Common use of Exchange of Certificates Representing Shares Clause in Contracts

Exchange of Certificates Representing Shares. (a) As of the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent and reasonably satisfactory to the Company (the "Exchange Agent"), for the benefit of the holders of Shares, for exchange in accordance with this Article III, (i) certificates representing the number of Parent Shares issuable in the Merger, to be issued in respect of all Shares outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (exclusive of shares to be cancelled pursuant to Section 3.1(b)), and (ii) cash to be paid in lieu of the issuance of fractional shares as provided in Section 3.4 hereof (such cash and certificates for Parent Shares being hereinafter referred to collectively as the "Exchange Fund"). (b) Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of a certificate or certificates representing Shares (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates for Shares shall pass, only upon delivery of the certificates for Shares to the Exchange Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for Shares. Upon surrender of a certificate for Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive in exchange therefor that portion of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article III, after giving effect to any required withholding tax, and the certificate for Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash to be paid which is in the Exchange Fund as part of the Exchange Ratio. In the event of any transfer of ownership of Shares which has not been registered in the transfer records of the Company, certificates representing the proper number of Parent Shares, if any, together with a check in an amount equal to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred Shares presented to the Exchange Agent, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer taxes associated with such transfer were paid.

Exchange of Certificates Representing Shares. (a) As of At or prior to the Effective TimeClosing, Parent shall deposit, deliver or shall cause to be depositeddelivered, with an exchange agent selected in trust, to a bank or trust company designated by Parent and reasonably satisfactory to the Company (the "Exchange “Paying Agent"”), for the benefit of the holders of Shares, for exchange in accordance with this Article III, (i) certificates representing the number of Parent Shares issuable in the Merger, to be issued in respect of all Shares outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (exclusive other than holders of shares Shares to be cancelled pursuant to Section 3.1(b)3.1(c) and Dissenting Shares), and (ii) cash to be paid in lieu sufficient funds for timely payment of the issuance of fractional shares as provided in Section 3.4 hereof aggregate Merger Consideration (such cash and certificates for Parent Shares being hereinafter referred to collectively as the "Exchange “Consideration Fund"”) to be paid pursuant to this Section 3.2 in exchange for all outstanding Shares immediately prior to the Effective Time (other than Shares to be cancelled pursuant to Section 3.1(c) and Dissenting Shares). The Consideration Fund shall not be used for any other purposes. (b) Promptly after the Effective Time, Parent shall cause the Exchange Paying Agent to mail (or deliver at its principal office) to each holder of record of a certificate Certificates or certificates representing Book-Entry Shares whose Shares were converted into the right to receive Merger Consideration pursuant to Section 3.1(a), (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 the certificates for Shares Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the certificates for Certificates (or affidavits of loss in lieu thereof together with any required indemnity) or Book-Entry Shares to the Exchange Paying Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates Certificates or Book-Entry Shares in exchange for Sharespayment 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 certificate for Shares Book-Entry Share or a Certificate for cancellation to the Exchange Agent, Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions theretothereof, and with such other documents as may be required pursuant to such instructions, the holder thereof of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor that portion therefor, subject to any required withholding of Taxes, the Exchange Fund which such holder has the right to receive Merger Consideration pursuant to the provisions of this Article III, after giving effect to any required withholding tax, and the certificate for Shares Book-Entry Share or Certificate so surrendered shall forthwith be cancelled. No interest will shall be paid or accrued on the cash Merger Consideration payable to holders of Book-Entry Shares or Certificates. If any Merger Consideration is to be paid which to a Person other than a Person in whose name the 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 present proper evidence of transfer and pay to the Paying Agent any transfer or other Taxes required by reason of payment of the Merger Consideration to a Person other than the registered holder of the Book-Entry Share or Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Agent that such Tax has been paid or is not applicable. (c) The Consideration Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation. Earnings on the Consideration Fund shall be the sole and exclusive property of Parent and shall be paid to Parent or the Surviving Corporation, as Parent 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 net losses from any such investment, Parent shall promptly provide additional funds to the Paying Agent for the benefit of the applicable holders of Shares immediately prior to the Effective Time in the Exchange Fund as amount of such net losses, which additional funds shall be deemed to be part of the Exchange RatioConsideration Fund. In No investment of the event Consideration Fund shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. (d) At and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be cancelled and exchanged for the Merger Consideration pursuant to this Article III, except as otherwise provided by Law. (e) Any portion of the Consideration Fund (including the proceeds of any transfer investments thereof) that remains unclaimed by the applicable former stockholders of ownership the Company one (1) year after the Effective Time shall be delivered to the Surviving Corporation. Any holders of Certificates or Book-Entry Shares who have not theretofore complied with this Article III with respect to such Certificates or Book-Entry Shares shall thereafter look only to the Surviving Corporation for payment of their claim for Merger Consideration in respect thereof (if any). (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 its claim for Merger Consideration in respect thereof (if any). (g) If any Certificate shall have been registered 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 transfer records Paying Agent) by the Person claiming such Certificate to be lost, stolen or destroyed, and, if required by Parent, the posting by such Person of a bond in such reasonable and customary amount as Parent may direct as indemnity against any claim that may be made with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which such Person is entitled in respect of such Certificate pursuant to this Article III. (h) 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, certificates representing the proper number of Parent Shares, if any, together Company in connection with a check in an amount equal this Agreement by each individual who is subject to the proper amount reporting requirements of the cash component, if any, Section 16(a) of the Exchange FundAct to be exempt under Rule 16b-3 promulgated under the Exchange Act. (i) Parent, will Merger Sub, the Surviving Corporation or the Paying Agent shall be issued entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares, Options, Restricted Stock Awards, RSUs or Warrants such amounts as Parent, Merger Sub, the Surviving Corporation or the Paying Agent is or may be reasonably required to deduct and withhold with respect to the transferee making of such payment under the Code, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Parent, Merger Sub, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the certificate representing Shares, Options, Restricted Stock Awards, RSUs or Warrants in respect of which such deduction and withholding was made by Parent, Merger Sub, the transferred Shares presented to Surviving Corporation or the Exchange Paying Agent, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer taxes associated with such transfer were paid.

