Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. Upon surrender to the Exchange Agent of a Certificate for cancellation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d).

Exchange of Certificates. Upon surrender to the Exchange Agent of a Certificate for cancellation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole shares of Parent Common Stock Stock, if any, to which such holder's shares of Company Common Stock have been converted into holder is entitled pursuant to this Article II and (and B) a check in the amount equal to the cash, if any, to which such holder is entitled pursuant to the provisions of this Article II (including any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f)2.04(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d2.04(d) (together, the "Additional Payments")), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stockthe applicable Merger Consideration and Additional Payments, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) if any, may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.42.04, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which applicable Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby have been convertedand Additional Payments, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)if any.

Exchange of Certificates. Upon surrender to the Exchange Agent of a Certificate for cancellation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d).

Exchange of Certificates. Upon surrender to the Exchange Agent of a Certificate for cancellation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate Certificate representing that number of whole shares of Parent Common Stock Stock, if any, which such holder's shares of Company Common Stock have been converted into holder has the right to receive pursuant to this Article II and (and B) a check in the amount equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this Article II (including any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f)2.05(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d2.05(d)), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stockthe applicable Merger Consideration, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f2.05(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d2.05(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.42.05, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which applicable Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby have been convertedthereby, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f2.05(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d2.05(d).

Exchange of Certificates. Upon surrender FNFG shall take all steps necessary to cause the Exchange Agent, within five (5) business days after the Effective Time, to mail to each holder of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for the Merger Consideration and cash in lieu of fractional shares, if any, into which the GLB Common Stock represented by such Certificates shall have been converted as a result of the Merger. The letter of transmittal shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon proper surrender of a Certificate for cancellationexchange and cancellation to the Exchange Agent, together with such a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a certificate representing that number of whole shares of Parent FNFG Common Stock (if any) to which such holder's shares former holder of Company GLB Common Stock shall have been converted into become entitled pursuant to this Article II the provisions of Section 3.1 or 3.2 hereof, (ii) a check representing that amount of cash (if any) to which such former holder of GLB Common Stock shall have become entitled pursuant to the provisions of Section 3.1 or 3.2 hereof and any (iii) a check representing the amount of cash (if any) payable in lieu of any fractional shares of Parent FNFG Common Stock to Stock, which such former holder is entitled has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d))3.2, and the Certificate so surrendered shall forthwith be canceledcancelled. In No interest will be paid or accrued on the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, cash payable in lieu of fractional shares. Certificates surrendered for exchange by any fractional person who is an “affiliate” of GLB for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing shares of Parent FNFG Common Stock to which until FNFG has received the written agreement of such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as person contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)8.4 hereof.

Exchange of Certificates. Upon surrender to the Exchange Agent of a Certificate for cancellation, together with such a letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder's shares of Company Common Stock shall have been converted into pursuant to this Article II 2 (and any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d).

Exchange of Certificates. Upon surrender to the Exchange Agent of a Certificate for cancellation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d).

Exchange of Certificates. Upon surrender (a) As soon as practicable after the Effective Time, and in no event later than ten (10) business days thereafter, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of one or more HBE Common Stock Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the HBE Common Stock Certificates shall pass, only upon delivery of the HBE Common Stock Certificates to the Exchange Agent Agent) and instructions for use in effecting the surrender of a the HBE Common Stock Certificates in exchange for SFS Common Stock Certificates and any cash in lieu of fractional shares into which the shares of HBE Common Stock represented by such HBE Common Stock Certificate or Certificates shall have been converted pursuant to this Agreement and the Plan of Merger. Upon proper surrender of an HBE Common Stock Certificate for cancellationexchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructionsexecuted, the holder of such HBE Common Stock Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a certificate SFS Common Stock Certificate representing that number of whole shares of Parent Common Stock which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent SFS Common Stock to which such holder is of HBE Common Stock shall have become entitled pursuant to the provisions of Section 2.4(f)1.4 hereof, and (ii) and a check representing the amount of any dividends or other distributions to which cash in lieu of fractional shares that such holder is entitled pursuant has the right to Section 2.4(d))receive in respect of such HBE Common Stock Certificate, and the HBE Common Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, No interest will be paid or accrued on any cash in lieu of any fractional shares payable to holders of Parent HBE Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)Certificates.

