Common use of Exchange of Certificates Representing Common Stock Clause in Contracts

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, Purchaser shall appoint a commercial bank or trust company having net capital of not less than $100,000,000 and which is reasonably satisfactory to the Company, to act as paying agent hereunder for payment of the Merger Consideration upon surrender of Certificates (the "Paying Agent"). Purchaser shall, or shall cause the Surviving Corporation to, provide the Paying Agent with cash in amounts necessary to pay for all the shares of Common Stock pursuant to Section 4.2(a) and to make all payments in connection with the Options pursuant to Section 4.2(d), as and when such amounts are needed by the Paying Agent. Such amounts shall hereinafter be referred to as the "Exchange Fund." (b) Promptly after the Effective Time, Purchaser shall cause the Paying Agent to mail to each holder of record of shares of Common Stock immediately prior to the Effective Time (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and which letter shall be in customary form and have such other provisions as Purchaser may reasonably specify and (ii) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 4.2, and the shares represented by the Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. In the event of a transfer of ownership of Common Stock which is not registered in the transfer records of the Company, payment may be made with respect to such Common Stock to such a transferee if the Certificate representing such shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (c) At and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this Article 4. (d) Any portion of the Exchange Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of all such funds) that remains unclaimed by the former stockholders of the Company six months after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Article 4 shall thereafter look only to the Surviving Corporation for payment of any Merger Consideration that may be payable upon surrender of any Certificates such stockholder holds, as determined pursuant to this Agreement, without any interest thereon. (e) None of Purchaser, the Company, the Surviving Corporation, the Paying Agent or any other person shall be liable to any former holder of shares of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement.

Exchange of Certificates Representing Common Stock. (a) Prior At or prior to the Closing, Parent shall deliver or cause to be delivered, in trust, to a paying agent selected by Parent with the Company’s prior approval (such approval not to be unreasonably withheld, conditioned or delayed) (the “Paying Agent”), for the benefit of the holders of shares of Common Stock at the Effective Time, Purchaser shall appoint a commercial bank or trust company having net capital of not less than $100,000,000 and which is reasonably satisfactory to the Company, to act as paying agent hereunder sufficient funds for timely payment of the aggregate Merger Consideration upon surrender of Certificates (such cash being hereinafter referred to as the "Paying Agent"). Purchaser shall, or shall cause the Surviving Corporation to, provide the Paying Agent with cash “Consideration Fund”) to be paid pursuant to this Section 3.2 in amounts necessary to pay exchange for all the outstanding shares of Common Stock pursuant immediately prior to Section 4.2(a) and to make all payments in connection with the Options pursuant to Section 4.2(dEffective Time (other than any Dissenting Shares), as and when such amounts are needed by the Paying Agent. Such amounts shall hereinafter be referred to as the "Exchange Fund." (b) Promptly after the Effective Time, Purchaser Parent shall cause the Paying Agent to mail to each holder of record of Certificates or Book-Entry Shares whose shares of Common Stock immediately prior were converted into the right to the Effective Time receive Merger Consideration pursuant to Section 3.1 (i) a letter of transmittal which that shall specify that delivery of such Certificates or Book-Entry Shares shall be effecteddeemed to have occurred, and risk of loss and title to such the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and which letter shall be in customary form and have such other provisions as Purchaser may reasonably specify and (ii) instructions for use in effecting the surrender of such the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration, the form and substance of which letter of transmittal and instructions shall be substantially as reasonably agreed to by the Company and Parent and prepared prior to the Closing. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and with such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor therefor, subject to any required withholding of Taxes, the amount of cash into which shares of Common Stock theretofore represented by such Certificate shall have been converted Merger Consideration pursuant to Section 4.2the provisions of this Article III, and the shares represented by the Book-Entry Share or Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or will accrue accrued on the cash Merger Consideration payable upon surrender to holders of Book-Entry Shares or Certificates. If any Certificate. In Merger Consideration is to be paid to a Person other than a Person in whose name the event Book-Entry Share or Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall pay to the Paying Agent any transfer or other Taxes required by reason of payment of the Merger Consideration to a transfer Person other than the registered holder of ownership the Book-Entry Share or Certificate surrendered, or shall establish to the reasonable satisfaction of Common Stock which the Paying Agent that such Tax has been paid or is not registered applicable. (c) The Consideration Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, however, that any such investments shall be in (i) securities issued or directly and fully guaranteed or insured by the transfer records United States government or any agency or instrumentality thereof and having maturities of not more than one month from the date of investment or (ii) money market mutual or similar funds having assets in excess of $1,000,000,000. Earnings on the Consideration Fund shall be the sole and exclusive property of the CompanySurviving Corporation and shall be paid to the Surviving Corporation, payment may be made with respect as the Surviving Corporation directs. No investment of the Consideration Fund shall relieve Parent, the Surviving Corporation or the Paying Agent from making the payments required by this Article III, and following any losses from any such investment, Parent or the Surviving Corporation shall promptly provide additional funds to such Common Stock to such a transferee if the Certificate representing such Paying Agent for the benefit of the holders of shares of Common Stock is presented at the Effective Time in the amount of such losses, which additional funds will be deemed to be part of the Consideration Fund. If, at any time prior to the first anniversary of the Effective Time, any holder of Dissenting Shares fails to perfect, or effectively withdraws or loses such holder’s right to dissent from the Merger under the DGCL, Parent shall promptly provide, or cause the Company to promptly provide, additional funds to the Paying Agent, accompanied Agent in the amount of the Merger Consideration payable with respect to Dissenting Shares held by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paidholder. (cd) At and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Common Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving CorporationCorporation or the Paying Agent for any reason, they shall be canceled cancelled and exchanged as provided in for the Merger Consideration pursuant to this Article 4III, except as otherwise provided by Law. (de) Any portion of the Exchange Consideration Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of all such fundsinvestments thereof) that remains unclaimed by the former stockholders of the Company six months one (1) year after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders holders of the Company Certificates or Book-Entry Shares who have not theretofore complied with this Article 4 III with respect to such Certificates or Book-Entry Shares shall thereafter look only to the Surviving Corporation for payment of any their claim for Merger Consideration that may be payable upon surrender of any Certificates such stockholder holds, as determined pursuant to this Agreement, without any interest thereonin respect thereof. (ef) None of PurchaserNotwithstanding the foregoing, the Company, the Surviving Corporation, neither the Paying Agent or nor any other person party hereto shall be liable to any former holder Person in respect of shares of Common Stock for any amount properly cash from the Consideration Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawsLaw. If any Certificate or Book-Entry Share shall not have been surrendered prior to the date on which any Merger Consideration in respect thereof would otherwise escheat to or become the property of any Governmental Entity, any such Merger Consideration in respect of such Certificate or Book-Entry Share shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, and any holder of such Certificate or Book-Entry Share who has not theretofore complied with this Article III with respect thereto shall thereafter look only to the Surviving Corporation for payment of its claim for Merger Consideration in respect thereof. (fg) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact (such affidavit shall be in a form reasonably satisfactory to Parent and the Paying Agent) by the person Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by the Surviving CorporationPaying Agent, the posting by such person Person of a bond in such reasonable customary amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable to which such Person is entitled in respect thereof of such Certificate pursuant to this AgreementArticle III. (h) Parent, Sub, the Company, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign Tax Law. To the extent amounts are so withheld and paid over to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. (i) Prior to the Effective Time, the Company shall take all steps reasonably