Common use of Exchange and Payment Procedures Clause in Contracts

Exchange and Payment Procedures. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to another agent or agents as may be appointed by Buyer for that purpose, together with a letter of transmittal, duly executed, the holder of the Company Certificate (other than a Company Certificate representing Dissenting Shares) shall be entitled to receive in exchange therefor (x) a certificate representing that number of shares of Buyer Common Stock ("BUYER SHARES") into which the shares of the Company Common Stock previously represented by the Company Certificate are converted in accordance with Section 2.01 and, if applicable, after giving effect to the Adjustment Amount (defined in Section 9.01(f)), (y) cash to which that holder is entitled in accordance with Section 2.01 (subject to Section 2.02(e)) and, if applicable, after giving effect to the Adjustment Amount and (z) any cash in lieu of fractional Buyer Shares which that holder has the right to receive pursuant to Section 2.02(e) (the shares of Buyer Common Stock and cash described in clauses (x), (y) and (z) above being referred to collectively as the "AGGREGATE CONSIDERATION"). In the event the Aggregate Consideration is to be delivered to any person who is not the person in whose name the Company Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Aggregate Consideration may be delivered to a transferee if the Company Certificate is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect that transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Company Certificate (other than a Company Certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.01(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the Aggregate Consideration contemplated by this Section 2.02. No interest will be paid or will accrue on any cash payable to holders of the Company Certificates pursuant to provisions of this Article II.

Exchange and Payment Procedures. Upon surrender of a Company an Old Certificate for cancellation to the Exchange Agent or to another agent or agents as may be appointed by Buyer for that purpose, together with a letter of transmittal, duly executed, the holder of the Company Old Certificate (other than a Company an Old Certificate representing Dissenting Shares) shall be entitled to receive in exchange therefor (x) a certificate representing that number of shares of Buyer Common Stock ("BUYER SHARESBuyer Shares") ), if any, into which the shares of the Company Common Stock previously represented by the Company Old Certificate are converted in accordance with Section 2.01 and, if applicable, after giving effect to the Adjustment Amount (defined in Section 9.01(f))2.1, (y) cash cash, if any, to which that holder is entitled in accordance with Section 2.01 (subject to Section 2.02(e)) and, if applicable, after giving effect to the Adjustment Amount 2.1 and (z) any cash in lieu of fractional Buyer Fractional Shares which that the holder has the right to receive pursuant to Section 2.02(e2.2(e) (the shares of Buyer Common Stock Shares and cash described in clauses (x), (y) and (z) above being referred to collectively as the "AGGREGATE CONSIDERATIONAggregate Consideration"). In the event If the Aggregate Consideration is to be delivered to any person who is not the person in whose name the Company Old Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Aggregate Consideration may be delivered to a transferee if the Company Old Certificate is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect that transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.022.2, each Company Old Certificate (other than a Company an Old Certificate representing shares of Company Common Stock to Excluded Shares, which shall be canceled in accordance with Section 2.01(a)canceled) shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the Aggregate Consideration contemplated by this Section 2.022.2. No interest will be paid or will accrue on any cash payable to holders of the Company Old Certificates pursuant to provisions of this Article II.

Exchange and Payment Procedures. Upon surrender delivery of a Company Certificate for cancellation to the Exchange Agent or to another agent or agents as may be appointed by Buyer for that purpose, together with a letter of transmittal, duly executed, the holder of the Company Share Surrender Certificate (other than a Company Share Surrender Certificate representing Dissenting Shares) shall be entitled to receive Buyer, Buyer will issue in exchange therefor the name of, and deliver to, the holder of such Share Surrender Certificate (xeach, a “Holder”) (a) a certificate representing that number of shares of Buyer Common Stock ("BUYER SHARES") into which the shares of the Company Common Stock previously represented by the Company Share Surrender Certificate are converted in accordance with Section 2.01 and2.1(a)(i); provided, if applicablehowever, after giving effect that 8,181,818 of such shares of Buyer Common Stock will be issued in the name of, and delivered to, the Escrow Agent to be held on behalf of the Adjustment Amount Holders (defined in proportion to their ownership of Company Common Stock, excluding Cash Shares and Dissenting Shares) and distributed by the Escrow Agent in accordance with an escrow agreement substantially in the form of Exhibit A-2 hereto (the “Escrow Shares Escrow Agreement”) and Section 9.01(f)2.7 (with such shares being referred to as the “Escrowed Shares”), and (yb) if such Share Surrender Certificate represents Cash Shares, cash in the amount of the Cash Consideration to which that holder such Holder is entitled in accordance with Section 2.01 (subject to Section 2.02(e)) and, if applicable, after giving effect to 2.1. If the Adjustment Amount and (z) any cash in lieu of fractional Buyer Shares which that holder has the right to receive pursuant to Section 2.02(e) (the shares of Buyer Common Stock and cash described in clauses (x), (y) and (z) above being referred to collectively as the "AGGREGATE CONSIDERATION"). In the event the Aggregate Merger Consideration is to be delivered to any person who is not other than the person in whose name the Company Share Surrender Certificate surrendered delivered in exchange therefor is registered in the transfer records of the Company, the Aggregate Merger Consideration may be delivered to a transferee if the Company Share Surrender Certificate is presented to the Exchange AgentBuyer, accompanied by all documents reasonably required to evidence and effect that transfer and by evidence reasonably satisfactory to the Exchange Agent Buyer that any applicable stock transfer taxes have been paid. Until surrendered delivered as contemplated by this Section 2.022.3, the shares of Company Common Stock represented by each Company Share Surrender Certificate (other than a Company Share Surrender Certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.01(a2.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender delivery the Aggregate Merger Consideration contemplated by this Section 2.02Agreement. No interest will be paid or will accrue on any cash payable hereunder to holders of the Company Certificates pursuant to provisions of this Article IICommon Stock.