Exchange of Certificates. As soon as practicable after the Milestone Date, Parent shall notify the Rights Agent and the Rights Agent shall, upon being provided with the notice and instructions for surrender referred to below. promptly thereafter mail to all Holders of record of CVRs that were converted into the right to receive CVR Consideration (i) notice of the occurrence of the Milestone and (ii) instructions for surrendering their CVR Certificates in exchange for a certificate representing shares of Parent Common Stock and cash in lieu of fractional shares. Upon surrender of CVR Certificates for cancellation to the Exchange Agent of a Certificate for cancellationRights Agent, together with such a letter of transmittaltransmittal (which shall specify that delivery shall be effected, duly executed and completed risk of loss of, and title to, the CVR Certificates shall pass, only upon delivery of the CVR Certificates to the Rights Agent) and other requested documents and in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructionsthereon, the holder Holder of such Certificate Certificates shall be entitled to receive in exchange therefor (a) a certificate representing that number of whole shares of Parent Common Stock into which such holder's shares of Company Common Stock the CVRs theretofore represented by the CVR Certificates so surrendered shall have been converted into pursuant to the provisions of this Article II Agreement and (and b) a check in the amount of any cash due pursuant to Section 4.1(b) or Section 4.4. No interest shall be paid or shall accrue on any such amounts. Until surrendered in lieu accordance with the provisions of this Section, each CVR Certificate shall represent for all purposes only the right to receive CVR Consideration and, if applicable, amounts under Section 4.4. Shares of Parent Common Stock into which the CVRs shall be converted at the Milestone Date shall be deemed to have been issued on the Milestone Date. Subject to Section 6 hereof, if any fractional certificates representing shares of Parent Common Stock are to which such holder is entitled pursuant to Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to in a transferee if name other than that in which the CVR Certificate representing surrendered is registered, it shall be a condition of such shares of Company Common Stock is presented exchange that the person requesting such exchange shall deliver to the Exchange Agent, accompanied by Rights Agent all documents required necessary to evidence and effect such transfer and shall pay to the Rights Agent any transfer or other taxes required by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at all times after reason of the Effective Time to represent only the right to receive upon such surrender the number issuance of whole a certificate representing shares of Parent Common Stock into in a name other than that of the registered Holder of the CVR Certificate surrendered, or establish to the satisfaction of the Rights Agent that such tax has been paid or is not applicable. Beginning the date which is six months following the shares Milestone Date, Parent shall act as the Rights Agent and thereafter any holder of Company Common Stock formerly represented thereby have been converted, cash in lieu of an unsurrendered CVR Certificate shall look solely to Parent for any fractional shares of Parent Common Stock amounts to which such holder is entitled pursuant Holder may be due, subject to Section 2.4(fapplicable law. Notwithstanding any other provisions of this Agreement, any portion of the CVR Consideration remaining unclaimed five years after the Milestone Date (or such earlier date immediately prior to such time as such amounts would otherwise escheat to, or become property of, any governmental entity) and any dividends or other distributions shall be returned to which such holder is entitled pursuant to Section 2.4(d)the Parent.

Exchange of Certificates. Upon surrender Within five (5) business days after the Effective Time, NewAlliance shall take all steps necessary to cause the Exchange Agent to mail to each holder of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for, as the case may be, certificates representing the shares of NewAlliance Common Stock, cash in respect of the Cash Election Price, and cash in respect of the Fractional Share Price. The letter of transmittal (which shall be subject to the reasonable approval of CBI) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon proper surrender of a Certificate for cancellationexchange and cancellation to the Exchange Agent, together with such a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor therefore, as applicable, (i) a certificate representing that number of whole shares (if any) of Parent Common Stock which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent NewAlliance Common Stock to which such former holder is of CBI Common Stock shall have become entitled pursuant to the provisions of Section 2.4(f)3.1.2 hereof, (ii) and any dividends or other distributions a check representing that amount of cash (if any) to which such former holder is of CBI Common Stock shall have become entitled in respect of the Cash Election Price pursuant to the provisions of Section 2.4(d))3.1.3 hereof, and (iii) a check representing the amount of cash (if any) payable in respect of the Fractional Share Price, which such former holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1.5, and the Certificate so surrendered shall forthwith be canceledcancelled. In No interest will be paid or accrued on the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, cash payable in lieu of fractional shares. Certificates surrendered for exchange by any fractional person who is an “affiliate” of CBI for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing shares of Parent NewAlliance Common Stock to which until NewAlliance has received the written agreement of such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as person contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)8.4 hereof.