necessary to cause the transactions contemplated hereby and any other dispositions of equity securities of the Company in connection with this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, Purchaser shall appoint a commercial bank or trust company having net capital company, subject to the reasonable satisfaction of not less than $100,000,000 and which is reasonably satisfactory to the Company, to act as paying agent hereunder for payment of the Merger Consideration upon surrender of Certificates (the "Paying Agent"). Parent and Purchaser shall, or shall take all steps necessary to cause the Surviving Corporation to, to provide the Paying Agent with cash in amounts necessary to pay for all the shares of Common Stock pursuant to Section 4.2(a3.2(a) and to make all payments and, in connection with the Options Options, Warrants and Purchase Rights, pursuant to Section 4.2(d3.2(d), as and when such amounts are needed by the Paying Agent. Such amounts shall hereinafter be referred to as the "Exchange Fund." (b) Promptly As soon as practicable after the Effective Time, Purchaser shall cause the Paying Agent to mail to each holder of record of shares of Common Stock immediately prior to the Effective Time (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and which letter shall be in customary such form and have such other provisions as Purchaser may reasonably specify are customary for letters of this nature and (ii) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 4.23.2, and the shares represented by the Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. In the event of a transfer of ownership of Common Stock which is not registered in the transfer records of the Company, payment may be made with respect to such Common Stock to such a transferee if the Certificate representing such shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (c) At and or after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Common Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this Article 43. (d) Any portion of the Exchange Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of all such funds) that remains unclaimed by the former stockholders of the Company six months after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Article 4 shall 3 may thereafter look only to the Surviving Corporation for payment of any Merger Consideration Consideration, without any interest thereon, that may be payable upon surrender in respect of any Certificates each share of Common Stock such stockholder holds, holds as determined pursuant to this Agreement, without any interest thereon. (e) None of Parent, Purchaser, the Company, the Surviving Corporation, the Paying Agent or any other person shall be liable to any former holder of shares of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that which may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement.

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, Purchaser Parent shall appoint a commercial bank or trust company having net capital company, subject to the reasonable satisfaction of not less than $100,000,000 and which is reasonably satisfactory to the Company, to act as paying agent Exchange Agent hereunder for payment the purpose of paying, in accordance with this Article 2, the Merger Cash Consideration upon surrender of and exchanging, in accordance with this Article 2, Certificates for the Parent Stock Consideration (the "Paying AgentEXCHANGE AGENT"). Purchaser shall, or Parent shall take all steps necessary to cause the Surviving Corporation to, to provide the Paying Exchange Agent with cash the Merger Consideration to be delivered in amounts necessary to pay exchange for all the shares of Common Stock pursuant to Section 4.2(a2.2(a) and to make all payments in connection with the Options pursuant to Section 4.2(d), as and when such amounts are needed by the Paying Exchange Agent. Such amounts shall hereinafter be referred to as the "Exchange Fund." (b) Promptly As promptly as possible after the Effective Time, Purchaser Parent shall cause instruct the Paying Exchange Agent to mail to each holder of record of shares of Common Stock immediately prior to the Effective Time Stock: (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such Certificates Certificate(s) shall pass, only upon delivery of the Certificates such Certificate(s) to the Paying Exchange Agent and which letter shall be in customary such form and have such other provisions as Purchaser may reasonably specify are customary for letters of this nature and (ii) instructions for effecting the surrender of such Certificates Certificate(s) in exchange for the Merger ConsiderationConsideration (which shall provide that, at the election of the surrendering holder, such Certificate(s) may be surrendered, and payment therefor collected, by hand delivery). Upon surrender of a Certificate such Certificate(s) to the Paying Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Paying Exchange Agent, the holder of such Certificate Certificate(s) shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Stock and the amount of cash cash, without interest, into which shares of Common Stock theretofore formerly represented by such Certificate Certificate(s) shall have been converted into the right to receive pursuant to Section 4.22.2 after giving effect to any required Tax withholdings, and the shares formerly represented by the Certificate Certificate(s) so surrendered shall forthwith be canceledcancelled. If any portion of the Parent Stock Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration of such shares constituting such Parent Stock Consideration that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such delivery of such shares shall pay to the Exchange Agent any transfer or other Taxes required by reason of such registration in the name of a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateCertificate(s), including in lieu of any fractional shares of Parent Stock. In the event of a transfer of ownership of Common Stock which that is not registered in the transfer records of the Company, payment may be made with respect to such Common Stock to such a transferee if the Certificate such Certificate(s) representing such shares of Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes or other Taxes have been paid. Until surrendered as contemplated by this Section 2.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of Parent Stock and cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate(s) shall have been converted pursuant to this Article 2. Parent, Merger Sub or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Common Stock of the Company such amounts as Parent, Merger Sub or the Exchange Agent are required to deduct and withhold under the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the "CODE"), or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by Parent, Merger Sub or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Common Stock of the Company in respect of whom such deduction and withholding was made by Parent, Merger Sub or the Exchange Agent. (c) All shares of Parent Stock issued and all cash paid upon surrender of Certificates in accordance with the terms of this Article 2 shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Common Stock theretofore represented by such Certificates. At and or after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Common Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged as provided in this Article 42. (d) No dividends or other distributions with respect to Parent Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.3(e) until the surrender of such Certificate in accordance with this Article 2. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Parent Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Stock to which such holder is entitled pursuant to Section 2.3(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Stock. (e) No certificates or script representing fractional shares of Parent Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. Each holder of Common Stock exchanged pursuant to the Merger who would otherwise be entitled to receive a fraction of a share of Parent Stock shall receive, upon surrender of such holder's Certificates in accordance with this Section 2.3, an amount in cash (without interest) equal to the product obtained by multiplying (i) such fractional share interest to which such holder (after taking into account all fractional share interests then held by such holder) would otherwise be entitled by (ii) the average of the per share closing sales prices of shares of Parent Stock as reported on the NYSE Composite Transactions reporting system (as reported in The Wall Street Journal or, in the absence thereof, by another authoritative source) during the five (5) consecutive trading days ending on (and including) the trading day immediately preceding the date of the Effective Time. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 2.3(b). (f) Any portion of the Merger Consideration made available to the Exchange Fund Agent pursuant to Section 2.3(a) (including the proceeds of any interest and other income received by the Paying Exchange Agent in respect of all such funds) that remains unclaimed by undistributed to the former stockholders of the Company six (6) months after the Effective Time shall be delivered to the Surviving CorporationParent, upon demand. Any former stockholders of the Company who have not theretofore complied with this Article 4 2 shall thereafter look only to the Surviving Corporation Parent for payment of any Merger Consideration Consideration, without any interest thereon, that may be payable upon surrender in respect of any Certificates each share of Common Stock such stockholder holds, held as of the Effective Time as determined pursuant to this Agreement, without any interest thereon. (eg) None of PurchaserParent, the Company, the Surviving Corporation, the Paying Exchange Agent or any other person Person shall be liable to any former holder of shares of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (fh) If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that which may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement. (i) Parent or Merger Sub shall pay all of the Exchange Agent's fees in connection with the exchange of the Merger Consideration for Certificates.