Exchange and Payment Procedures. As soon as practicable after the Effective Time but in no event later than two (2) Business Days after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates (each, a "CERTIFICATE" and collectively, the "CERTIFICATES") that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(b): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) and any cash payable in lieu of fractional shares of Parent Common Stock. Upon surrender of a Company Certificate for cancellation the Certificates to the Exchange Agent or to another agent or agents as may be appointed by Buyer for that purposeAgent, together with a duly executed letter of transmittal, duly executedtransmittal and such other documents as may reasonably be required by the Exchange Agent, the holder of the Company Certificate (other than a Company Certificate representing Dissenting Shares) such Certificates shall be entitled to receive in exchange therefor (xi) a book-entry account statement reflecting ownership of (or, if requested, a stock certificate representing representing) that number of whole shares of Buyer Parent Common Stock ("BUYER SHARES") into which the shares of the Company Common Stock previously represented by the Company Certificate such Certificates are converted in accordance with Section 2.01 and, if applicable, after giving effect to the Adjustment Amount (defined in Section 9.01(f)3.1(b), (y) cash to which that holder is entitled in accordance with Section 2.01 (subject to Section 2.02(e)) and, if applicable, after giving effect to the Adjustment Amount and (zii) any cash in lieu of fractional Buyer Shares shares of Parent Common Stock which that such holder has the right to receive pursuant to Section 2.02(e) (the shares of Buyer Common Stock and cash described in clauses (x), (y) and (z) above being referred to collectively as the "AGGREGATE CONSIDERATION"3.2(d). In the event that the Aggregate Merger Consideration is to be delivered to any person who is not the person in whose name the Company Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Aggregate Merger Consideration may be delivered to a transferee if the Company Certificate is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect that such transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.023.2, each Company Certificate (other than a Company Certificate representing shares of Company Common Stock to be canceled cancelled in accordance with Section 2.01(a3.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Aggregate applicable Merger Consideration contemplated by this Section 2.02Sections 3.1 and 3.2. The Merger Consideration will be delivered to each former stockholder of the Company by the Exchange Agent as promptly as practicable following surrender of a Certificate and a duly executed letter of transmittal. No interest will be paid or will accrue on any cash payable to holders of the Company Certificates pursuant to provisions of this Article IIIII.

Exchange and Payment Procedures. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to another agent or agents as may be appointed by Buyer for that purpose, together with a letter of transmittal, duly executed, the holder of the Company Certificate (other than a Company Certificate representing Dissenting Shares) shall be entitled to receive in exchange therefor (x) a certificate representing that number of shares of Buyer Common Stock ("BUYER SHARESBuyer Shares") into which the shares of the Company Common Stock previously represented by the Company Certificate are converted in accordance with Section 2.01 and, if applicable, after giving effect to the Adjustment Amount (defined in Section 9.01(f)), (y) cash to which that holder is entitled in accordance with Section 2.01 (subject to Section 2.02(e)) and, if applicable, after giving effect to the Adjustment Amount and (z) any cash in lieu of fractional Buyer Shares which that holder has the right to receive pursuant to Section 2.02(e) (the shares of Buyer Common Stock and cash described in clauses (x), (y) and (z) above being referred to collectively as the "AGGREGATE CONSIDERATIONAggregate Consideration"). In the event the Aggregate Consideration is to be delivered to any person who is not the person in whose name the Company Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Aggregate Consideration may be delivered to a transferee if the Company Certificate is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect that transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Company Certificate (other than a Company Certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.01(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the Aggregate Consideration contemplated by this Section 2.02. No interest will be paid or will accrue on any cash payable to holders of the Company Certificates pursuant to provisions of this Article II.