Exchange of Certificates. As soon as practicable after the Effective Time, the Escrow Agent shall send to each of the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, (ii) such other customary documents as may be required including, without limitation, a Form W-9, and (iii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for the Merger Consideration. Upon surrender of a Company Stock Certificate(s) to the Exchange Escrow Agent of a Certificate for cancellationexchange, together with such a duly executed letter of transmittal, duly executed and completed in accordance with the instructions thereto, transmittal and such other documents as may be reasonably required pursuant are customarily required, the Escrow Agent shall deliver to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor Company Stock Certificate(s): (i) a certificate representing that the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.5(ii)(A) of the Merger Agreement, and/or (ii) a check equal to the applicable portion of the Cash Consideration to which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of holder is entitled; provided that any fractional shares of Parent Common Stock to which such holder is may be entitled pursuant to Section 2.4(f)) shall be rounded up and any dividends or other distributions certificates representing Parent Common Stock to which such be delivered to the holder is entitled pursuant to Section 2.4(d)), and the Certificate so surrendered shall forthwith be canceledof a Company Stock Certificate(s) represent only whole shares of Parent Common Stock. In the event of a transfer of ownership of two or more Company Stock Certificates represent shares of Company Common Stock which is not registered in and Company Preferred Stock held by any single holder, all calculations respecting the transfer records number of shares and amount of cash to be delivered to such holder shall be made based on the Company, aggregate number of shares of represented by such Company Stock Certificates. All Company Stock Certificates surrendered to the Escrow Agent for exchange shall be cancelled. No dividends or other distributions declared or made with respect to Parent Common Stock, cash in lieu Stock with a record date after the Effective Time shall be paid to the holder of any fractional unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock to which represented thereby until such holder is entitled pursuant to surrenders such Company Stock Certificate in accordance with Section 2.4(f) and any dividends or other distributions to 1.9 of the Merger Agreement (at which time such holder is shall be entitled pursuant to Section 2.4(d) may receive all such dividends and distributions). In the interim, such dividends and distributions will be issued to a transferee if held by the Certificate representing Escrow Agent in trust for such shares of Company Common Stock is presented holders, and to the Exchange Agentextent such dividends and distributions consist of cash, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)an interest-bearing account.

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective Time, Parent will send (or cause to be sent) to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such customary provisions as Parent or its transfer agent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to Parent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for the Merger Consideration. Upon surrender to the Exchange Agent of a Company Stock Certificate to Parent or its transfer agent for cancellationexchange, together with such a duly executed letter of transmittal, duly executed and completed in accordance with the instructions thereto, transmittal and such other documents as may be reasonably required pursuant by Parent, Parent shall (a) cause to such instructions, be delivered to the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing that number of shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.5(a) (without giving effect to escrow arrangements), less such holder’s Pro Rata Escrow Shares, if any, (as defined in Section 1.8(e)), and (b) deliver to the Escrow Agent (as defined in Section 1.10) under the Escrow Agreement (as defined in Section 1.10) on behalf of such holder a certificate in the name of the Escrow Agent representing that number of shares of Parent Common Stock equal to such holder’s Pro Rata Escrow Shares, if any, provided that the certificates representing Parent Common Stock to be delivered to the holder of a Company Stock Certificate under clause (a) above and to the Escrow Agent under clause (b) above shall, in each case, represent only whole shares of Parent Common Stock which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in Stock. In lieu of any fractional shares to which such holder would otherwise be entitled, after combining any fractional interests of such holder into as many whole shares as is possible, the holder of such Company Stock Certificate shall be paid in cash an amount equal to the sum of (y) the dollar amount (rounded to the nearest whole cent) determined by multiplying the Exchange Ratio Price by the fraction of a share of Parent Common Stock that would otherwise be deliverable to such holder under clause (a) above, and (z) the dollar amount (rounded to the nearest whole cent) determined by multiplying the Exchange Ratio Price by the fraction of a share of Parent Common Stock that would otherwise be deliverable to the Escrow Agent under clause (b) above. Notwithstanding the foregoing, Parent may deliver to the Escrow Agent one certificate representing the total number of shares of Parent Common Stock to which such holder is entitled be held in escrow pursuant to this Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and the Certificate 1.8 in lieu of issuing separate certificates representing each holder’s Pro Rata Escrow Shares. All Company Stock Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.41.8, each Company Stock Certificate shall be deemed at all times deemed, from and after the Effective Time Time, to represent only the right to receive upon the Merger Consideration in accordance with this Agreement. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock or the payment of cash in lieu of fractional shares, require the owner of such surrender lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and indemnity, and in any case where the number of whole Merger Consideration to be issued to any stockholder is more than 1,000 shares of Parent Common Stock, to deliver a bond (in such sum as Parent may reasonably direct) as indemnity to Parent against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)Certificate.