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, Purchaser Parent shall appoint a commercial bank or trust company having net capital company, subject to the reasonable satisfaction of not less than $100,000,000 and which is reasonably satisfactory to the Company, to act as paying agent hereunder for payment of the Merger Consideration upon surrender of Certificates (the "Paying AgentPAYING AGENT"). Purchaser shall, or Parent shall take all steps necessary to cause the Surviving Corporation to, to provide the Paying Agent with cash in amounts necessary to pay for all the shares of Common Stock pursuant to Section 4.2(aSECTION 3.2(A) and to make all payments and, in connection with the Options Options, pursuant to Section 4.2(dSECTION 3.2(C), as and when such amounts are needed by the Paying Agent. Such amounts shall hereinafter be referred to as the "Exchange FundEXCHANGE FUND." (b) Promptly As soon as practicable after the Effective Time, Purchaser Parent shall cause the Paying Agent to mail to each holder of record of shares of Common Stock immediately prior to the Effective Time (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and which letter shall be in customary such form and have such other provisions as Purchaser may reasonably specify are customary for letters of this nature and (ii) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 4.2SECTION 3.2, and the shares represented by the Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. In the event of a transfer of ownership of Common Stock which Shares that is not registered in the transfer records of the Company, payment may be made with respect to such Common Stock to such a transferee if the Certificate representing such shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this SECTION 3.3, each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive on such surrender the amount, without any interest thereon, of cash into which shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to SECTION 3.2. (c) At and or after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Common Stock which Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this Article 4ARTICLE 3. (d) Any portion of the Exchange Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of all such funds) that remains unclaimed by the former stockholders of the Company six months after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Article 4 shall ARTICLE 3 may thereafter look only to the Surviving Corporation for payment of any Merger Consideration Consideration, without any interest thereon, that may be payable upon surrender in respect of any Certificates each share of Common Stock such stockholder holds, holds as determined pursuant to this Agreement, without any interest thereon. (e) None of PurchaserParent, the Company, the Surviving Corporation, the Paying Agent or any other person Person shall be liable to any former holder of shares of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that which may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement.

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, Purchaser Parent shall appoint a commercial bank or trust company having net capital company, subject to the reasonable satisfaction of not less than $100,000,000 and which is reasonably satisfactory to the Company, to act as paying agent Exchange Agent hereunder for payment the purpose of paying, in accordance with this Article 2, the Merger Cash Consideration upon surrender of and exchanging, in accordance with this Article 2, Certificates for the Parent Stock Consideration (the "Paying Exchange Agent"). Purchaser shall, or Parent shall take all steps necessary to cause the Surviving Corporation to, to provide the Paying Exchange Agent with cash the Merger Consideration to be delivered in amounts necessary to pay exchange for all the shares of Common Stock pursuant to Section 4.2(a2.2(a) and to make all payments in connection with the Options pursuant to Section 4.2(d), as and when such amounts are needed by the Paying Exchange Agent. Such amounts shall hereinafter be referred to as the "Exchange Fund." (b) Promptly As promptly as possible after the Effective Time, Purchaser Parent shall cause instruct the Paying Exchange Agent to mail to each holder of record of shares of Common Stock immediately prior to the Effective Time Stock: (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such Certificates Certificate(s) shall pass, only upon delivery of the Certificates such Certificate(s) to the Paying Exchange Agent and which letter shall be in customary such form and have such other provisions as Purchaser may reasonably specify are customary for letters of this nature and (ii) instructions for effecting the surrender of such Certificates Certificate(s) in exchange for the Merger Consideration. Upon surrender of a Certificate such Certificate(s) to the Paying Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Paying Exchange Agent, the holder of such Certificate Certificate(s) shall be entitled to receive in exchange therefor a certificate (or evidence of shares in book entry form) representing that number of whole shares of Parent Stock and the amount of cash cash, without interest, into which shares of Common Stock theretofore formerly represented by such Certificate Certificate(s) shall have been converted into the right to receive pursuant to Section 4.22.2 after giving effect to any required Tax withholdings, and the shares formerly represented by the Certificate Certificate(s) so surrendered shall forthwith be canceledcancelled. If any portion of the Parent Stock Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration of such shares constituting such Parent Stock Consideration that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such delivery of such shares shall pay to the Exchange Agent any transfer or other Taxes required by reason of such registration in the name of a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateCertificate(s), including in lieu of any fractional shares of Parent Stock. In the event of a transfer of ownership of Common Stock which that is not registered in the transfer records of the Company, payment may be made with respect to such Common Stock to such a transferee if the Certificate such Certificate(s) representing such shares of Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes or other Taxes have been paid. Until surrendered as contemplated by this Section 2.4(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of Parent Stock and cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate(s) shall have been converted pursuant to this Article 2. Except to the extent that the holder provides the appropriate party with a validly executed IRS Form W-8 or W-9, as the case may be, Parent, Merger Sub or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Common Stock of the Company such amounts as Parent, Merger Sub or the Exchange Agent are required to deduct and withhold under the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the "Code"), or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by Parent, Merger Sub or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Common Stock of the Company in respect of whom such deduction and withholding was made by Parent, Merger Sub or the Exchange Agent. (c) All shares of Parent Stock issued and all cash paid upon surrender of Certificates in accordance with the terms of this Article 2 shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Common Stock theretofore represented by such Certificates. At and or after the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Company of the shares of Common Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged as provided in this Article 42. (d) No dividends or other distributions with respect to Parent Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.4(e) until the surrender of such Certificate in accordance with this Article 2. Subject to the effect of applicable Laws, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Parent Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Stock to which such holder is entitled pursuant to Section 2.4(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Stock. (e) No certificates or script, or evidence of shares in book entry form, representing fractional shares of Parent Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. Each holder of Common Stock exchanged pursuant to the Merger who would otherwise be entitled to receive a fraction of a share of Parent Stock shall receive, upon surrender of such holder's Certificates in accordance with this Section 2.4, an amount in cash (without interest) equal to the product obtained by multiplying (i) such fractional share interest to which such holder (after taking into account all fractional share interests then held by such holder) would otherwise be entitled by (ii) the average of the per share closing sales prices of shares of Parent Stock as reported on the NYSE Composite Transactions reporting system (as reported in The Wall Street Journal or, in the absence thereof, by another authoritative source) during the five (5) consecutive trading days ending on (and including) the trading day immediately preceding the date of the Effective Time. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 2.4(b). (f) Any portion of the Merger Consideration made available to the Exchange Fund Agent pursuant to Section 2.4(a) (including the proceeds of any interest and other income received by the Paying Exchange Agent in respect of all such funds) that remains unclaimed by undistributed to the former stockholders shareholders of the Company six (6) months after the Effective Time shall be delivered to the Surviving CorporationParent, upon demand. Any former stockholders shareholders of the Company who have not theretofore complied with this Article 4 2, with respect to the procedures for receiving the Merger Consideration to which they are entitled, shall thereafter look only to the Surviving Corporation Parent for payment of any Merger Consideration Consideration, without any interest thereon, that may be payable upon surrender in respect of any Certificates each share of Common Stock such stockholder holds, shareholder held as of the Effective Time as determined pursuant to this Agreement, without any interest thereon. (eg) None of PurchaserParent, the Company, the Surviving Corporation, the Paying Exchange Agent or any other person Person shall be liable to any former holder of shares of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (fh) If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that which may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement. (i) Parent or Merger Sub shall pay all of the Exchange Agent's fees in connection with the exchange of the Merger Consideration for Certificates.