Exchange of Certificates Representing Shares. (a) As of the Company Effective Time, Parent Laser shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent Laser and reasonably satisfactory to the Company (the "Exchange Agent"), for the benefit of the holders of Sharesshares of Company Common Stock, for exchange in accordance with this Article III, : (i) certificates representing the number of Parent Laser Shares issuable in the Merger, Company Merger to be issued in respect of all Shares shares of Company Common Stock outstanding immediately prior to the Company Effective Time and which are to be exchanged pursuant to the Company Merger (exclusive of shares to be cancelled remain outstanding pursuant to Section 3.1(b) hereof or to be canceled pursuant to Section 3.1(c) hereof)), ; and (ii) cash in an amount sufficient to be paid in lieu of the issuance of fractional shares as provided in Section make any cash payment due under Sections 3.1(a)(i)(B) and 3.4 hereof (such cash and certificates for Parent Laser Shares being hereinafter referred to collectively as the "Exchange Fund"). (b) Promptly As soon as reasonably practicable after the Company Effective Time, Parent Laser shall cause the Exchange Agent to mail (or deliver at to its principal office) to each holder of record of a certificate or certificates representing Shares shares of Company Common Stock (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates for Shares shares of Company Common Stock shall pass, only upon delivery of the certificates for Shares such shares of Company Common Stock to the Exchange Agent and which shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent Laser may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for Sharesshares of Company Common Stock. Upon surrender of a certificate for Shares shares of Company Common Stock for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive in exchange therefor that portion of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article III, after giving effect to any required withholding taxTax, and the certificate for Shares shares of Company Common Stock so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash to be paid which is in the Exchange Fund as part portion of the Exchange RatioFund. In the event of any transfer of ownership of Shares shares of Company Common Stock which has not been registered in the transfer records of the Company, certificates representing the proper number of Parent Sharesshares of Laser Common Stock, if any, together with and a check in an amount equal to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred Shares presented shares of Company Common Stock, only upon presentation to the Exchange AgentAgent of a certificate or certificates representing such shares of Company Common Stock, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer taxes Taxes associated with such transfer were paid.

Exchange of Certificates Representing Shares. (a) As of At or prior to the Effective TimeClosing, Parent shall deposit, deliver or shall cause to be depositeddelivered, with an exchange agent selected in trust, to a bank or trust company designated by Parent and reasonably satisfactory to the Company (the "Exchange “Paying Agent"”), for the benefit of the holders of Shares, for exchange in accordance with this Article III, (i) certificates representing the number of Parent Shares issuable in the Merger, to be issued in respect of all Shares outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (exclusive other than holders of shares Shares to be cancelled pursuant to Section 3.1(b)3.1(c) and Dissenting Shares), and (ii) cash to be paid in lieu sufficient funds for timely payment of the issuance of fractional shares as provided in Section 3.4 hereof aggregate Merger Consideration (such cash and certificates for Parent Shares being hereinafter referred to collectively as the "Exchange “Consideration Fund"”) to be paid pursuant to this Section 3.2 in exchange for all outstanding Shares immediately prior to the Effective Time (other than Shares to be cancelled pursuant to Section 3.1(c) and Dissenting Shares). The Consideration Fund shall not be used for any other purposes. (b) Promptly after the Effective Time, Parent shall cause the Exchange Paying Agent to mail (or deliver at its principal office) to each holder of record of a certificate Certificates or certificates representing Book-Entry Shares whose Shares were converted into the right to receive Merger Consideration pursuant to Section 3.1(a), (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 the certificates for Shares Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the certificates for Certificates (or affidavits of loss in lieu thereof together with any required indemnity) or Book-Entry Shares to the Exchange Paying Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates Certificates or Book-Entry Shares in exchange for Sharespayment 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 certificate for Shares Book-Entry Share or a Certificate for cancellation to the Exchange Agent, Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions theretothereof, and with such other documents as may be required pursuant to such instructions, the holder thereof of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor that portion therefor, subject to any required withholding of Taxes, the Exchange Fund which such holder has the right to receive Merger Consideration pursuant to the provisions of this Article ARTICLE III, after giving effect to any required withholding tax, and the certificate for Shares Book-Entry Share or Certificate so surrendered shall forthwith be cancelled. No interest will shall be paid or accrued on the cash Merger Consideration payable to holders of Book-Entry Shares or Certificates. If any Merger Consideration is to be paid which to a Person other than a Person in whose name the 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 present proper evidence of transfer and pay to the Paying Agent any transfer or other Taxes required by reason of payment of the Merger Consideration to a Person other than the registered holder of the Book-Entry Share or Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Agent that such Tax has been paid or is not applicable. (c) The Consideration Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation. Earnings on the Consideration Fund shall be the sole and exclusive property of Parent and the Surviving Corporation and shall be paid to Parent or the Surviving Corporation, as Parent 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 net losses from any such investment, Parent shall promptly provide additional funds to the Paying Agent for the benefit of the applicable holders of Shares immediately prior to the Effective Time in the Exchange Fund as amount of such net losses, which additional funds shall be deemed to be part of the Exchange RatioConsideration Fund. In No investment of the event Consideration Fund shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. (d) At and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be cancelled and exchanged for the Merger Consideration pursuant to this ARTICLE III, except as otherwise provided by Law. (e) Any portion of the Consideration Fund (including the proceeds of any transfer investments thereof) that remains unclaimed by the applicable former stockholders of ownership the Company one (1) year after the Effective Time shall be delivered to the Surviving Corporation. Any holders of Certificates or Book-Entry Shares who have not theretofore complied with this ARTICLE III with respect to such Certificates or Book-Entry Shares shall thereafter look only to the Surviving Corporation for payment of their claim for Merger Consideration in respect thereof (if any). (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 its claim for Merger Consideration in respect thereof (if any). (g) If any Certificate shall have been registered 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 transfer records Paying Agent) by the Person claiming such Certificate to be lost, stolen or destroyed, and, if required by Parent, the posting by such Person of a bond in such reasonable and customary amount as Parent may direct as indemnity against any claim that may be made with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which such Person is entitled in respect of such Certificate pursuant to this ARTICLE III. (h) 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, certificates representing the proper number of Parent Shares, if any, together Company in connection with a check in an amount equal this Agreement by each individual who is subject to the proper amount reporting requirements of the cash component, if any, Section 16(a) of the Exchange FundAct to be exempt under Rule 16b-3 promulgated under the Exchange Act. (i) Parent, will Sub, the Surviving Corporation or the Paying Agent shall be issued entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares or Company Options such amounts as Parent, Sub, the Surviving Corporation or the Paying Agent is or may be reasonably required to deduct and withhold with respect to the transferee making of such payment under the Code, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Parent, Sub, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the certificate representing Shares or Company Options in respect of which such deduction and withholding was made by Parent, Sub, the transferred Shares presented Surviving Corporation or the Paying Agent. (j) Notwithstanding anything stated to the Exchange Agentcontrary in this Agreement, accompanied by all documents it is agreed that no deduction or withholding of any Israeli Income Tax shall be required or shall be made out of any consideration payable pursuant to this Agreement to any holder of Shares or Company Options (except for Company Options, Restricted Stock Awards or Company RSUs granted under the Israeli Equity Plan), and no amount out of such consideration is required to evidence be withheld and transferred or shall be withheld and transferred to the ITA, in each of the following cases: (i) Payments to holders of Shares qualifying under Income Tax Regulations (Tax Exemption for Foreign Residents on the Sale of Security) 5763-2003 in effect as of the prior transfer thereof date of this Agreement; or (ii) Payments to holders of Shares that are qualified residents of a jurisdiction that has a dual income tax treaty with Israel providing for an exemption in Israel from capital gains on a sale of Israeli assets. In order for a holder of Shares or Company Options to qualify under Sections 3.2(j)(i) or (ii) above, a holder of Shares or Company Options must provide to Parent, Sub, the Surviving Corporation or the Paying Agent a complete and to evidence that any applicable stock transfer taxes associated with such transfer were paidaccurate Tax Declaration in the form attached as Exhibit B hereto on which Parent, Sub, the Surviving Corporation or the Paying Agent will rely.