Exchange of Certificates. Upon surrender Within three business days after the Effective Time, 1855 Bancorp shall take all steps necessary to cause the Exchange Agent to mail to each Record Holder of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for certificates representing the 1855 Common Stock and the cash in lieu of fractional shares into which the Sandwich Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Sandwich) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon surrender of a Certificate for cancellationexchange and cancellation to the 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 required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that for the number of whole shares of Parent Common Stock which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent 1855 Common Stock to which such holder is of Sandwich Common Stock shall have become entitled pursuant to the provisions of this Section 2.4(f)3.4 and (y) and any dividends or other distributions to a check representing the amount of cash in lieu of the fractional shares, if any, which such holder is entitled has the right to receive in respect of Certifi xxxxx surrendered pursuant to the provisions of this Section 2.4(d))3.4, and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In Certificates surrendered for exchange by any person who is an "affiliate" of Sandwich for purposes of Rule 145(c) under the event Securities Act of a transfer of ownership of 1933, as amended (the "Securities Act"), shall not exchanged for certificates representing shares of Company 1855 Common Stock which is not registered in until Buyer has received the transfer records written agreement of the Company, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as person contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)8.5 hereof.

Exchange of Certificates. Upon surrender Within five business days after the Effective Time, FCLF shall take all steps necessary to cause the Exchange Agent to mail to each holder of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and cash in lieu of fractional shares into which the Partners Common Stock represented by such Certificates shall have been converted as a result of the Merger. The letter of transmittal shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Promptly upon proper surrender of a Certificate for cancellationexchange and cancellation to the Exchange Agent, together with such a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a certificate representing that number of whole shares of Parent FCLF Common Stock (if any) to which such holder's shares of Company Common Stock former Partners Stockholder shall have been converted into become entitled pursuant to this Article II the provisions of Section 3.1.2 hereof, (ii) a check representing that amount of cash (if any) to which such former Partners Stockholder shall have become entitled pursuant to the provisions of Section 3.1.2, and any (iii) a check representing the amount of cash (if any) payable in lieu of any fractional shares of Parent FCLF Common Stock to Stock, which such holder is entitled former Partners Stockholder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d))3.4.2, and the Certificate so surrendered shall forthwith be canceled. In No interest will be paid or accrued on the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, cash payable in lieu of fractional shares. Certificates surrendered for exchange by any fractional shares Person who will be an Affiliate of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends FCLF or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at all times FCL Bank after the Effective Time to represent only the right to receive upon such surrender the number of whole shall not be exchanged for certificates representing shares of Parent FCLF Common Stock into which until FCLF has received the shares written agreement of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Person contemplated by Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)8.4.

Exchange of Certificates. Upon At the Effective Time, each holder of certificates representing Series C Preferred Stock (each, a "Series C Preferred Stockholder") (other than holders of Dissenting Shares) shall surrender to the Exchange Agent Company for exchange a certificate, duly endorsed in blank or accompanied by duly executed stock powers, representing the number of shares of each class of Series C Preferred held by such holder. Immediately after the Effective Time, (i) each Seller Party who has surrendered his, her or its certificates shall be issued the amount of TSI Networks Stock to which he, she or it is entitled under Section 1.02 above at the Closing and (ii) each other Series C Preferred Stockholder who has surrendered his, her or its certificates, and has executed and delivered to the Company a Certificate for cancellation, together with such letter of transmittal, duly executed and completed Joinder and Transmittal Agreement, substantially in accordance with the instructions theretoform attached hereto as Exhibit A (the "Joinder and Transmittal Agreement"), and such other documents as may be reasonably required pursuant subject to such instructionsthe further conditions of this Section 1.05, the holder of such Certificate shall be issued the amount of TSI Networks Stock to which he, she or it is entitled under Section 1.02 above at the later to receive in exchange therefor a certificate representing that number occur of whole shares (A) the Closing or (B) the execution and delivery of Parent Common the Joinder and Transmittal Agreement. Each share of TSI Networks Stock which such holder's shares of Company Common Stock have been converted into issued pursuant to this Article II (and any cash Section 1.05 shall bear the legend set forth in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and the Certificate so surrendered 11.21 below. Surrendered certificates shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) Until so surrendered and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4exchanged, each Certificate such certificate shall be deemed at all times after the Effective Time to represent only solely the right to receive upon such surrender the number of whole shares of Parent Common TSI Networks Stock into which the shares of Company Common Stock formerly it theretofore represented thereby shall have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled converted pursuant to Section 2.4(f) 1.02 above (and any dividends or other distributions except with respect to rights applicable to Dissenting Shares), and the Surviving LLC shall not be required to issue the consideration to which the holder of such holder is entitled pursuant certificate would otherwise have been entitled; provided that if any Series C Preferred Stockholder has failed to Section 2.4(d)surrender and exchange any such certificate or instrument by the first anniversary of this Agreement, such certificate or instrument shall forever cease to represent any rights to receive any portion of the TSI Networks Stock.