Exchange and Payment Procedures. Upon (a) Immediately following acceptance of the Certificate of Merger by the Secretary of State for the State of Delaware, Parent shall deposit, or shall cause to be deposited, with a U.S. bank or trust company that shall be appointed by Parent to act as paying agent hereunder and shall be reasonably acceptable to the Company (the “Paying Agent”), in trust for the benefit of holders of the shares of Common Stock and Preferred Stock converted in accordance with Section 2.08 (which, for the avoidance of doubt, shall exclude Appraisal Shares) (each, a “Former Holder”), consideration sufficient to pay the Aggregate Closing Payment Amount (after taking into account any Adjustments to be made in accordance with this Agreement, and excluding, for the avoidance of doubt, any Option Consideration otherwise payable in accordance with this Section 2.11) which is payable in respect of shares of Common Stock and Preferred Stock so converted pursuant to Section 2.08 (such consideration being hereinafter referred to as the “Exchange Fund”). Immediately prior to the Closing, the Company shall provide, or cause the Company’s transfer agent to provide (as the case may be), the Paying Agent with the stock ledgers of the Company showing, among other things, the holders of record of all outstanding shares of Common Stock and Preferred Stock as of the Effective Time. (b) Promptly after the Closing (but no later than the second (2nd) Business Day thereafter), the Paying Agent shall provide to each holder of record as of immediately prior to the Effective Time of a Certificate or Book-Entry Share (i) a letter of transmittal in customary form reasonably satisfactory to the Company, Parent and Paying Agent (a “Letter of Transmittal”) and (ii) instructions for effecting the surrender of such Certificate or Book-Entry Share, as applicable, in exchange for the Merger Consideration with respect to each of the shares of Common Stock or Preferred Stock of the Company represented thereby. Following surrender of a Company Certificate for cancellation or Book-Entry Share to the Exchange Agent or to another agent or agents as may be appointed by Buyer for that purposePaying Agent, together with such Letter of Transmittal duly and validly executed and completed in accordance with the instructions thereto, a letter of transmittalproperly executed substitute Form W-9 or Form W-8, duly executedif applicable, from such holder in form and substance acceptable to Paying Agent and Parent, and such other documents as may reasonably be required by Paying Agent, Paying Agent shall cause to be paid (by check or by wire transfer) to the holder of such Certificate or Book-Entry Share, as applicable, an amount equal to the Company Certificate applicable Merger Consideration (other than a Company Certificate representing Dissenting Shares) shall be entitled rounded up to receive in exchange therefor (x) a certificate representing that number of shares of Buyer Common Stock ("BUYER SHARES"the nearest $0.01) into which the shares of Common Stock or Preferred Stock represented by such Certificate or Book-Entry Share, as applicable, were converted pursuant to Section 2.08, without any interest thereon and subject to any withholding Taxes required by Applicable Law, and each Certificate or Book-Entry Share, as applicable, so surrendered shall forthwith be canceled. Until so surrendered, such Certificates or Book-Entry Share, as applicable, shall upon and following the Effective Time represent solely the right to receive the Merger Consideration with respect to the shares of Common Stock or Preferred Stock represented thereby, without interest and subject to any withholding Taxes required by Applicable Law. Notwithstanding the foregoing, in the case of any holder of Preferred Stock who has delivered, at least two (2) Business Days prior to the Closing Date, a letter of transmittal, Certificate(s) representing such holder’s shares of Preferred Stock, and any other documents that Paying Agent may reasonably require in order to effect the payment of the applicable Merger Consideration to such holder in accordance with the provisions hereof, then Parent shall use its reasonable efforts to cause Paying Agent to deliver the applicable Merger Consideration payable to such holder of Preferred Stock as promptly as practicable after the Closing, by check or by wire transfer. (c) If any Certificate shall have been lost, stolen, mutilated, defaced or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, mutilated, defaced or destroyed, the Paying Agent shall, subject to Section 2.11(b), pay in exchange for such lost, stolen, mutilated, defaced or destroyed Certificate the Merger Consideration with respect to the shares of Common Stock or Preferred Stock represented thereby pursuant to Section 2.08; provided, however, that the Paying Agent may, in its reasonable discretion or at the request of Parent and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, mutilated, defaced or destroyed Certificate to deliver a bond in such sum as either Paying Agent or Parent, as applicable, may reasonably require as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to the Certificate alleged to have been lost, stolen, mutilated, defaced or destroyed. (d) Immediately following acceptance of the Certificate of Merger by the Secretary of State for the State of Delaware, Parent shall deliver or cause to be delivered to the Company Common Stock previously represented all funds necessary for the Surviving Corporation to make payment of the Option Consideration payable with respect to Exercisable In-The-Money Options cancelled pursuant to Section 2.09. (e) Concurrently with the Closing, unless otherwise paid by the Company Certificate or its Subsidiaries at or prior to the Effective Time, Parent shall or shall cause to be delivered, all amounts necessary to fully discharge all (i) outstanding Indebtedness of the Company and its Subsidiaries, which sums are converted necessary to obtain title to the property and assets of the Company and its Subsidiaries free and clear of all Encumbrances, and (ii) Transaction Expenses. Any amounts required to be paid in accordance with Section 2.01 and2.11(e)(i) shall be paid by wire transfer of immediately available funds by Parent, if applicableon behalf of the Company and its Subsidiaries, after giving effect to such lenders and other creditors in accordance with the Adjustment Amount (defined in Section 9.01(f)), (y) cash to which that holder is entitled payoff letters provided by such lenders and creditors in accordance with Section 2.01 (subject to Section 2.02(e)) and, if applicable, after giving effect to the Adjustment Amount and (z) any cash in lieu of fractional Buyer Shares which that holder has the right to receive pursuant to Section 2.02(e) (the shares of Buyer Common Stock and cash described in clauses (x), (y) and (z) above being referred to collectively as the "AGGREGATE CONSIDERATION"5.01(b). In the event the Aggregate Consideration is Any amounts required to be delivered to any person who is not the person in whose name the Company Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Aggregate Consideration may be delivered to a transferee if the Company Certificate is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect that transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Company Certificate (other than a Company Certificate representing shares of Company Common Stock to be canceled paid in accordance with Section 2.01(a)2.11(e)(ii) shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the Aggregate Consideration contemplated paid by this Section 2.02. No interest will be paid or will accrue wire transfer of immediately available funds by Parent, on any cash payable to holders behalf of the Company Certificates pursuant and its Subsidiaries, to provisions the Persons designated in writing in accordance with Section 5.01(h); provided, however, that any Transaction Expenses of this Article IIthe type specified in clauses (vi), (vii) or (viii) of the definition of Transaction Expenses will not be discharged at Closing but rather will remain obligations of the Company and its Subsidiaries from and after Closing until due and payable by the Company or its Subsidiaries, as applicable, from and after Closing; and, provided, further that, with respect to all such amounts specified in clauses (vi), (vii) or (viii) of the definition of Transaction Expenses, (A) Parent shall set aside the full amount otherwise required to fully discharge such Transaction Expenses at Closing, and (B) such amounts shall be considered a Required Closing Payment, and a negative Adjustment to Purchase Price.