Exchange of Certificates Representing Shares. (a) As of At or prior to the Effective TimeClosing, Parent shall deposit, deliver or shall cause to be depositeddelivered, with an exchange agent selected in trust, to a bank or trust company designated by Parent and reasonably satisfactory to the Company (the "Exchange “Paying Agent"”), for the benefit of the holders of Shares, for exchange in accordance with this Article III, (i) certificates representing the number of Parent Shares issuable in the Merger, to be issued in respect of all Shares outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (exclusive other than holders of shares Shares to be cancelled pursuant to Section 3.1(b)3.1(c), and (ii) cash to be paid in lieu Shares held by any Subsidiary of the issuance Company and Dissenting Shares) sufficient funds for timely payment of fractional shares as provided in Section 3.4 hereof the aggregate Merger Consideration (such cash and certificates for Parent Shares being hereinafter referred to collectively as the "Exchange “Consideration Fund"”) to be paid pursuant to this Section 3.2 in exchange for all outstanding Shares immediately prior to the Effective Time (other than Shares to be cancelled pursuant to Section 3.1(c), Shares held by any Subsidiary of the Company and Dissenting Shares). The Consideration Fund shall not be used for any other purposes. (b) Promptly after the Effective Time, Parent shall cause the Exchange Paying Agent to mail (or deliver at its principal office) to each holder of record of a certificate Certificates or certificates representing Book-Entry Shares whose Shares were converted into the right to receive Merger Consideration pursuant to Section 3.1(a) (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 the certificates for Shares Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the certificates for Certificates (or affidavits of loss in lieu thereof together with any required indemnity) or Book-Entry Shares to the Exchange Paying Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates Certificates or Book-Entry Shares in exchange for Sharespayment 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 certificate for Shares Book-Entry Share or a Certificate for cancellation to the Exchange Agent, Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions theretothereof, and with such other documents as may be required pursuant to such instructions, the holder thereof of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor that portion therefor, subject to any required withholding of Taxes, the Exchange Fund which such holder has the right to receive Merger Consideration pursuant to the provisions of this Article III, after giving effect to any required withholding tax, and the certificate for Shares Book-Entry Share or Certificate so surrendered shall forthwith be cancelled. No interest will shall be paid or accrued on the cash Merger Consideration payable to holders of Book-Entry Shares or Certificates. If any Merger Consideration is to be paid which to a Person other than a Person in whose name the Book-Entry Share or Certificate surrendered in exchange therefor is registered, it shall be a condition precedent of such exchange that the Person requesting such exchange present proper evidence of transfer and pay to the Paying Agent any transfer or other Taxes required by reason of payment of the Merger Consideration to a Person other than the registered holder of the Book-Entry Share or Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Agent that such Tax has been paid or is not applicable. (c) The Consideration Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation. Earnings on the Consideration Fund shall be the sole and exclusive property of Parent and the Surviving Corporation and shall be paid to Parent or the Surviving Corporation, as Parent 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 net losses from any such investment, Parent shall promptly provide additional funds to the Paying Agent for the benefit of the applicable holders of Shares immediately prior to the Effective Time in the Exchange Fund as amount of such net losses, which additional funds shall be deemed to be part of the Exchange RatioConsideration Fund. In No investment of the event Consideration Fund shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. (d) At and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be cancelled and exchanged for the Merger Consideration pursuant to this Article III, except as otherwise provided by Law. (e) Any portion of the Consideration Fund (including any interest from or the proceeds of any transfer investments thereof) that remains unclaimed by the applicable former stockholders of ownership the Company nine (9) months after the Effective Time shall be delivered to the Surviving Corporation. Any holders of Certificates or Book-Entry Shares who have not theretofore complied with this Article III with respect to such Certificates or Book-Entry Shares shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or similar Laws, only as a general creditor thereof) for, and the Surviving Corporation shall remain liable for, payment of their claim for Merger Consideration in respect thereof (if any). (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 its claim for Merger Consideration in respect thereof (if any). (g) If any Certificate shall have been registered 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 transfer records Paying Agent) by the Person claiming such Certificate to be lost, stolen or destroyed, and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond in such reasonable and customary amount as Parent or the Surviving Corporation may direct as indemnity against any claim that may be made with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which such Person is entitled in respect of such Certificate pursuant to this Article III. (h) 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, certificates representing the proper number of Parent Shares, if any, together Company in connection with a check in an amount equal this Agreement by each individual who is subject to the proper amount reporting requirements of the cash component, if any, Section 16(a) of the Exchange FundAct to be exempt under Rule 16b-3 promulgated under the Exchange Act. (i) Parent, will Merger Sub, the Surviving Corporation or the Paying Agent shall be issued entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares, Company Deferred Stock Units, Company Options or Company Warrants such amounts as Parent, Merger Sub, the Surviving Corporation or the Paying Agent is or may be reasonably required to deduct and withhold with respect to the transferee making of such payment under the certificate representing Code, or any provision of state, local or foreign Tax Law. To the transferred Shares presented extent that amounts are so withheld and paid over to the Exchange appropriate taxing authority by Parent, Merger Sub, the Surviving Corporation or the Paying Agent, accompanied such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable holder in respect of which such deduction and withholding was made by all documents required to evidence and effect Parent, Merger Sub, the prior transfer thereof and to evidence that any applicable stock transfer taxes associated with such transfer were paidSurviving Corporation or the Paying Agent.