Exchange of Certificates. Upon surrender (a) As soon as practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of one or more Equality Common Stock Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Equality Common Stock Certificates shall pass, only upon delivery of the Equality Common Stock Certificates to the Exchange Agent Agent) and instructions for use in effecting the surrender of a the Equality Common Stock Certificates in exchange for Allegiant Common Stock Certificates and any cash in lieu of fractional shares into which the shares of Equality Common Stock represented by such Equality Common Stock Certificate or Certificates shall have been converted pursuant to this Agreement. Upon proper surrender of an Equality Common Stock Certificate for cancellationexchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructionsexecuted, the holder of such Equality Common Stock Certificate shall be entitled to receive in exchange therefor a certificate therefor, as applicable, (i) an Allegiant Common Stock Certificate representing that number of whole shares of Parent Common Stock which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent Allegiant Common Stock to which such holder is of Equality Common Stock shall have become entitled pursuant to the provisions of Section 2.4(f)) and any dividends or other distributions to which 1.4 hereof (after ----------- taking into account all shares of Equality Common Stock then held by such holder is entitled pursuant to Section 2.4(d)holder), and (ii) a check representing the amount of any cash in lieu of fractional shares that such holder has the right to receive in respect of such Equality Common Stock Certificate, and the Equality Common Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, No interest will be paid or accrued on any cash in lieu of any fractional shares payable to holders of Parent Equality Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)Certificates.

Exchange of Certificates. (a) As soon as practicable after the Effective Time, Parent will send to each of the registered holders of Company Stock Certificates a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and instructions for use in effecting the surrender of Company Stock Certificates in exchange for the Merger Consideration. Upon surrender to the Exchange Agent of a Company Stock Certificate to Parent for cancellationexchange, together with such a duly executed letter of transmittal, duly executed and completed in accordance with the instructions thereto, transmittal and such other documents as may be reasonably required pursuant by Parent, Parent shall (i) deliver to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor Company Stock Certificate, such holder's pro rata portion of the Cash Consideration and a certificate representing that 85% of the number of shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.6, and (ii) deliver to the Escrow Agent under the Escrow Agreement (as defined below) on behalf of such holder a certificate in the name of the Escrow Agent representing 15% of the number of shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.6, provided that the certificates representing Parent Common Stock to be delivered to the holder of a Company Stock Certificate under clause (i) above and to the Escrow Agent under clause (ii) above shall, in each case, represent only whole shares of Parent Common Stock which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares to which such holder would otherwise be entitled, the holder of such Company Stock Certificate shall be paid in cash an amount equal to the sum of (1) the dollar amount (rounded to the nearest whole cent) determined by multiplying $42.25 by the fraction of a share of Parent Common Stock that would otherwise be deliverable to which such holder is entitled pursuant under clause (i) above and (2) the dollar amount (rounded to Section 2.4(f)the nearest whole cent) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and determined by multiplying $42.25 by the Certificate so surrendered shall forthwith be canceled. In the event fraction of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares share of Parent Common StockStock that would otherwise be deliverable to the Escrow Agent under clause (ii) above. Notwithstanding the foregoing, cash in lieu Parent may deliver to the Escrow Agent one certificate representing the total number of any fractional shares of Parent Common Stock to which such be held in escrow pursuant to this Section 1.9(a) in lieu of issuing separate certificates representing 15% of the total shares of Parent Common Stock issuable to each holder is entitled of Company capital stock pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may 1.6(a). All Company Stock Certificates so surrendered shall be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paidcanceled. Until surrendered as contemplated by this Section 2.41.9, each Company Stock Certificate shall be deemed at all times deemed, from and after the Effective Time Time, to represent only the right to receive upon such surrender the number Merger Consideration in accordance with this Agreement. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of whole shares of any certificate representing Parent Common Stock into which or the shares payment of Company Common Stock formerly represented thereby have been converted, cash in lieu of fractional shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any fractional shares of claim that may be made against Parent Common or the Surviving Corporation with respect to such Company Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)Certificate.