Exchange and Payment Procedures. As soon as practicable after the Effective Time, Parent shall cause Parent's transfer agent and registrar, as paying agent (the "Paying Agent") to mail to each holder of record as of the Effective Time of a certificate or certificates representing shares of Company Common Stock (the "Certificates") that have been converted pursuant to Section 2.01: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to Section 2.01. Upon surrender of a Company Certificate for cancellation to the Exchange Paying Agent or to another agent or agents as may be appointed by Buyer for that purposecancellation, together with a duly executed letter of transmittal, duly executedtransmittal and such other documents as the Paying Agent may require, the holder of the Company such Certificate (other than a Company Certificate representing Dissenting Shares) shall be entitled to receive in exchange therefor (x) a certificate representing that number of shares of Buyer Common Stock ("BUYER SHARES") into which the shares of the Company Common Stock previously represented by the Company Certificate are converted in accordance with Section 2.01 and, if applicable, after giving effect to the Adjustment Amount (defined in Section 9.01(f)), (y) cash to which that holder is entitled in accordance with Section 2.01 (subject to Section 2.02(e)) and, if applicable, after giving effect to the Adjustment Amount and (z) any cash in lieu of fractional Buyer Shares which that holder has the right to receive pursuant to Section 2.02(e) (the shares of Buyer Common Stock and cash described in clauses (x), (y) and (z) above being referred to collectively as the "AGGREGATE CONSIDERATION")Merger Consideration. In the event the Aggregate Merger Consideration is to be delivered to any person who is not the person in whose name the Company Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Aggregate Merger Consideration may be delivered to a transferee if the Company Certificate is presented to the Exchange Paying Agent, accompanied by all documents reasonably required to evidence and effect that such transfer and by evidence reasonably satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Company Certificate (other than a Company Certificate certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.01(a2.01(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Aggregate Merger Consideration contemplated by this Section 2.02. No interest will be paid or will accrue on any cash payable to holders of the Company Certificates pursuant to provisions of this Article II.