Exchange of Certificates Representing Shares. (a) As of the Effective Time, Parent Acquiror shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent Acquiror and reasonably satisfactory to the Company (the "Exchange Agent"), for the benefit of the holders of Sharesshares of Company Common Stock, Company Convertible Preferred Stock and Other Company Preferred Stock, for exchange in accordance with this Article III, (i) certificates representing the number of Parent Shares shares of Acquiror Common Stock issuable in the Merger, to be issued in respect of all Shares shares of Company Common Stock and Company Convertible Preferred Stock outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (exclusive of other than shares to be cancelled pursuant to Section 3.1(b3.1(d) hereof), (ii) certificates representing the number of shares of Acquiror New Preferred Stock issuable in the Merger, to be issued in respect of all shares of Other Company Preferred Stock outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (other than shares to be cancelled pursuant to Section 3.1(d) hereof), and (iiiii) cash in an amount sufficient to be paid in lieu of the issuance of fractional shares as provided in make any cash payment due under Section 3.4 hereof (such cash and certificates for Parent Shares shares of Acquiror Common Stock and shares of Acquiror New Preferred Stock being hereinafter referred to collectively as the "Exchange Fund"). (b) Promptly As soon as reasonably practicable after the Effective Time, Parent Acquiror shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of a certificate or certificates representing Shares shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates for Shares shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, shall pass, only upon delivery of the certificates for Shares such shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, to the Exchange Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent Acquiror may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for Sharesshares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be. Upon surrender of a certificate certificates for Shares shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive in exchange therefor that portion of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article III, after giving effect to any required withholding taxTax, and the certificate certificates for Shares shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, so surrendered shall forthwith be cancelled. No interest will be paid or accrued on either the stock or the cash to be paid which is in the Exchange Fund as part portion of the Exchange RatioFund. In the event of any transfer of ownership of Shares shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, which has not been registered in the transfer records of the Company, certificates representing the proper number of Parent Sharesshares of Acquiror Common Stock or Acquiror New Preferred Stock, if any, together with and a check in an amount equal to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred Shares presented shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, only upon presentation to the Exchange AgentAgent of a certificate or certificates representing such shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer taxes Taxes associated with such transfer were paid.

Exchange of Certificates Representing Shares. (a) As of At the Effective Time, Parent : (i) each Stockholder shall deposit, or shall cause surrender to be deposited, with an exchange agent selected by Parent EDT all if its shares and reasonably satisfactory to the Company interests in Learning-Edge (the "Exchange AgentCertificates"), ) held by such Stockholder for the benefit of the holders of Shares, for exchange in accordance with this Article III, (i) certificates representing the number of Parent Shares issuable in the Merger, to be issued in respect of all Shares outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (exclusive of shares to be cancelled pursuant to Section 3.1(b)), and (ii) cash to be paid in lieu of the issuance of fractional shares as provided in Section 3.4 hereof (such cash and certificates for Parent Shares being hereinafter referred to collectively as the "Exchange Fund"). (b) Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of a certificate or certificates representing Shares (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates for Shares shall pass, only upon delivery of the certificates for Shares to the Exchange Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for Shares. Upon surrender of a certificate for Shares for cancellation to the Exchange Agentcancellation, together with such a letter of transmittal, duly executed and completed in accordance with the instructions thereto, which shall specify that risk of loss and title to the holder thereof Certificate(s) shall pass to EDT upon such delivery; (ii) each Stockholder who has surrendered its Certificate(s) to EDT shall be entitled to receive in exchange therefor that portion thereof their respective pro rata share of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article IIIMerger Consideration, after giving effect to any required withholding taxtax withholdings, and the certificate for Shares Certificate(s) so surrendered shall forthwith be cancelledcanceled; (iii) EDT shall deliver to each Stockholder who has surrendered its Certificate(s) to EDT their respective pro rata share of the Merger Consideration in the form of a Note pursuant to SECTIONS 1.7(a)(ii) and (iii) hereof; and (iv) EDT shall deliver to its transfer agent a letter instructing the transfer agent to issue and deliver to each Stockholder who has surrendered its Certificate(s) to EDT a stock certificate for shares of EDT pursuant to SECTION 1.7(a)(i) hereof. No interest will be paid or accrued on the cash stock portion of the Merger Consideration upon surrender of Certificates. (b) Except for estate planning transfers at or after the date hereof or issuances of shares upon the exercise of stock options outstanding prior to the date hereof, there shall be no transfers or issuances of additional shares on the stock transfer books of Learning-Edge of Learning-Edge Stock which were outstanding immediately prior to the date hereof without EDT's prior written consent. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for certificates for Merger Consideration in accordance with the procedures set forth in SECTION 1.7. (c) None of Learning-Edge, the Surviving Corporation, Acquisition Subsidiary, EDT or any other person shall be liable to any former holder of Learning-Edge Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) 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 paid 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, EDT will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration, deliverable in respect thereof pursuant to this Agreement. (e) Notwithstanding the foregoing, no amounts shall be payable at the Effective Time with respect to any Dissenting Shares (as defined in SECTION 1.11) or any shares of Learning-Edge Stock with respect to which is in the Exchange Fund as part of the Exchange Ratiodissenters' rights have not terminated. In the event case of any transfer of ownership of Shares which has not been registered in the transfer records of the Company, certificates representing the proper number of Parent Dissenting Shares, if any, together payment shall be made in accordance with a check in an amount equal to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred Shares presented to the Exchange Agent, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer taxes associated with such transfer were paid.SECTION 1.11