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, Purchaser shall appoint a commercial bank or trust company having net capital company, subject to the reasonable satisfaction of not less than $100,000,000 and which is reasonably satisfactory to the Company, to act as paying agent hereunder for payment of the Merger Consideration upon surrender of Certificates (the "Paying AgentPAYING AGENT"). Parent and Purchaser shall, or shall take all steps necessary to cause the Surviving Corporation to, to provide the Paying Agent with cash in amounts necessary to pay for all the shares of Common Stock pursuant to Section 4.2(aSECTION 3.2(a) and to make all payments and, in connection with the Options Options, Warrants and Purchase Rights, pursuant to Section 4.2(dSECTION 3.2(d), as and when such amounts are needed by the Paying Agent. Such amounts shall hereinafter be referred to as the "Exchange FundEXCHANGE FUND." (b) Promptly As soon as practicable after the Effective Time, Purchaser shall cause the Paying Agent to mail to each holder of record of shares of Common Stock immediately prior to the Effective Time (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and which letter shall be in customary such form and have such other provisions as Purchaser may reasonably specify are customary for letters of this nature and (ii) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 4.2SECTION 3.2, and the shares represented by the Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. In the event of a transfer of ownership of Common Stock which that is not registered in the transfer records of the Company, payment may be made with respect to such Common Stock to such a transferee if the Certificate representing such shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (c) At and or after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Common Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this Article 4ARTICLE 3. (d) Any portion of the Exchange Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of all such funds) that remains unclaimed by the former stockholders of the Company six months after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Article 4 shall ARTICLE 3 may thereafter look only to the Surviving Corporation for payment of any Merger Consideration Consideration, without any interest thereon, that may be payable upon surrender in respect of any Certificates each share of Common Stock such stockholder holds, holds as determined pursuant to this Agreement, without any interest thereon. (e) None of Parent, Purchaser, the Company, the Surviving Corporation, the Paying Agent or any other person shall be liable to any former holder of shares of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that which may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement.

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, Purchaser shall appoint a commercial bank or trust company having net capital of not less than $100,000,000 and which is 20 million, or such other party reasonably satisfactory to the Company, to act as paying agent hereunder for payment of the Merger Consideration upon surrender of Certificates (the "Paying AgentPAYING AGENT"). Purchaser shall, or shall cause the Surviving Corporation to, to provide the Paying Agent with cash in amounts necessary to pay for all the shares of Common Stock pursuant to Section 4.2(aSECTION 5.2(a) and to make all payments and, in connection with the Options Options, pursuant to Section 4.2(dSECTION 5.2(d), as and when such amounts are needed by the Paying Agent. Such amounts shall hereinafter be referred to as the "Exchange FundEXCHANGE FUND." (b) Promptly after the Effective Time, Purchaser shall cause the Paying Agent to mail to each holder of record of shares of Common Stock immediately prior to the Effective Time (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and which letter shall be in customary such form and have such other provisions as Purchaser may reasonably specify and (ii) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to promptly receive in exchange therefor the amount of cash into which shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 4.2SECTION 5.2, and the shares represented by the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. In the event of a transfer of ownership of Common Stock which is not registered in the transfer records of the Company, payment may be made with respect to such Common Stock to such a transferee if the Certificate representing such shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (c) At and or after the Effective Time, there shall be no transfers on the stock transfer books of the Company company of the shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged as provided in this Article 4ARTICLE 5. (d) Any portion of the Exchange Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of all such funds) that remains unclaimed by the former stockholders of the Company six months after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Article 4 ARTICLE 5 shall thereafter look only to the Surviving Corporation for payment of any Merger Consideration that may be payable upon surrender in respect of any Certificates each share of Common Stock such stockholder holds, holds as determined pursuant to this Agreement, without any interest thereon. (e) None of Purchaser, the Company, the Surviving Corporation, the Paying Agent or any other person shall be liable to any former holder of shares of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement.

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, Purchaser shall appoint a commercial bank or trust company having net capital company, subject to the reasonable satisfaction of not less than $100,000,000 and which is reasonably satisfactory to the Company, to act as paying agent hereunder for payment of the Merger Consideration upon surrender of Certificates (the "Paying AgentPAYING AGENT"). Purchaser shall, or shall take all steps necessary to cause the Surviving Corporation to, to provide the Paying Agent with cash in amounts necessary to pay for all the shares of Common Stock pursuant to Section 4.2(aSECTION 3.2(a) and to make all payments in connection with the Options pursuant to Section 4.2(dSECTION 3.2(c), as and when such amounts are needed by the Paying Agent. Such amounts shall hereinafter be referred to as the "Exchange FundEXCHANGE FUND." (b) Promptly As soon as practicable after the Effective Time, Purchaser shall cause the Paying Agent to mail to each holder of record of shares of Common Stock immediately prior to the Effective Time (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and which letter shall be in customary such form and have such other provisions as Purchaser may reasonably specify are customary for letters of this nature and (ii) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 4.2SECTION 3.2, and the shares represented by the Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. In the event of a transfer of ownership of Common Stock which Shares that is not registered in the transfer records of the Company, payment may be made with respect to such Common Stock to such a transferee if the Certificate representing such shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this SECTION 3.3, each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive on such surrender the amount, without any interest thereon, of cash into which shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to SECTION 3.2. (c) At and or after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Common Stock which Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this Article 4ARTICLE 3. (d) Any portion of the Exchange Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of all such funds) that remains unclaimed by the former stockholders of the Company six months after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Article 4 shall ARTICLE 3 may thereafter look only to the Surviving Corporation for payment of any Merger Consideration Consideration, without any interest thereon, that may be payable upon surrender in respect of any Certificates each share of Common Stock such stockholder holds, holds as determined pursuant to this Agreement, without any interest thereon. (e) None of Purchaser, the Company, the Surviving Corporation, the Paying Agent or any other person Person shall be liable to any former holder of shares of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that which may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement.