Exchange of Certificates. Section 1.11(a) of the Initial Agreement is hereby amended and restated in its entirety as set forth below: As soon as practicable but in any event within seven (7) Business Days after the Effective Time, Parent will send to each of the registered holders of Company Stock Certificates a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and instructions for use in effecting the surrender of Company Stock Certificates in exchange for the consideration due to each such holder calculated in accordance with Section 1.8(a). Upon surrender to the Exchange Agent of a Company Stock Certificate to Parent for cancellationexchange, together with such a duly executed letter of transmittal, duly executed and completed in accordance with the instructions thereto, transmittal and such other documents as may be reasonably required requested by Parent, Parent shall deliver to the holder of such Company Stock Certificate, (A) that portion, if any, of the Accelerated Consideration Amount and Merger Per Share Consideration, as the case may be, that such holder has the right to receive at such time pursuant to Section 1.8(a) in cash, via wire transfer in immediately available funds, and (B) a certificate representing that number of shares of Parent Common Stock, if any, that such instructionsholder has the right to receive at such time pursuant to *** Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2 Section 1.8(a), provided that any certificates representing Parent Common Stock to be delivered to the holder of a Company Stock Certificate pursuant to this Section shall, in each case, represent only whole shares of Parent Common Stock. In lieu of any fractional shares to which such holder would otherwise be entitled, after combining any fractional interests of such holder into as many whole shares as is possible, the holder of such Company Stock Certificate shall be entitled to receive cash in exchange therefor an amount equal to the dollar amount (rounded to the nearest whole cent) determined by multiplying the Applicable Parent Share Price by the fraction of a certificate representing that number of whole shares share of Parent Common Stock which that would otherwise be deliverable to such holder's shares of Company Common Stock have been converted into holder pursuant to this Article II (and any cash in lieu of any fractional shares of Parent Common Section. All Company Stock to which such holder is entitled pursuant to Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.41.11, each Company Stock Certificate shall be deemed at all times deemed, from and after the Effective Time Time, to represent only the right to receive upon the consideration due to such surrender holder calculated in accordance with Section 1.8(a). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the number payment of whole shares any cash or issuance of any certificate representing Parent Common Stock into which or the shares payment of Company Common Stock formerly represented thereby have been converted, cash in lieu of fractional shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any fractional shares of claim that may be made against Parent Common or the Surviving Corporation with respect to such Company Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)Certificate.

Exchange of Certificates. Upon (a) Each holder of record at the Effective Time of the Merger of shares of MSCMG Common Stock shall be entitled, upon the surrender to the Exchange Agent Company or its transfer agent of a Certificate the certificate for its shares of MSCMG Common Stock for cancellation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing that the number of whole shares of Parent Common Stock which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock into which is not registered the holder's shares of MSCMG Common Stock shall have been converted in the transfer records of the Company, Merger under Section 3.1(a). (b) Until so presented and surrendered in exchange for a certificate or certificates representing shares of Parent Company Common Stock, cash in lieu of any fractional each certificate which represented issued and outstanding shares of Parent MSCMG Common Stock which were converted at the Effective Time of the Merger into the right to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such receive shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at for all times after corporate purposes, except as set forth below, to evidence the Effective Time to represent only the right to receive upon such surrender ownership of the number of whole shares of Parent Company Common Stock into which the holder's shares shall have been converted in the Merger. Unless and until any such certificates shall be so surrendered, the holder of such certificate shall not be entitled to receive any dividend or other distribution payable to holders of shares of Company Common Stock. Following such surrender, there shall be paid to the record holder of the certificate representing shares of Company Common Stock formerly represented thereby issued upon such surrender the amount of dividends (without interest thereon) which shall have been converted, cash in lieu become payable with respect to the number of any fractional shares of Parent Company Common Stock represented by the certificate issued in exchange upon such surrender; provided that such record holder shall not be entitled to which such holder is entitled pursuant to Section 2.4(f) and receive the Effective Date Payment, or any dividends or other distributions from or in respect of the Liquidating Trust, after the Effective Time of the Merger or any other proceeds of the liquidation referred to which such holder is entitled pursuant to in Section 2.4(d)3.2 above. SECTION 3.5.

Exchange of Certificates. Upon surrender to the Exchange Agent of a Certificate for cancellation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall will be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Legacy Common Stock which such holder's ’s shares of Company Xxxxx Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent Legacy Common Stock to which such holder is entitled pursuant to Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and the Certificate so surrendered shall will forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Xxxxx Common Stock which is not registered in the transfer records of the CompanyXxxxx, shares of Parent Legacy Common Stock, cash in lieu of any fractional shares of Parent Legacy Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Xxxxx Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall will be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Legacy Common Stock into which the shares of Company Xxxxx Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Legacy Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d).

