid or is not payableHoldCos Equity.

Disbursement of Merger Consideration. (a) Pursuant to an irrevocable agreement to be entered into on or before the Effective Date Time between Acquisition and a disbursing agent (the "Disbursing Agent") for the benefit of the Company Share Holders (which shall be a commercial bank or trust company with capital of at least $350,000,000 200,000,000 or otherwise reasonably satisfactory to the Company and Acquisition), Acquisition or the Surviving LLC shall deposit or cause to be deposited with the Disbursing Agent, in trust for the benefit of the Company's Share Holders, at the Closing, the Merger Consideration consisting of the cash (in immediately available funds) to which the Company Share Holders shall be entitled pursuant to Section 3.1(b). Pending any payments of cash pursuant to Section 3.1(b) of this Merger Agreement, such funds shall be held and invested by the Disbursing Agent in interest bearing investments with minimal or no risk to capital as directed by the Surviving LLC, and any earnings with respect to such funds shall be paid to the Surviving LLC when requested by the Surviving LLC. Any funds remaining with the Disbursing Agent one year after the Effective Date Time shall be released by the 2 3 Disbursing Agent to the Surviving LLC after which time persons entitled thereto may look, subject to applicable escheat and other similar laws, only to the Surviving LLC for delivery thereof. (b) Promptly upon the Effective Date Time the Surviving LLC shall notify the Disbursing Agent of the effectiveness of the Merger and shall cause the Disbursing Agent, pursuant to the irrevocable instructions, to mail to each person who was, at immediately prior to the Effective DateTime, a record holder of an outstanding certificate or certificates which prior thereto represented Company Shares ("Certificates") a notice and transmittal form advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Disbursing Agent Certificates for exchange for the Merger Consideration. Each holder of Certificates, upon proper surrender thereof to the Disbursing Agent together with such transmittal form, duly completed and validly executed in accordance with the instructions thereto, shall be entitled to receive the Merger Consideration evidenced by such Certificates, without any interest thereon, in exchange for such Certificates and such Certificates shall forthwith be canceled. Until properly surrendered and exchanged, Certificates shall, from and after the Effective DateTime, be deemed for all purposes to evidence only the right to receive the Merger Consideration. Notwithstanding the foregoing, neither the Disbursing Agent nor any party hereto shall be liable to a holder of Certificates for any amount which may be required to be paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (c) If delivery of the Merger Consideration in respect of canceled Company Shares is to be made to a person other than the person in whose name a surrendered Certificate is registered, it shall be a condition to such delivery or payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such a delivery or payment shall have paid any transfer and other taxes required by reason of such delivery or payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving LLC and the Disbursing Agent that such tax either has been paid or is not payable.

Disbursement of Merger Consideration. (a) Pursuant Disbursement of First Merger Consideration (i) Subject to an irrevocable agreement this Section 2.7, promptly following the First Effective Time, the Company shall deliver, or cause to be entered into on or before delivered to each holder of Parent Delaware Common Stock the Effective Date between Acquisition and a disbursing agent (the "Disbursing Agent") for the benefit First Merger Consideration payable to such holder in respect of the Delaware Parent Common Stock held by such holder in accordance with the terms of Section 2.6. (ii) Prior to the First Effective Time, Company Share Holders (which shall be appoint a commercial bank or trust company with capital (the “Exchange Agent”) for the purpose of at least $350,000,000 or exchanging certificates, if applicable, and otherwise reasonably satisfactory distributing to each holder of Delaware Parent Common Stock the portion of the First Merger Consideration payable to such holder of Delaware Parent Common Stock and otherwise effectuating the conversion of Delaware Parent Warrants and Delaware Parent Units. (iii) At the First Effective Time, the Company and Acquisition), Acquisition or the Surviving LLC shall deposit or cause to be deposited with the Disbursing Agentevidence of Company Common Stock in book-entry form (or certificates representing such Company Common Stock, in trust for the benefit of at the Company's Share Holders, at election) representing the ClosingFirst Merger Consideration. Such equity deposited with the First Exchange Agent shall be referred to in this Agreement as the “First Exchange Fund”. At the First Effective Time, the Company shall deliver irrevocable instructions to the First Exchange Agent to deliver the First Merger Consideration consisting out of the cash First Exchange Fund in the manner it is contemplated to be issued or paid pursuant to this Article II. (iv) Promptly after the First Effective Time (and in immediately available fundsany event within five (5) Business Days thereafter), the Exchange Agent shall mail to which each holder of Company Stock: (i) a letter of transmittal (the “Letter of Transmittal”) in such form and having such other provisions as Parent and the Company Share Holders may reasonably agree; and (ii) instructions for surrendering the certificates representing Delaware Parent Common Stock (or affidavits of loss in lieu of the certificates as provided in Section 2.7(b)(vii)), if applicable, to the Exchange Agent (the “Surrender Documentation”); provided, however, that the Exchange Agent shall not be entitled pursuant required to Section 3.1(b). Pending deliver a Letter of Transmittal or Surrender Documentation to any payments holder of cash pursuant to Section 3.1(b) Delaware Parent Common Stock that