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, Purchaser Parent shall appoint a commercial bank or trust company having net capital company, subject to the reasonable satisfaction of not less than $100,000,000 and which is reasonably satisfactory to the Company, to act as paying agent hereunder for payment of the Merger Consideration upon surrender of Certificates (the "Paying Agent"). Purchaser shall, or Parent shall take all steps necessary to cause the Surviving Corporation to, to provide the Paying Agent with cash in amounts necessary to pay for all the shares of Common Stock pursuant to Section 4.2(a3.2(a) and to make all payments and, in connection with the Options Options, pursuant to Section 4.2(d3.2(c), as and when such amounts are needed by the Paying Agent. Such amounts shall hereinafter be referred to as the "Exchange Fund." (b) Promptly As soon as practicable after the Effective Time, Purchaser Parent shall cause the Paying Agent to mail to each holder of record of shares of Common Stock immediately prior to the Effective Time (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and which letter shall be in customary such form and have such other provisions as Purchaser may reasonably specify are customary for letters of this nature and (ii) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 4.23.2, and the shares represented by the Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. In the event of a transfer of ownership of Common Stock which Shares that is not registered in the transfer records of the Company, payment may be made with respect to such Common Stock to such a transferee if the Certificate representing such shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.3, each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive on such surrender the amount, without any interest thereon, of cash into which shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.2. (c) At and or after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Common Stock which Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this Article 43. (d) Any portion of the Exchange Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of all such funds) that remains unclaimed by the former stockholders of the Company six months after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Article 4 shall 3 may thereafter look only to the Surviving Corporation for payment of any Merger Consideration Consideration, without any interest thereon, that may be payable upon surrender in respect of any Certificates each share of Common Stock such stockholder holds, holds as determined pursuant to this Agreement, without any interest thereon. (e) None of PurchaserParent, the Company, the Surviving Corporation, the Paying Agent or any other person Person shall be liable to any former holder of shares of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that which may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement.

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, the Purchaser and the Parent shall appoint a commercial bank or trust company having net capital of not less than $100,000,000 and which is reasonably satisfactory to the Company100,000,000, to act as paying agent hereunder (the "Paying Agent") for payment ------------ of the Merger Consideration upon surrender of Certificates certificates representing Shares (the "Paying AgentCertificates"). The Purchaser shall, or the Parent shall cause the Surviving ------------ Corporation or any other direct or indirect subsidiary of the Parent to, provide the Paying Agent with cash in amounts necessary to pay for all the shares of Common Stock pursuant to Section 4.2(a3.1(c) and to make all payments in connection with the Options as to which payments are due pursuant to Section 4.2(d3.1(e), as and when such amounts are needed by the Paying Agent. Such amounts shall hereinafter be referred to as the "Exchange Fund."" ------------- (b) Promptly after the Effective TimeTime and in no event more than 10 days thereafter, the Purchaser and the Parent shall cause the Paying Agent to mail to each holder of record of shares of Common Stock Shares immediately prior to the Effective Time (i) a - letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and which letter shall be in customary form and have such other provisions as the Purchaser or the Parent may reasonably specify and (ii) instructions for effecting the surrender of such Certificates -- in exchange for the Merger ConsiderationConsideration applicable thereto. Upon surrender of a Certificate to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the each holder of such a Certificate (other than the Parent, the Purchaser, the Company or any direct or indirect subsidiary of any of them) shall be entitled to receive in exchange therefor cash in an amount equal to the amount product of cash into which shares the number of Common Stock theretofore Shares previously represented by such Certificate shall have been converted pursuant to Section 4.2, and the shares represented multiplied by the Certificate so surrendered shall forthwith be canceledMerger Consideration, less any applicable withholding Tax. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. In the event of a transfer of ownership of Common Stock which is not registered in the transfer records of the Company, payment may be made with respect to such Common Stock to such a transferee if the Certificate representing such shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (c) At and after the Effective Time, there shall be no transfers on the stock share transfer books of the Company of the shares of Common Stock Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this Article 4III. (d) Any portion of the Exchange Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of all such funds) that remains unclaimed by the former stockholders of the Company six months after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Article 4 III shall thereafter look only to the Surviving Corporation for payment of any Merger Consideration that may be payable upon surrender of any Certificates such stockholder holds, as determined pursuant to this Agreement, without any interest thereon. (e) None of the Purchaser, the Parent, the Company, the Surviving Corporation, the Paying Agent or any other person shall be liable to any former holder of shares of Common Stock Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company or its transfer agent, payment may be made to the transferee of such Shares if the Certificate representing such Shares is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCorporation or the Paying Agent, the posting by such person of a bond in such reasonable amount as the Surviving Corporation or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay in exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration payable in respect thereof pursuant of the Shares represented thereby as contemplated by this Article. (g) The Paying Agent shall invest the cash in the Exchange Fund on a daily basis, as instructed by the Purchaser. Any interest and other income resulting from such investments shall be paid to this Agreementthe Purchaser before the Effective Time and to the Surviving Corporation thereafter. (h) The Surviving Corporation shall pay all charges and expenses of the Paying Agent.