Exchange of Certificates Representing Shares. (a) As of the Effective Time, Parent Rent-Way shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent Rent-Way and reasonably satisfactory to the Company HCI (the "Exchange Agent"), for the benefit of the holders of Shares, for exchange in accordance with this Article III, (i) certificates representing the number of Parent Rent-Way Shares issuable in the Merger, to be issued in respect of all Shares outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (exclusive of shares Shares to be cancelled canceled pursuant to Section 3.1(b)), and (ii) cash to be paid in lieu of the issuance of fractional shares as provided in Section 3.4 hereof (such cash and certificates for Parent Rent-Way Shares being hereinafter referred to collectively as the "Exchange Fund"). (b) Promptly after the Effective Time, Parent Rent-Way shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of a certificate or certificates representing which immediately prior to the Effective Time represented Shares (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates for Shares shall pass, only upon delivery of the certificates for Shares to the Exchange Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent Rent-Way may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for Shares. Upon surrender of a certificate for Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive in exchange therefor that portion of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article III, after giving effect to any required withholding tax, and the certificate for Shares so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the cash to be paid which is in the Exchange Fund as part of the Exchange Ratio. In the event of any transfer of ownership of Shares which has not been registered in the transfer records of the CompanyHCI, certificates representing the proper number of Parent Rent-Way Shares, if any, together with a check in an amount equal to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred Shares presented to the Exchange Agent, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer taxes associated with such transfer were paid.

Exchange of Certificates Representing Shares. (a) As of At the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent and reasonably satisfactory to the Company (the "Exchange Agent"), for the benefit of the holders of Shares, for exchange in accordance with this Article III, : (i) certificates representing the number of Parent Shares issuable in Stockholder shall deliver to EDT or to its transfer agent all Certificates evidencing its shares held by the Merger, to be issued in respect of all Shares outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (exclusive of shares to be cancelled pursuant to Section 3.1(b)), and (ii) cash to be paid in lieu of the issuance of fractional shares as provided in Section 3.4 hereof (such cash and certificates Stockholder for Parent Shares being hereinafter referred to collectively as the "Exchange Fund"). (b) Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of a certificate or certificates representing Shares (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates for Shares shall pass, only upon delivery of the certificates for Shares to the Exchange Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for Shares. Upon surrender of a certificate for Shares for cancellation to the Exchange Agentcancellation, together with such a letter of transmittal, duly executed and completed in accordance with the instructions thereto, which shall specify that risk of loss and title to the holder thereof Certificate(s) shall pass to EDT upon such delivery; (ii) the Stockholder, upon surrender of its Certificate(s) to EDT or its transfer agent shall be entitled to receive in exchange therefor that portion the shares of the Exchange Fund which such holder has the right EDT Stock it is entitled to receive pursuant to the provisions SECTION 1.7 of this Article IIIAgreement, after giving effect to any required withholding taxtax withholdings and the deposit of the Escrow Stock, and the certificate for Shares Certificate(s) so surrendered shall forthwith be cancelled. No interest will canceled; (iii) EDT shall deliver to its transfer agent a letter instructing the transfer agent to issue and deliver to the Stockholder, upon surrender of its Certificate(s), a stock certificate for shares of EDT pursuant to SECTION 1.7(A)(I) hereof and shall deliver to the Escrow Agent the Escrow Shares to be paid placed into escrow as provided for in the Escrow Agreement. (b) There shall be no transfers or accrued issuances of additional shares on the cash stock transfer books of ThoughtWare of ThoughtWare Stock which were outstanding immediately prior to the date hereof without EDT's prior written consent. (c) None of ThoughtWare, the Surviving Corporation, Acquisition Subsidiary, EDT or any other person shall be liable to any former holder of ThoughtWare Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) 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 paid 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, EDT will issue in exchange for shares of ThoughtWare Stock evidenced by such lost, stolen or destroyed Certificate the shares of EDT Stock issuable in respect thereof pursuant to this Agreement. (e) Notwithstanding the foregoing, no amounts shall be payable at the Effective Time with respect to any Dissenting Shares (as defined in SECTION 1.9) or any shares of ThoughtWare Stock with respect to which is in the Exchange Fund as part of the Exchange Ratiodissenters' rights have not terminated. In the event case of Dissenting Shares, payment shall be made in accordance with SECTION 1.9 and the TBCA. In the case of any transfer of ownership of Shares ThoughtWare Stock with respect to which has dissenters' rights have not been registered in the transfer records terminated as of the CompanyEffective Time, certificates representing the proper number if such shares of Parent ThoughtWare Stock become Dissenting Shares, if anypayment shall be made in accordance with SECTION 1.9 and the TBCA, together and if, instead, the dissenters' rights with a check in an amount equal respect to such shares irrevocably terminate after the proper amount Effective Time, such shares shall be entitled to receive the consideration payable pursuant to SECTION 1.7 of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred Shares presented to the Exchange Agent, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer taxes associated with such transfer were paidthis Agreement.