has delivered its Letter of this Merger AgreementTransmittal and Surrender Documentation, such funds shall be held and invested by the Disbursing Agent in interest bearing investments with minimal or no risk to capital as directed by the Surviving LLCif applicable, and any earnings with respect to such funds shall be paid holder’s Delaware Parent Common Stock to the Surviving LLC when requested Exchange Agent at least two Business Days prior to the Closing Date. Upon receipt by the Surviving LLC. Any funds remaining with the Disbursing Agent one year after the Effective Date shall be released by the Disbursing Agent to the Surviving LLC after which time persons entitled thereto may look, subject to applicable escheat and other similar laws, only to the Surviving LLC for delivery thereof. (b) Promptly upon the Effective Date the Surviving LLC shall notify the Disbursing Exchange Agent of the effectiveness completed Letter of Transmittal and the Surrender Documentation, the Exchange Agent will deliver to the holder of such Delaware Parent Common Stock the portion of the First Merger and shall cause the Disbursing Agent, pursuant Consideration payable to the irrevocable instructions, to mail to each person who was, at the Effective Date, a record holder of an outstanding certificate or certificates which prior thereto represented Company Shares ("Certificates") a notice and transmittal form advising such holder in respect of the effectiveness of the Merger and the procedure for surrendering to the Disbursing Agent Certificates for exchange for the Merger Consideration. Each Delaware Parent Common Stock held by such holder of Certificates, upon proper surrender thereof to the Disbursing Agent together with such transmittal form, duly completed and validly executed in accordance with the instructions theretoterms of Section 2.6, less any required Tax withholdings as provided in Section 2.8; provided, however, that if the holder of such Delaware Parent Common Stock delivers to the Exchange Agent the Letter of Transmittal and, if applicable, Surrender Documentation, at least two Business Days prior to the Closing Date, the Exchange Agent shall be entitled deliver to receive the holder of such Delaware Parent Common Stock the First Merger Consideration evidenced payable to such holder on the Closing Date or as promptly as practicable thereafter. All certificates surrendered by such Certificates, without any interest thereon, in exchange for such Certificates and such Certificates the Parent Stockholders shall forthwith be canceledcancelled. Until properly surrendered and exchangeda Letter of Transmittal and, Certificates shallif applicable, Surrender Documentation, has been received by the Exchange Agent, each share of Delaware Parent Common Stock shall represent after the First Effective Date, be deemed Time for all purposes to evidence only the right to receive the portion of the First Merger ConsiderationConsideration payable in respect of such Delaware Parent Common Stock pursuant to Section 2.6. No interest will be paid or accrued on any amount payable upon due submission of any Letter of Transmittal or, if applicable, Surrender Documentation. (v) In the event of a transfer of ownership of shares of Delaware Parent Common Stock that is not registered in the transfer records of the Company, the Merger Consideration to be delivered upon due surrender of the Parent Certificate may be issued to such transferee if the Parent Certificate formerly representing such shares of Delaware Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. From and after the Second Effective Time, there shall be no transfers on the transfer books of Parent of any shares of Delaware Parent Common Stock that were outstanding immediately prior to the First Effective Time. If, after the First Effective Time, any certificate is presented to the First Surviving Corporation, Company or the Exchange Agent for transfer, it shall be cancelled and deemed exchanged for (without interest and after giving effect to any required Tax withholdings as provided in Section 2.8) the aggregate First Merger Consideration represented by such certificate, as applicable. (vi) Any portion of the First Exchange Fund (including the proceeds of any investments of the First Exchange Fund) that remains unclaimed by the holders of Delaware Parent Common Stock for 180 days after the First Effective Time shall be delivered to the First Surviving Corporation. Any holder of Delaware Parent Common Stock who has not theretofore complied with this Article II shall thereafter look only to the First Surviving Corporation for payment of their respective portion of the First Merger Consideration (after giving effect to any required Tax withholdings as provided in Section 2.8). Notwithstanding the foregoing, neither none of the Disbursing First Surviving Corporation, Company, the Exchange Agent nor or any party hereto other Person shall be liable to a any former holder of Certificates Delaware Parent Common Stock for any amount which may be required to be paid properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws. (cvii) If delivery In the event any certificate shall have been lost, stolen or destroyed: (i) upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed; and (ii) if required by the Company, the posting by such Person of a bond in customary amount and upon such terms as may be required by the Company as indemnity against any claim that may be made against it or the First Surviving Corporation with respect to such certificate, the Exchange Agent will issue the First Merger Consideration attributable to such Parent Certificate (after giving effect to any required Tax withholdings as provided in Section 2.8). (b) Disbursement of the Second Merger Consideration. (i) Subject to this Section 2.7, promptly following the Second Effective Time, the Second Surviving Corporation shall deliver, or cause to be delivered to each holder of Company Stock the Merger Consideration payable to such holder in respect of the Company Stock held by such holder in accordance with the terms of Section 2.6. (ii) Prior to the Second Effective Time, First Surviving