Exchange of Certificates. Upon surrender At or prior to the date the Proxy Statement/Prospectus (as defined in Section 6.8) is mailed to shareholders of Biomatrix, Genzyme shall appoint an exchange agent (the "EXCHANGE AGENT"). Promptly after the Effective Time, Genzyme shall make available to the Exchange Agent certificates representing the shares of GBS Division Common Stock to be issued and shall pay to the Exchange Agent the aggregate cash amount to be paid, pursuant to this Agreement, in exchange for the outstanding shares of Biomatrix Common Stock. As promptly as practicable after the Effective Time, Genzyme or the Exchange Agent will send to each former holder of record of shares of Biomatrix Common Stock that were converted into the right to receive shares of GBS Division Common Stock and/or cash pursuant to this Agreement transmittal materials for use in exchanging Certificates for certificates representing the shares of GBS Division Common Stock and/or cash into which such holder's shares of Biomatrix Common Stock have been converted. Upon surrender of a Certificate for cancellationto Genzyme or the Exchange Agent, together with such a duly executed letter of transmittal, duly executed transmittal and completed in accordance with the instructions thereto, and such any other documents as may be reasonably required pursuant to such instructionsdocuments, the holder of such Certificate shall will be entitled to receive receive, in exchange therefor therefor, (x) a certificate representing that for the number of whole shares of Parent Common Stock which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent GBS Division Common Stock to which such holder is entitled entitled, plus (y) a check in the amount of any cash due pursuant to Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)2.1(a)(ii)(A), Section 2.1(b) or Section 2.13, and the such Certificate so surrendered shall forthwith will be canceled. In No interest will be paid or will accrue on any such amounts. Notwithstanding the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Companyforegoing, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may surrendered Certificate that represents Dissenting Shares will be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented returned to the Exchange Agent, accompanied by all documents required to evidence and effect person surrendering such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)Certificate.

Exchange of Certificates. Upon surrender Within five (5) business days after the Effective Time, NEWCO shall take all steps necessary to cause the Exchange Agent to mail to each holder of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for, as the case may be, certificates representing the shares of NEWCO Common Stock, cash in respect of the Cash Election Price, and cash in respect of the Fractional Share Price. The letter of transmittal (which shall be subject to the reasonable approval of Alliance) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon proper surrender of a Certificate for cancellationexchange and cancellation to the Exchange Agent, together with such a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a certificate representing that number of whole shares of Parent Common Stock which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent NEWCO Common Stock to which such former holder is of Alliance Common Stock shall have become entitled pursuant to the provisions of Section 2.4(f)3.1.2 hereof, (ii) and any dividends or other distributions a check representing that amount of cash (if any) to which such former holder is of Alliance Common Stock shall have become entitled in respect of the Cash Election Price pursuant to the provisions of Section 2.4(d))3.2 hereof, and (iii) a check representing the amount of cash (if any) payable in respect of the Fractional Share Price, which such former holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3, and the Certificate so surrendered shall forthwith be canceledcancelled. In No interest will be paid or accrued on the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, cash payable in lieu of fractional shares. Certificates surrendered for exchange by any fractional person who is an “affiliate” of Alliance for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing shares of Parent NEWCO Common Stock to which until NEWCO has received the written agreement of such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as person contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)8.5 hereof.

Exchange of Certificates. At the Closing, Parent shall enter into an agreement, in form and substance reasonably acceptable to Parent and the Company (the "PAYING AGENT AGREEMENT"), with a paying agent reasonably acceptable to the Company (the "PAYING AGENT"). As soon as practicable after the Effective Time, the Surviving Corporation shall mail to each holder of record of Common Stock other than the Company, Parent and any subsidiary of the Company or Parent, including Acquisition Sub, (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates representing such holder's Common Stock (the "CERTIFICATES") shall pass, only upon delivery of the Certificates to the Paying Agent, which letter of transmittal shall be in such form and have such other provisions as shall be required for the surrender of the Certificates in exchange for the amount of cash specified in Section 1.4(a)(iii). Upon surrender of a Certificate(s) for cancellation to the Exchange Agent of a Certificate for cancellationSurviving Corporation or the Paying Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions theretoexecuted, and and/or such other documents as may be reasonably required pursuant to such instructionsby the Paying Agent, the holder of such Certificate Certificate(s) shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole cash into which the shares of Parent Common Stock which such holder's shares of Company Common Stock theretofore represented by the Certificate(s) shall have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d))converted, and the Certificate Certificate(s) so surrendered shall forthwith be canceled. In No interest will be paid or will accrue on the event cash payable upon surrender of any Certificate(s). If a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares payment of Parent Common Stock, the proper amount of cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate Certificate(s) representing such shares of Company Common Stock is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d).all

Exchange of Certificates. Upon surrender to the Exchange Agent of a Certificate for cancellation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall will be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and the Certificate so surrendered shall will forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall will be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d).