Exchange of Certificates Representing Common Stock. (a) Prior At or prior to the Closing, Parent shall deliver or cause to be delivered, in trust, to a paying agent appointed by Parent and reasonably acceptable to the Company (the “Paying Agent”), for the benefit of the holders of shares of Common Stock at the Effective Time, Purchaser shall appoint a commercial bank or trust company having net capital of not less than $100,000,000 and which is reasonably satisfactory to the Company, to act as paying agent hereunder sufficient funds for timely payment of the aggregate Merger Consideration upon surrender of Certificates (the "Paying Agent"). Purchaser shall, or shall cause the Surviving Corporation to, provide the Paying Agent with such cash in amounts necessary to pay for all the shares of Common Stock pursuant to Section 4.2(a) and to make all payments in connection with the Options pursuant to Section 4.2(d), as and when such amounts are needed by the Paying Agent. Such amounts shall being hereinafter be referred to as the "Exchange “Consideration Fund”) to be paid pursuant to Section 3.1." (b) Promptly after the Effective Time, Purchaser and in no event more than four (4) Business Days thereafter, Parent shall cause the Paying Agent to mail to each holder of record of Certificates or Book-Entry Shares whose shares of Common Stock immediately prior were converted into the right to the Effective Time receive Merger Consideration pursuant to Section 3.1 (i) a letter of transmittal which that shall specify that delivery of such Certificates or Book-Entry Shares shall be effecteddeemed to have occurred, and risk of loss and title to such the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and which letter shall be in customary form and have such other provisions as Purchaser may reasonably specify and (ii) instructions for use in effecting the surrender of such the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration, the form and substance of which letter of transmittal and instructions shall be substantially as reasonably agreed to by the Company and Parent and prepared prior to the Closing. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and with such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor therefor, subject to any required withholding of Taxes, the amount of cash into which shares of Common Stock theretofore represented by such Certificate shall have been converted Merger Consideration pursuant to Section 4.2the provisions of this Article III, and the shares represented by the Book-Entry Share or Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or will accrue accrued on the cash Merger Consideration payable upon surrender to holders of Book-Entry Shares or Certificates. If any Certificate. In Merger Consideration is to be paid to a Person other than a Person in whose name the event Book-Entry Share or Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall pay to the Paying Agent any transfer or other Taxes required by reason of payment of the Merger Consideration to a transfer Person other than the registered holder of ownership the Book-Entry Share or Certificate surrendered, or shall establish to the reasonable satisfaction of Common Stock which the Paying Agent that such Tax has been paid or is not registered applicable. (c) The Consideration Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, however, that any such investments shall be in (i) securities issued or directly and fully guaranteed or insured by the transfer records United States government or any agency or instrumentality thereof and having maturities of not more than one month from the date of investment, (ii) commercial paper obligations rated A-1 or P-1 or better by Mxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation respectively, having maturities of not more than one month from the date of investment, or a combination of the Companysecurities and commercial paper obligations set forth in clauses (i) and (ii) or (iii) money market mutual or similar funds having assets in excess of $1,000,000,000. Earnings on the Consideration Fund shall be the sole and exclusive property of the Surviving Corporation and shall be paid to the Surviving Corporation, payment may be made with respect as the Surviving Corporation directs. No investment of the Consideration Fund shall relieve Parent, the Surviving Corporation or the Paying Agent from making the payments required by this Article III, and following any losses from any such investment, Parent or the Surviving Corporation shall promptly provide additional funds to such Common Stock to such a transferee if the Certificate representing such Paying Agent for the benefit of the holders of shares of Common Stock is presented at the Effective Time in the amount of such losses, which additional funds will be deemed to be part of the Consideration Fund. If, at any time prior to the six month anniversary of the Effective Time, any holder of Dissenting Shares fails to perfect, or effectively withdraws or loses such holder’s right to dissent from the Merger under the DGCL, Parent shall promptly provide, or cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent, accompanied Agent in the amount of the Merger Consideration payable with respect to Dissenting Shares held by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paidholder. (cd) At and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Common Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving CorporationCorporation or the Paying Agent for any reason, they shall be canceled cancelled and exchanged as provided in for the Merger Consideration pursuant to this Article 4III, except as otherwise provided by Law. (de) Any portion of the Exchange Consideration Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of all such fundsinvestments thereof) that remains unclaimed by the former stockholders of the Company six months after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders holders of the Company Certificates or Book-Entry Shares who have not theretofore complied with this Article 4 III with respect to such Certificates or Book-Entry Shares shall thereafter look only to the Surviving Corporation, and the Surviving Corporation shall remain liable, for payment of their claim for Merger Consideration in respect thereof. (f) Notwithstanding the foregoing, neither the Paying Agent nor any Party hereto shall be liable to any Person in respect of cash from the Consideration Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate or Book-Entry Share shall not have been surrendered prior to the date on which any Merger Consideration in respect thereof would otherwise escheat to or become the property of any Governmental Entity, any such Merger Consideration in respect of such Certificate or Book-Entry Share shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, and any holder of such Certificate or Book-Entry Share who has not theretofore complied with this Article III with respect thereto shall thereafter look only to the Surviving Corporation for payment of any its claim for Merger Consideration that may be payable upon surrender of any Certificates such stockholder holds, as determined pursuant to this Agreement, without any interest thereonin respect thereof. (e) None of Purchaser, the Company, the Surviving Corporation, the Paying Agent or any other person shall be liable to any former holder of shares of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (fg) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact (such affidavit shall be in a form reasonably satisfactory to Parent and the Paying Agent) by the person Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by the Surviving CorporationPaying Agent, the posting by such person Person of a bond in such reasonable customary amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable to which such Person is entitled in respect thereof of such Certificate pursuant to this AgreementArticle III. (h) Parent, Merger Sub, the Company, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign Tax Law. To the extent amounts are so withheld and timely paid over to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. (i) Prior to the Effective Time, the Company shall take all steps reasonably necessary to cause the transactions contemplated hereby and any other dispositions of equity securities of the Company (including derivative securities with respect to any such securities) in connection with this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, the Purchaser and the Parent shall appoint a commercial bank or trust company having net capital of not less than $100,000,000 and which is reasonably satisfactory to the Company100,000,000, to act as paying agent hereunder (the "Paying Agent") for payment of the Merger Consideration upon surrender of Certificates certificates representing Shares (the "Paying AgentCertificates"). The Purchaser shall, or the Parent shall cause the Surviving Corporation or any other direct or indirect subsidiary of the Parent to, provide the Paying Agent with cash in amounts necessary to pay for all the shares of Common Stock pursuant to Section 4.2(a3.1(c) and to make all payments in connection with the Options as to which payments are due pursuant to Section 4.2(d3.1(e), as and when such amounts are needed by the Paying Agent. Such amounts shall hereinafter be referred to as the "Exchange Fund." (b) Promptly after the Effective TimeTime and in no event more than 10 days thereafter, the Purchaser and the Parent shall cause the Paying Agent to mail to each holder of record of shares of Common Stock Shares immediately prior to the Effective Time (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and which letter shall be in customary form and have such other provisions as the Purchaser or the Parent may reasonably specify and (ii) instructions for effecting the surrender of such Certificates in exchange for the Merger ConsiderationConsideration applicable thereto. Upon surrender of a Certificate to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the each holder of such a Certificate (other than the Parent, the Purchaser, the Company or any direct or indirect subsidiary of any of them) shall be entitled to receive in exchange therefor cash in an amount equal to the amount product of cash into which shares the number of Common Stock theretofore Shares previously represented by such Certificate shall have been converted pursuant to Section 4.2, and the shares represented multiplied by the Certificate so surrendered shall forthwith be canceledMerger Consideration, less any applicable withholding Tax. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. In the event of a transfer of ownership of Common Stock which is not registered in the transfer records of the Company, payment may be made with respect to such Common Stock to such a transferee if the Certificate representing such shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (c) At and after the Effective Time, there shall be no transfers on the stock share transfer books of the Company of the shares of Common Stock Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this Article 4III. (d) Any portion of the Exchange Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of all such funds) that remains unclaimed by the former stockholders of the Company six months after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Article 4 III shall thereafter look only to the Surviving Corporation for payment of any Merger Consideration that may be payable upon surrender of any Certificates such stockholder holds, as determined pursuant to this Agreement, without any interest thereon. (e) None of the Purchaser, the Parent, the Company, the Surviving Corporation, the Paying Agent or any other person shall be liable to any former holder of shares of Common Stock Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company or its transfer agent, payment may be made to the transferee of such Shares if the Certificate representing such Shares is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCorporation or the Paying Agent, the posting by such person of a bond in such reasonable amount as the Surviving Corporation or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay in exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration payable in respect thereof pursuant of the Shares represented thereby as contemplated by this Article. (g) The Paying Agent shall invest the cash in the Exchange Fund on a daily basis, as instructed by the Purchaser. Any interest and other income resulting from such investments shall be paid to this Agreementthe Purchaser before the Effective Time and to the Surviving Corporation thereafter. (h) The Surviving Corporation shall pay all charges and expenses of the Paying Agent.