Corporation shall appoint the Exchange Agent for the purpose of exchanging certificates, if applicable, and otherwise distributing to each holder of Company Common Stock the portion of the Second Merger Consideration payable to such holder of Company Common Stock and otherwise effectuating the conversion of Assumed Parent Warrants, New Company Warrants, New Company Options, Rollover Restricted Stock Units and First Merger Assumed Parent Units. (iii) At the Second Effective Time, the Second Surviving Corporation shall cause to be deposited evidence of Second Surviving Corporation Common Stock in book-entry form (or certificates representing such Second Surviving Corporation Common Stock, at Parent's election) representing the Second Merger Consideration. Such equity deposited with the Exchange Agent shall be referred to in this Agreement as the “Second Exchange Fund”. At the Second Effective Time, Second Surviving Corporation shall deliver irrevocable instructions to the Exchange Agent to deliver the Second Merger Consideration out of the Second Exchange Fund in the manner it is contemplated to be issued or paid pursuant to this Article II. (iv) Promptly after the Second Effective Time (and in any event within five (5) Business Days thereafter), the Exchange Agent shall mail to each holder of Company Stock: (i) the Letter of Transmittal; and (ii) Surrender Document (which for the purposes of this Section 2.7(b) shall refer to the surrender of Company Stock (or affidavits of loss in lieu of the Certificates as provided in Section 2.7(b)(vii)), if applicable, to the Exchange Agent; provided, however, that the Exchange Agent shall not be required to deliver a Letter of Transmittal or Surrender Documentation to any holder of Company Stock that has delivered its Letter of Transmittal and Surrender Documentation, if applicable, with respect to such holder’s Company Stock to the Exchange Agent at least two Business Days prior to the Closing Date. Upon receipt by the Exchange Agent of the completed Letter of Transmittal and the Surrender Documentation, the Exchange Agent will deliver to the holder of such Company Stock the portion of the Merger Consideration payable to such holder in respect of canceled the Company Shares Stock held by such holder in accordance with the terms of Section 2.6, less any required Tax withholdings as provided in Section 2.8; provided, however, that if the holder of such Company Stock delivers to the Exchange Agent the Letter of Transmittal and, if applicable, Surrender Documentation, at least two Business Days prior to the Closing Date, the Exchange Agent shall deliver to the holder of such Company Stock the Merger Consideration payable to such holder on the Closing Date or as promptly as practicable thereafter. All Certificates surrendered by the Company Stockholders shall forthwith be cancelled. Until a Letter of Transmittal and, if applicable, Surrender Documentation, has been received by the Exchange Agent, each share of Company Stock shall represent after the Second Effective Time for all purposes only the right to receive the portion of the Merger Consideration payable in respect of such Company Stock pursuant to Section 2.6. No interest will be paid or accrued on any amount payable upon due submission of any Letter of Transmittal or, if applicable, Surrender Documentation. (v) In the event of a transfer of ownership of shares of Company Stock that is not registered in the transfer records of the Company, the Merger Consideration to be made delivered upon due surrender of the Certificate may be issued to a person other than such transferee if the person in whose name a surrendered Certificate formerly representing such shares of Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. From and after the Second Effective Time, there shall be no transfers on the transfer books of the Company of any shares of Company Stock that were outstanding immediately prior to the Second Effective Time. If, after the Second Effective Time, any Certificate is registeredpresented to the Second Surviving Corporation, or the Exchange Agent for transfer, it shall be cancelled and deemed exchanged for (without interest and after giving effect to any required Tax withholdings as provided in Section 2.8) the aggregate Merger Consideration represented by such Certificate, as applicable. (vi) Any portion of the Second Exchange Fund (including the proceeds of any investments of the Second Exchange Fund) that remains unclaimed by the holders of Company Stock for 180 days after the Second Effective Time shall be delivered to the Second Surviving Corporation. Any holder of Company Stock who has not theretofore complied with this Article II shall thereafter look only to the Second Surviving Corporation for payment of their respective portion of the Merger Consideration (after giving effect to any required Tax withholdings as provided in Section 2.8). Notwithstanding the foregoing, none of the Second Surviving Corporation, the Exchange Agent or any other Person shall be liable to any former holder of Company Stock for any amount properly delivered to a condition public official pursuant to applicable abandoned property, escheat or similar Laws. (vii) In the event any Certificate shall have been lost, stolen or destroyed: (i) upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed; and (ii) if required by the Second Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as may be required by Parent as indemnity against any claim that may be made against it or the Second Surviving Corporation with respect to such delivery or payment that Certificate, the Exchange Agent will issue the Merger Consideration attributable to such Certificate so surrendered shall be properly endorsed or shall be otherwise (after giving effect to any required Tax withholdings as provided in proper form for transfer and that the person requesting such a delivery or payment shall have paid any transfer and other taxes required by reason of such delivery or payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving LLC and the Disbursing Agent that such tax either has been paid or is not payableSection 2.8).