Exchange of Certificates Representing Shares. (a) As of the Effective Time, Parent Alrenco shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent Alrenco and reasonably satisfactory to the Company RTO (the "Exchange -------- Agent"), for the benefit of the holders of Shares, for exchange ----- in accordance with this Article III, (i) certificates representing the number of Parent Alrenco Shares issuable in the Merger, to be issued in respect of all Shares outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (exclusive of shares Shares to be cancelled canceled pursuant to Section 3.1(b)), and (ii) cash to be paid in lieu of the issuance of fractional shares as provided in Section 3.4 hereof (such cash and certificates for Parent Alrenco Shares being hereinafter referred to collectively as the "Exchange Fund").. ------------- (b) Promptly after the Effective Time, Parent Alrenco shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of a certificate or certificates representing Shares (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates for Shares shall pass, only upon delivery of the certificates for Shares to the Exchange Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent Alrenco may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for Shares. Upon surrender of a certificate for Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive in exchange therefor that portion of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article III, after giving effect to any required withholding tax, and the certificate for Shares so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the cash to be paid which is in the Exchange Fund as part of the Exchange Ratio. In the event of any transfer of ownership of Shares which has not been registered in the transfer records of the CompanyRTO, certificates representing the proper number of Parent Alrenco Shares, if any, together with a check in an amount equal to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred Shares presented to the Exchange Agent, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer taxes associated with such transfer were paid.

Exchange of Certificates Representing Shares. (a) As of the Effective Time, Parent shall depositmake available, or shall cause to be depositedmade available, with an exchange agent selected by Parent and reasonably satisfactory to the Company (the "Exchange Agent"), for the benefit of the holders of Shares, for exchange in accordance with this Article III2, (i) certificates representing the number of Parent Shares issuable in the Merger, to be issued in respect of all Shares outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (exclusive of shares in respect of which cash is to be paid pursuant to Section 2.1(a) (B) above and shares to be cancelled pursuant to Section 3.1(b2.1(b)), and (ii) cash to be paid in respect of Shares converted into the right to receive cash as provided in Section 2.1 (a) (B) above and cash to be paid in lieu of the issuance of fractional shares as provided in Section 3.4 2.7 hereof (such cash and certificates for Parent Shares being hereinafter referred to collectively as the "Exchange Fund"). (b) Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of a certificate or certificates representing Shares (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates for Shares shall pass, only upon delivery of the certificates for Shares to the Exchange Agent and such letter of transmittal shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholdingwithholding and customary representations and warranties and indemnification in respect thereof, as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for Shares. Upon surrender of a certificate for Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive in exchange therefor that portion of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article III2, after giving effect to any required withholding tax, and the certificate for Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash to be paid which is in the Exchange Fund as part or in respect of the Exchange Ratiocash in lieu of fractional shares. In the event of any transfer of ownership of Shares which has not been registered in the transfer records of the Company, certificates representing the proper number of Parent Shares, if any, together with a check in an amount equal to the proper amount of the cash componentto be paid in lieu of the issuance of fractional shares as provided in Section 2.7 hereof, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred Shares presented to the Exchange Agent, when accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer taxes associated with such transfer were paid.

Exchange of Certificates Representing Shares. (a) As of the Effective Time, Parent Acquiror shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent Acquiror and reasonably satisfactory to the Company (the "Exchange Agent"), for the benefit of the holders of Sharesshares of Company Common Stock, Company Convertible Preferred Stock and Other Company Preferred Stock, for exchange in accordance with this Article III, (i) certificates representing the number of Parent Shares shares of Acquiror Common Stock issuable in the Merger, to be issued in respect of all Shares shares of Company Common Stock and Company Convertible Preferred Stock outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (exclusive of other than shares to be cancelled pursuant to Section 3.1(b3.1(d) hereof), (ii) certificates representing the number of shares of Acquiror New Preferred Stock issuable in the Merger, to be issued in respect of all shares of Other Company Preferred Stock outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (other than shares to be cancelled pursuant to Section 3.1(d) hereof), and (iiiii) cash in an amount sufficient to be paid in lieu of the issuance of fractional shares as provided in make any cash 21 payment due under Section 3.4 hereof (such cash and certificates for Parent Shares shares of Acquiror Common Stock and shares of Acquiror New Preferred Stock being hereinafter referred to collectively as the "Exchange Fund"). (b) Promptly As soon as reasonably practicable after the Effective Time, Parent Acquiror shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of a certificate or certificates representing Shares shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates for Shares shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, shall pass, only upon delivery of the certificates for Shares such shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, to the Exchange Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent Acquiror may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for Sharesshares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be. Upon surrender of a certificate certificates for Shares shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive in exchange therefor that portion of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article III, after giving effect to any required withholding taxTax, and the certificate certificates for Shares shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, so surrendered shall forthwith be cancelled. No interest will be paid or accrued on either the stock or the cash to be paid which is in the Exchange Fund as part portion of the Exchange RatioFund. In the event of any transfer of ownership of Shares shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, which has not been registered in the transfer records of the Company, certificates representing the proper number of Parent Sharesshares of Acquiror Common Stock or Acquiror New Preferred Stock, if any, together with and a check in an amount equal to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred Shares presented shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may 22 be, only upon presentation to the Exchange AgentAgent of a certificate or certificates representing such shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer taxes Taxes associated with such transfer were paid.