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, Purchaser Parent shall appoint a commercial bank or trust company having net capital company, subject to the reasonable satisfaction of not less than $100,000,000 and which is reasonably satisfactory to the Company, to act as paying agent Exchange Agent hereunder for payment the purpose of paying, in accordance with this Article 2, the Merger Cash Consideration upon surrender of and exchanging, in accordance with this Article 2, Certificates for the Parent Stock Consideration (the "Paying Exchange Agent"). Purchaser shall, or Parent shall take all steps necessary to cause the Surviving Corporation to, to provide the Paying Exchange Agent with cash the Merger Consideration to be delivered in amounts necessary to pay exchange for all the shares of Common Stock pursuant to Section 4.2(a2.2(a) and to make all payments in connection with the Options pursuant to Section 4.2(d), as and when such amounts are needed by the Paying Exchange Agent. Such amounts shall hereinafter be referred to as the "Exchange Fund." (b) Promptly As promptly as possible after the Effective Time, Purchaser Parent shall cause instruct the Paying Exchange Agent to mail to each holder of record of shares of Common Stock immediately prior to the Effective Time Stock: (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such Certificates Certificate(s) shall pass, only upon delivery of the Certificates such Certificate(s) to the Paying Exchange Agent and which letter shall be in customary such form and have such other provisions as Purchaser may reasonably specify are customary for letters of this nature and (ii) instructions for effecting the surrender of such Certificates Certificate(s) in exchange for the Merger ConsiderationConsideration (which shall provide that, at the election of the surrendering holder, such Certificate(s) may be surrendered, and payment therefor collected, by hand delivery). Upon surrender of a Certificate such Certificate(s) to the Paying Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Paying Exchange Agent, the holder of such Certificate Certificate(s) shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Stock and the amount of cash cash, without interest, into which shares of Common Stock theretofore formerly represented by such Certificate Certificate(s) shall have been converted into the right to receive pursuant to Section 4.22.2 after giving effect to any required Tax withholdings, and the shares formerly represented by the Certificate Certificate(s) so surrendered shall forthwith be canceledcancelled. If any portion of the Parent Stock Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration of such shares constituting such Parent Stock Consideration that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such delivery of such shares shall pay to the Exchange Agent any transfer or other Taxes required by reason of such registration in the name of a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateCertificate(s), including in lieu of any fractional shares of Parent Stock. In the event of a transfer of ownership of Common Stock which that is not registered in the transfer records of the Company, payment may be made with respect to such Common Stock to such a transferee if the Certificate such Certificate(s) representing such shares of Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes or other Taxes have been paid. Until surrendered as contemplated by this Section 2.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of Parent Stock and cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate(s) shall have been converted pursuant to this Article 2. Parent, Merger Sub or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Common Stock of the Company such amounts as Parent, Merger Sub or the Exchange Agent are required to deduct and withhold under the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the "Code"), or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by Parent, Merger Sub or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Common Stock of the Company in respect of whom such deduction and withholding was made by Parent, Merger Sub or the Exchange Agent. (c) All shares of Parent Stock issued and all cash paid upon surrender of Certificates in accordance with the terms of this Article 2 shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Common Stock theretofore represented by such Certificates. At and or after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Common Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged as provided in this Article 42. (d) No dividends or other distributions with respect to Parent Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.3(e) until the surrender of such Certificate in accordance with this Article 2. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Parent Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Stock to which such holder is entitled pursuant to Section 2.3(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Stock. (e) No certificates or script representing fractional shares of Parent Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. Each holder of Common Stock exchanged pursuant to the Merger who would otherwise be entitled to receive a fraction of a share of Parent Stock shall receive, upon surrender of such holder's Certificates in accordance with this Section 2.3, an amount in cash (without interest) equal to the product obtained by multiplying (i) such fractional share interest to which such holder (after taking into account all fractional share interests then held by such holder) would otherwise be entitled by (ii) the average of the per share closing sales prices of shares of Parent Stock as reported on the NYSE Composite Transactions reporting system (as reported in The Wall Street Journal or, in the absence thereof, by another authoritative source) during the five (5) consecutive trading days ending on (and including) the trading day immediately preceding the date of the Effective Time. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 2.3(b). (f) Any portion of the Merger Consideration made available to the Exchange Fund Agent pursuant to Section 2.3(a) (including the proceeds of any interest and other income received by the Paying Exchange Agent in respect of all such funds) that remains unclaimed by undistributed to the former stockholders of the Company six (6) months after the Effective Time shall be delivered to the Surviving CorporationParent, upon demand. Any former stockholders of the Company who have not theretofore complied with this Article 4 2 shall thereafter look only to the Surviving Corporation Parent for payment of any Merger Consideration Consideration, without any interest thereon, that may be payable upon surrender in respect of any Certificates each share of Common Stock such stockholder holds, held as of the Effective Time as determined pursuant to this Agreement, without any interest thereon. (eg) None of PurchaserParent, the Company, the Surviving Corporation, the Paying Exchange Agent or any other person Person shall be liable to any former holder of shares of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (fh) If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that which may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement. (i) Parent or Merger Sub shall pay all of the Exchange Agent's fees in connection with the exchange of the Merger Consideration for Certificates.