Disbursement of Merger Consideration. At the Closing, in each case in accordance with the final Aggregate Consideration Spreadsheet delivered pursuant to Section 3.5, Parent shall: (ai) Pursuant (A) disburse to each Noteholder such Noteholder’s portion of the Cash Consideration plus the Additional Cash Consideration (if any) plus the amount payable for any fractional share pursuant to Section 3.3(c) (if any), and (B) issue or cause its transfer agent to issue to each Noteholder a certificate (or evidence of shares in book entry form) representing that number of whole shares of the Parent Stock Consideration such holder is entitled to receive (if any), in each case as set forth in the Aggregate Consideration Spreadsheet based on the Average Closing Price; provided that prior to any such disbursement and/or issuance to any Noteholder, such Noteholder shall have delivered to Parent a properly completed Noteholder Release, substantially in the form of Exhibit C hereto, which shall include, without limitation, from each Noteholder that is an irrevocable Accredited Investor an acknowledgment and agreement to be entered into on or before the Effective Date between Acquisition provisions set forth in Section 7.9(b) and a disbursing agent 7.9(c) (the "Disbursing Agent"“Noteholder Releases”); (ii) for the benefit (A) disburse to each Plan Participant such Plan Participant’s portion of the Company Share Holders Cash Consideration plus the Additional Cash Consideration (which if any) plus the amount payable for any fractional share pursuant to Section 3.3(c) (if any), and (B) issue or cause its transfer agent to issue to each Plan Participant a certificate (or evidence of shares in book entry form) representing that number of whole shares of the Parent Stock Consideration such holder is entitled to receive (if any), in each case as set forth in the Aggregate Consideration Spreadsheet based on the Average Closing Price; provided that prior to any such disbursement and/or issuance to any Plan Participant, such Plan Participant shall be have delivered to Parent a commercial bank or trust company with capital of at least $350,000,000 or otherwise reasonably properly completed release agreement in a form reasonable satisfactory to the Company and AcquisitionParent, which shall include, without limitation, from each Plan Participant that is an Accredited Investor an acknowledgment and agreement to the provisions set forth in Section 7.9(b) and 7.9(c) (the “Employee Releases”), Acquisition or ; (iii) disburse the Surviving LLC shall deposit or cause Transaction Expenses to be deposited with the Disbursing Agentproviders set forth in the Aggregate Consideration Spreadsheet; (iv) disburse an amount equal to the Debt Payoff to the relevant lenders set forth on the Aggregate Consideration Spreadsheet; (v) disburse the aggregate amount of Employer Taxes applicable to the Management Incentive Plan Payments to the Company and, in trust for the benefit of the Company's Share Holders, at the Closingturn, the Merger Consideration consisting of the cash (in immediately available funds) to which the Company Share Holders shall be entitled pursuant to Section 3.1(b). Pending any payments of cash pursuant to Section 3.1(b) of this Merger Agreement, such funds shall be held and invested by the Disbursing Agent in interest bearing investments with minimal or no risk to capital as directed by the Surviving LLC, and any earnings with respect to such funds shall be paid to the Surviving LLC when requested by the Surviving LLC. Any funds remaining with the Disbursing Agent one year after the Effective Date shall be released by the Disbursing Agent to the Surviving LLC after which time persons entitled thereto may look, subject to applicable escheat and other similar laws, only to the Surviving LLC for delivery thereof. (b) Promptly upon the Effective Date the Surviving LLC shall notify the Disbursing Agent of the effectiveness of the Merger and shall cause the Disbursing Company’s payroll agent to pay such amounts to the applicable Taxing Authorities; (vi) issue and transfer shares of Parent Common Stock (based upon the Average Closing Price) equal to the General Escrow Amount to the Escrow Agent, pursuant to the irrevocable instructions, to mail to each person who was, at the Effective Date, a record holder of an outstanding certificate or certificates which prior thereto represented Company Shares ("Certificates") a notice and transmittal form advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Disbursing Agent Certificates for exchange for the Merger Consideration. Each holder of Certificates, upon proper surrender thereof to the Disbursing Agent together with such transmittal form, duly completed and validly executed be held in accordance with Article IX and the instructions theretoterms