Exchange of Certificates Representing Shares. (ai) As of At the Effective Time, Parent Acquiror shall depositmail to each person who was, or shall cause to be deposited, with an exchange agent selected by Parent and reasonably satisfactory to the Company (the "Exchange Agent"), for the benefit of the holders of Shares, for exchange in accordance with this Article III, (i) certificates representing the number of Parent Shares issuable in the Merger, to be issued in respect of all Shares outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (exclusive of shares to be cancelled pursuant to Section 3.1(b)), and (ii) cash to be paid in lieu of the issuance of fractional shares as provided in Section 3.4 hereof (such cash and certificates for Parent Shares being hereinafter referred to collectively as the "Exchange Fund"). (b) Promptly after at the Effective Time, Parent shall cause the Exchange Agent to mail (or deliver at its principal office) to each a holder of record (other than any of the Acquiror Group) of a certificate Certificate or certificates representing Shares Certificates (i) a letter of transmittal which shall specify that delivery shall be effected, and a risk of loss and title to the certificates for Shares Certificates shall pass, upon (and only upon upon) delivery of the certificates for Shares Certificates to the Exchange Agent Acquiror, and which shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent Acquiror may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates Certificates in exchange for Sharesthe Merger Consideration. Upon surrender to the Acquiror of a certificate for Shares Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall of such Certificate shall, subject to the provisions of SECTION 4.2 hereof, be entitled to receive in exchange therefor that portion of the Exchange Fund Merger Consideration, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article IIIARTICLE 4, after giving effect to any required withholding taxtax withholdings, and the certificate for Shares Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the cash to amount payable upon surrender of Certificates. (ii) At or after the date hereof, there shall be paid which is in no transfers on the Exchange Fund as part stock transfer books of the Exchange RatioCorporation of Shares which were outstanding immediately prior to the date hereof. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for certificates for Merger Consideration in accordance with the procedures set forth in this ARTICLE 4. (iii) None of the Corporation, the Surviving Corporation, Merger Sub, the Acquiror or any other person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (iv) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of any transfer an affidavit of ownership of Shares which has not been registered in that fact by the transfer records of the Companyperson claiming such Certificate to be lost, certificates representing the proper number of Parent Sharesstolen or destroyed and, if anyrequired by the Surviving Corporation, together 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 a check respect to such Certificate, Acquiror will issue in an amount equal exchange for such lost, stolen or destroyed Certificate the Merger Consideration, deliverable in respect thereof pursuant to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred Shares presented to the Exchange Agent, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer taxes associated with such transfer were paidthis Agreement.

Exchange of Certificates Representing Shares. (a) As of the Effective Time, Parent the Corporation shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent and reasonably satisfactory the Corporation on or prior to the Company Effective Time (the "Exchange Agent"), for the benefit of the holders of Shares, for exchange in accordance with this Article III4, (i) certificates representing the number shares of Parent Shares issuable in Corporation Common Stock, the Merger, to be issued in respect of all Shares outstanding immediately prior to the Effective Time Cash Consideration and which are to be exchanged pursuant to the Merger (exclusive of shares to be cancelled pursuant to Section 3.1(b)), and (ii) cash to be paid in lieu of the issuance of fractional shares as provided in Section 3.4 hereof of Corporation Common Stock (such cash and certificates for Parent Shares being hereinafter referred to collectively as the "Exchange Fund")) to be issued pursuant to Section 4.1 and paid pursuant to this Section 4.2 in exchange for outstanding Shares. (b) Promptly after the Effective Time, Parent the Corporation shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of a certificate or certificates representing Shares (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the such certificates for Shares shall pass, only upon delivery of the such certificates for Shares to the Exchange Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent the Corporation may reasonably specify, and (ii) any other required documents, (iii) instructions for use in effecting the surrender of such certificates in exchange for certificates representing shares of Corporation Common Stock, the certificates for SharesCash Consideration and cash in lieu of fractional shares, (iv) a description of the Contingent Payment Right and (v) a description of the Escrow Agreement. Upon surrender of a certificate for representing Shares for cancellation to the Exchange Agent, Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof of such certificate shall be entitled to receive in exchange therefor that portion (x) a certificate representing the number of the Exchange Fund whole shares of Corporation Common Stock to which such holder has shall be entitled and (y) a check representing the right to receive Cash Consideration and the amount of cash in lieu of fractional shares, plus the amount of any dividends, or distributions, if any, pursuant to the provisions of this Article IIIparagraph (c) below, after giving effect to any required withholding tax, and the certificate for Shares so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the cash in lieu of fractional shares or on the dividend or distribution, if any, payable to be paid which is in the Exchange Fund as part holders of the Exchange Ratiocertificates representing Shares pursuant to this Section 4.2. In the event of any a transfer of ownership of Shares which has is not been registered in the transfer records of the CompanyTrust, certificates a certificate representing the proper number of Parent Shares, if anyshares of Corporation Common Stock, together with a check for the Cash Consideration and the cash to be paid in an amount equal lieu of fractional shares plus, to the proper extent applicable, the amount of the cash componentany dividend or distribution, if any, of the Exchange Fundpayable pursuant to paragraph (c) below, will may be issued to the such a transferee of if the certificate representing Shares of the transferred Shares Trust is presented to the Exchange Agent, accompanied by all documents required to evidence and effect the prior such transfer thereof and to evidence that any applicable stock transfer taxes associated with such transfer were have been paid. (c) Notwithstanding any other provisions of this Agreement, no dividends or other distributions on Corporation Common Stock shall be paid with respect to any Shares represented by a certificate until such certificate is surrendered for exchange as provided herein; provided, however, that subject to the effect of applicable laws, following surrender of any such certificate, there shall be paid to the holder of the certificates representing whole shares of Corporation Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Corporation Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, 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 surrender and a payment date subsequent to surrender payable with respect to such whole shares of Corporation Common Stock, less the amount of any withholding taxes which may be required thereon. (d) At and after the Effective Time, there shall be no transfers on the stock transfer books of the Trust of the Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for certificates for shares of Corporation Common Stock and cash in lieu of fractional shares in accordance with this Section 4.2. (e) No fractional shares of Corporation Common Stock shall be issued pursuant hereto. In lieu of the issuance of any fractional share of Corporation Common Stock pursuant to Section 4.1(a), each holder of Shares upon surrender of a certificate for exchange shall be paid an amount in cash (without interest), equal to the product of (i) the fraction of a share of Corporation Common Stock which such holder would otherwise be entitled to receive under this Article 4 and (ii) $3.13.