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, Purchaser shall appoint a commercial bank or trust company having net capital of not less than $100,000,000 and which is 20 billion, or such other party reasonably satisfactory to the Company, to act as paying agent hereunder for payment of the Merger Consideration upon surrender of Certificates (the "Paying Agent"). Purchaser shall, or shall cause the Surviving Corporation to, provide the Paying Agent with cash in amounts necessary to pay for all the shares of Common Stock pursuant to Section 4.2(a) and to make all payments in connection with the Options pursuant to Section 4.2(d), as and when such amounts are needed by the Paying Agent. Such amounts shall hereinafter be referred to as the "Exchange Fund."" The Exchange Fund shall not be used for any other purpose than as specified in this Section 4.3(a). (b) Promptly after the Effective Time, Purchaser shall cause the Paying Agent to mail to each holder of record of shares of Common Stock immediately prior to the Effective Time (other than holders of shares of Dissenting Common Stock) (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and which letter shall be in customary such form and have such other provisions as Purchaser may reasonably specify and (ii) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to promptly receive in exchange therefor the amount of cash into which shares of Common Stock theretofore previously represented by such Certificate shall have been converted pursuant to Section 4.2, and the shares represented by the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. In the event of a transfer of ownership of Common Stock which is not registered in the transfer records of the Company, payment may be made with respect to such Common Stock to such a transferee if the Certificate representing such shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (c) At and or after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged as provided in this Article 4. (d) Any portion of the Exchange Fund (including the proceeds of any interest and other income received by the Paying Agent in respect of all such funds) that remains unclaimed by the former stockholders of the Company six nine months after the Effective Time shall be delivered to the Surviving CorporationCorporation (subject to abandoned property, escheat or similar laws). Any former stockholders of the Company who have not theretofore previously complied with this Article 4 shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or similar laws) for payment of any Merger Consideration that may be payable upon surrender in respect of any Certificates each share of Common Stock such stockholder holds, holds as determined pursuant to this Agreement, without any interest thereon. Any amounts remaining unclaimed by holders of Common 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 entity) 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 (as defined in Section 11.8) previously entitled thereto. (e) None of Purchaser, the Company, the Surviving Corporation, the Paying Agent or any other person Person shall be liable to any former holder of shares of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement.

Exchange of Certificates Representing Common Stock. (a) Prior to the Effective Time, Purchaser Parent shall appoint a commercial bank or trust company having net capital company, subject to the reasonable satisfaction of not less than $100,000,000 and which is reasonably satisfactory to the Company, to act as paying agent Exchange Agent hereunder for payment the purpose of paying, in accordance with this Article 2, the Merger Cash Consideration upon surrender of and exchanging, in accordance with this Article 2, Certificates for the Parent Stock Consideration (the "Paying “Exchange Agent"”). Purchaser shall, or Parent shall take all steps necessary to cause the Surviving Corporation to, to provide the Paying Exchange Agent with cash the Merger Consideration to be delivered in amounts necessary to pay exchange for all the shares of Common Stock pursuant to Section 4.2(a2.2(a) and to make all payments in connection with the Options pursuant to Section 4.2(d), as and when such amounts are needed by the Paying Exchange Agent. Such amounts shall hereinafter be referred to as the "Exchange Fund." (b) Promptly As promptly as possible after the Effective Time, Purchaser Parent shall cause instruct the Paying Exchange Agent to mail to each holder of record of shares of Common Stock immediately prior to the Effective Time Stock: (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to such Certificates Certificate(s) shall pass, only upon delivery of the Certificates such Certificate(s) to the Paying Exchange Agent and which letter shall be in customary such form and have such other provisions as Purchaser may reasonably specify are customary for letters of this nature and (ii) instructions for effecting the surrender of such Certificates Certificate(s) in exchange for the Merger Consideration. Upon surrender of a Certificate such Certificate(s) to the Paying Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Paying Exchange Agent, the holder of such Certificate Certificate(s) shall be entitled to receive in exchange therefor a certificate (or evidence of shares in book entry form) representing that number of whole shares of Parent Stock and the amount of cash cash, without interest, into which shares of Common Stock theretofore formerly represented by such Certificate Certificate(s) shall have been converted into the right to receive pursuant to Section 4.22.2 after giving effect to any required Tax withholdings, and the shares formerly represented by the Certificate Certificate(s) so surrendered shall forthwith be canceledcancelled. If any portion of the Parent Stock Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration of such shares constituting such Parent Stock Consideration that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such delivery of such shares shall pay to the Exchange Agent any transfer or other Taxes required by reason of such registration in the name of a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateCertificate(s), including in lieu of any fractional shares of Parent Stock. In the event of a transfer of ownership of Common Stock which that is not registered in the transfer records of the Company, payment may be made with respect to such Common Stock to such a transferee if the Certificate such Certificate(s) representing such shares of Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes or other Taxes have been paid. Until surrendered as contemplated by this Section 2.4(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of Parent Stock and cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate(s) shall have been converted pursuant to this Article 2. Except to the extent that the holder provides the appropriate party with a validly executed IRS Form W-8 or W-9, as the case may be, Parent, Merger Sub or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Common Stock of the Company such amounts as Parent, Merger Sub or the Exchange Agent are required to deduct and withhold under the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”), or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by Parent, Merger Sub or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Common Stock of the Company in respect of whom such deduction and withholding was made by Parent, Merger Sub or the Exchange Agent. (c) All shares of Parent Stock issued and all cash paid upon surrender of Certificates in accordance with the terms of this Article 2 shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Common Stock theretofore represented by such Certificates. At and or after the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Company of the shares of Common Stock which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged as provided in this Article 42. (d) No dividends or other distributions with respect to Parent Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.4(e) until the surrender of such Certificate in accordance with this Article 2. Subject to the effect of applicable Laws, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Parent Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Stock to which such holder is entitled pursuant to Section 2.4(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Stock. (e) No certificates or script, or evidence of shares in book entry form, representing fractional shares of Parent Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. Each holder of Common Stock exchanged pursuant to the Merger who would otherwise be entitled to receive a fraction of a share of Parent Stock shall receive, upon surrender of such holder’s Certificates in accordance with this Section 2.4, an amount in cash (without interest) equal to the product obtained by multiplying (i) such fractional share interest to which such holder (after taking into account all fractional share interests then held by such holder) would otherwise be entitled by (ii) the average of the per share closing sales prices of shares of Parent Stock as reported on the NYSE Composite Transactions reporting system (as reported in The Wall Street Journal or, in the absence thereof, by another authoritative source) during the five (5) consecutive trading days ending on (and including) the trading day immediately preceding the date of the Effective Time. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 2.4(b). (f) Any portion of the Merger Consideration made available to the Exchange Fund Agent pursuant to Section 2.4(a) (including the proceeds of any interest and other income received by the Paying Exchange Agent in respect of all such funds) that remains unclaimed by undistributed to the former stockholders shareholders of the Company six (6) months after the Effective Time shall be delivered to the Surviving CorporationParent, upon demand. Any former stockholders shareholders of the Company who have not theretofore complied with this Article 4 2, with respect to the procedures for receiving the Merger Consideration to which they are entitled, shall thereafter look only to the Surviving Corporation Parent for payment of any Merger Consideration Consideration, without any interest thereon, that may be payable upon surrender in respect of any Certificates each share of Common Stock such stockholder holds, shareholder held as of the Effective Time as determined pursuant to this Agreement, without any interest thereon. (eg) None of PurchaserParent, the Company, the Surviving Corporation, the Paying Exchange Agent or any other person Person shall be liable to any former holder of shares of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (fh) If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that which may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement. (i) Parent or Merger Sub shall pay all of the Exchange Agent’s fees in connection with the exchange of the Merger Consideration for Certificates.