of the Escrow Agreement; (vii) issue and transfer shares of Parent Common Stock (based upon the Average Closing Price) equal to the Specific Escrow Amount to the Escrow Agent, shall be entitled to receive the Merger Consideration evidenced by such Certificates, without any interest thereon, in exchange for such Certificates and such Certificates shall forthwith be canceled. Until properly surrendered and exchanged, Certificates shall, after the Effective Date, be deemed for all purposes to evidence only the right to receive the Merger Consideration. Notwithstanding the foregoing, neither the Disbursing Agent nor any party hereto shall be liable to a holder of Certificates for any amount which may be required to be paid to a public official pursuant to any applicable abandoned property, escheat or similar law.held in accordance with Article IX and the terms of the Escrow Agreement; and (cviii) If delivery of disburse the Merger Consideration Noteholder Representative Reserve in respect of canceled Company Shares is to be made to a person other than the person in whose name a surrendered Certificate is registered, it shall be a condition to such delivery or payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such a delivery or payment shall have paid any transfer and other taxes required by reason of such delivery or payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving LLC and the Disbursing Agent that such tax either has been paid or is not payableaccordance with Section 3.6.

Disbursement of Merger Consideration. (a) Pursuant to an irrevocable agreement to be entered into on or before the Effective Date Time between Acquisition and a disbursing agent (the "Disbursing Agent") for the benefit of the Company Share Holders (which shall be a commercial bank or trust company with capital of at least $350,000,000 or otherwise reasonably satisfactory to the Company and Acquisition), Acquisition or the Surviving LLC shall deposit or cause to be deposited with the Disbursing Agent, in trust for the benefit of the Company's Share Holders, at the Closing, the Merger Consideration consisting of the cash (in immediately available funds) to which the Company Share Holders shall be entitled pursuant to Section 3.1(b). Pending any payments of cash pursuant to Section 3.1(b) of this Merger Agreement, such funds shall be held and invested by the Disbursing Agent in interest bearing investments with minimal or no risk to capital as directed by the Surviving LLC, and any earnings with respect to such funds shall be paid to the Surviving LLC when requested by the Surviving LLC. Any funds remaining with the Disbursing Agent one year after the Effective Date Time shall be released by the Disbursing Agent to the Surviving LLC after which time persons entitled thereto may look, subject to applicable escheat and other similar laws, only to the Surviving LLC for delivery thereof. (b) Promptly upon the Effective Date Time the Surviving LLC shall notify the Disbursing Agent of the effectiveness of the Merger and shall cause the Disbursing Agent, pursuant to the irrevocable instructions, to mail to each person who was, at immediately prior to the Effective DateTime, a record holder of an outstanding certificate or certificates which prior thereto represented Company Shares ("Certificates") a notice and transmittal form advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Disbursing Agent Certificates for exchange for the Merger Consideration. Each holder of Certificates, upon proper surrender thereof to the Disbursing Agent together with such transmittal form, duly completed and validly executed in accordance with the instructions thereto, shall be entitled to receive the Merger Consideration evidenced by such Certificates, without any interest thereon, in exchange for such Certificates and such Certificates shall forthwith be canceled. Until properly surrendered and exchanged, Certificates shall, from and after the Effective DateTime, be deemed for all purposes to evidence only the right to receive the Merger Consideration. Notwithstanding the foregoing, neither the Disbursing Agent nor any party hereto shall be liable to a holder of Certificates for any amount which may be required to be paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (c) If delivery of the Merger Consideration in respect of canceled Company Shares is to be made to a person other than the person in whose name a surrendered Certificate is registered, it shall be a condition to such delivery or payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such a delivery or payment shall have paid any transfer and other taxes required by reason of such delivery or payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving LLC and the Disbursing Agent that such tax either has been paid or is not payable.