Exchange of Certificates Representing Shares. (a) As of the Company Effective Time, Parent Laser shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent Laser and reasonably satisfactory to the Company (the "Exchange Agent"), for the benefit of the holders of Sharesshares of Company Common Stock, for exchange in accordance with this Article III, : (i) certificates representing the number of Parent Laser Shares issuable in the Merger, Company Merger to be issued in respect of all Shares shares of Company Common Stock outstanding immediately prior to the Company Effective Time and which are to be exchanged pursuant to the Company Merger (exclusive of shares to be cancelled remain outstanding pursuant to Section 3.1(b) hereof or to be canceled pursuant to Section 3.1(c) hereof)), ; and (ii) cash in an amount sufficient to be paid in lieu of the issuance of fractional shares as provided in Section make any cash payment due under Sections 3.1(a)(i)(B) and 3.4 hereof (such cash and certificates for Parent Laser Shares being hereinafter referred to collectively as the "Exchange Fund"). (b) Promptly As soon as reasonably practicable after the Company Effective Time, Parent Laser shall cause the Exchange Agent to mail (or deliver at to its principal office) to each holder of record of a certificate or certificates representing Shares shares of Company Common Stock (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates for Shares shares of Company Common Stock shall pass, only upon delivery of the certificates for Shares such shares of Company Common Stock to the Exchange Agent and which shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent Laser may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for Sharesshares of Company Common Stock. Upon surrender of a certificate for Shares shares of Company Common Stock for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive in exchange therefor that portion of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article III, after giving effect to any required withholding taxTax, and the certificate for Shares shares of Company Common Stock so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash to be paid which is in the Exchange Fund as part portion of the Exchange RatioFund. In the event of any transfer of ownership of Shares shares of Company Common Stock which has not been registered in the transfer records of the Company, certificates representing the proper number of Parent Sharesshares of Laser Common Stock, if any, together with and a check in an amount equal to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred Shares presented shares of Company Common Stock, only upon presentation to the Exchange AgentAgent of a certificate or certificates representing such shares of Company Common Stock, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer taxes Taxes associated with such transfer were paid.. Section

Exchange of Certificates Representing Shares. (a) As of the Effective Time, Parent Baxter shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent Baxter and reasonably satisfactory to the Company (the "Exchange Agent"), for the benefit of the holders of Shares, for exchange in accordance with this Article IIIII, (i) on the date of the Effective Time, certificates representing the number of Parent Shares shares of Baxter Common Stock and the CPR Certificates issuable in the Merger, to be issued in respect as part of all Shares outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (exclusive of shares to be cancelled pursuant to Section 3.1(b))Consideration, and (ii) from time to time, cash to be paid in lieu of the issuance of fractional shares shares, as provided in Section 3.4 hereof 2.6 and as requested by the Exchange Agent, and dividends and other distributions payable in respect of the shares of Baxter Common Stock as provided in Section 2.5 (such cash cash, CPR Certificates and certificates for Parent Shares shares of Baxter Common Stock, if any, together with dividends or distributions with respect thereto being hereinafter referred to collectively as the "Exchange Fund"). (b) Promptly after the Effective Time, Parent Baxter shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of a certificate or certificates representing Shares and to each holder of record of Dissenting Shares (i) a letter of transmittal which shall (A) specify that delivery shall be effected, and risk of loss and title to the certificates for Shares Certificates shall pass, only upon delivery of the certificates for Shares Certificates to the Exchange Agent and shall (B) be in such customary form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for SharesCertificates. Upon surrender of a certificate for Shares Certificate for cancellation to the Exchange Agent, together with such a letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive in exchange therefor that portion of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article IIIII, after giving effect to any required withholding tax, and the certificate for Shares Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash or other consideration to be paid which is in the Exchange Fund as part of the Exchange RatioMerger Consideration. In the event of any transfer of ownership of Shares which has not been registered in the transfer records of the CompanyCompany (an "Unregistered Transfer"), a CPR Certificate and certificates representing the proper number of Parent Sharesshares of Baxter Common Stock, if any, together with a check in an amount equal to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing Unregistered Transfer when the transferred Shares Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect the prior transfer thereof Unregistered Transfer and to evidence that any applicable stock transfer taxes associated with such transfer Unregistered Transfer were paid.

Exchange of Certificates Representing Shares. (a) As of the Company Effective Time, Parent Laser shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent Laser and reasonably satisfactory to the Company (the "Exchange AgentEXCHANGE AGENT"), for the benefit of the holders of Sharesshares of Company Common Stock, for exchange in accordance with this Article III, : (i) certificates representing the number of Parent Laser Shares issuable in the Merger, Company Merger to be issued in respect of all Shares shares of Company Common Stock outstanding immediately prior to the Company Effective Time and which are to be exchanged pursuant to the Company Merger (exclusive of shares to be cancelled remain outstanding pursuant to Section 3.1(b) hereof or to be canceled pursuant to Section 3.1(c) hereof)), ; and (ii) cash in an amount sufficient to be paid in lieu of the issuance of fractional shares as provided in Section make any cash payment due under Sections 3.1(a)(i)(B) and 3.4 hereof (such cash and certificates for Parent Laser Shares being hereinafter referred to collectively as the "Exchange FundEXCHANGE FUND"). (b) Promptly As soon as reasonably practicable after the Company Effective Time, Parent Laser shall cause the Exchange Agent to mail (or deliver at to its principal office) to each holder of record of a certificate or certificates representing Shares shares of Company Common Stock (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates for Shares shares of Company Common Stock shall pass, only upon delivery of the certificates for Shares such shares of Company Common Stock to the Exchange Agent and which shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent Laser may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for Sharesshares of Company Common Stock. Upon surrender of a certificate for Shares shares of Company Common Stock for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive in exchange therefor that portion of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article III, after giving effect to any required withholding taxTax, and the certificate for Shares shares of Company Common Stock so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash to be paid which is in the Exchange Fund as part portion of the Exchange RatioFund. In the event of any transfer of ownership of Shares shares of Company Common Stock which has not been registered in the transfer records of the Company, certificates representing the proper number of Parent Sharesshares of Laser Common Stock, if any, together with and a check in an amount equal to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred Shares presented shares of Company Common Stock, only upon presentation to the Exchange AgentAgent of a certificate or certificates representing such shares of Company Common Stock, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer taxes Taxes associated with such transfer were paid.