Exchange of Certificates. On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1, and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to the Exchange Agent of a Certificate for cancellationexchange, together with such a duly executed letter of transmittal, duly executed and completed in accordance with the instructions thereto, transmittal and such other documents as may be reasonably required pursuant to such instructionsby the Exchange Agent or Parent, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which that such holder has the shares right to receive pursuant to the provisions of Company Common Stock formerly represented thereby have been converted, Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to which the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Company Stock Certificate to any Person who may be an "affiliate" (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent a duly executed Affiliate Agreement as contemplated by Section 5.10. No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder is entitled pursuant has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 2.4(f) 1.7 (at which time such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or other distributions with respect to which such holder is Parent Common Stock. Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to Section 2.4(dthis Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Exchange of Certificates. Upon surrender Within five (5) business days after the Effective Time, NewAlliance shall take all steps necessary to cause the Exchange Agent to mail to each holder of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for, as the case may be, certificates representing the shares of NewAlliance Common Stock, cash in respect of the Cash Election Price, and cash in respect of the Fractional Share Price. The letter of transmittal (which shall be subject to the reasonable approval of CBI) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon proper surrender of a Certificate for cancellationexchange and cancellation to the Exchange Agent, together with such a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor therefore, as applicable, (i) a certificate representing that number of whole shares (if any) of Parent Common Stock which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of any fractional shares of Parent NewAlliance Common Stock to which such former holder is of CBI Common Stock shall have become entitled pursuant to the provisions of Section 2.4(f)3.1.2 hereof, (ii) and any dividends or other distributions a check representing that amount of cash (if any) to which such former holder is of CBI Common Stock shall have become entitled in respect of the Cash Election Price pursuant to the provisions of Section 2.4(d))3.1.3 hereof, and (iii) a check representing the amount of cash (if any) payable in respect of the Fractional Share Price, which such former holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1.5, and the Certificate so surrendered shall forthwith be canceledcancelled. In No interest will be paid or accrued on the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock, cash payable in lieu of fractional shares. Certificates surrendered for exchange by any fractional person who is an "affiliate" of CBI for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing shares of Parent NewAlliance Common Stock to which until NewAlliance has received the written agreement of such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as person contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)8.4 hereof.

Exchange of Certificates. Upon surrender to the Exchange Agent of a Certificate for cancellation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate Certificate representing that number of whole shares of Parent Common Stock Stock, if any, which such holder's shares of Company Common Stock have been converted into holder has the right to receive pursuant to this Article II and (and ii) a check in the amount equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this Article II (including any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f)2.04(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d2.04(d)), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stockthe applicable Merger Consideration, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f2.04(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d2.04(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.42.04, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which applicable Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby have been convertedthereby, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f2.04(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d2.04(d).

Exchange of Certificates. Upon surrender (a) As of the Effective Date, HCCH shall deposit with KeyCorp Shareholder Services, Inc., or such company as may be designated by HCCH and reasonably acceptable to AVEMCO (the "Exchange Agent"), for the benefit of the holders of shares of AVEMCO Common Stock, for exchange in accordance with this Article II, through the Exchange Agent, certificates representing the shares of HCCH Common Stock (such shares of HCCH Common Stock being hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 2.3 in exchange for outstanding shares of AVEMCO Common Stock. Except as contemplated by Section 2.3, the Exchange Fund shall not be used for any other purpose. HCCH agrees to make available to the Exchange Agent, from time-to-time as needed, cash sufficient to pay cash in lieu of fractional shares. (b) As soon as reasonably practicable after the Effective Time, HCCH shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of AVEMCO Common Stock (the "Certificates") whose shares were converted into the right to receive shares of HCCH Common Stock pursuant to Section 2.3, (i) a letter of 5 11 transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as HCCH may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of HCCH Common Stock. Upon surrender of a Certificate for cancellationcancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to promptly receive in exchange therefor a certificate representing that number of whole shares of Parent HCCH Common Stock (rounded down to the nearest whole share) which such holder's shares of Company Common Stock have been converted into holder has the right to receive pursuant to the provisions of this Article II (and any after taking into account all the shares of AVEMCO Common Stock then held by such holder under all such Certificates so surrendered and/or cash in lieu of any fractional shares of Parent HCCH Common Stock to which such holder is entitled pursuant to Section 2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d))2.3, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company AVEMCO Common Stock which is not registered in the transfer records of AVEMCO, a certificate representing the Company, proper number of shares of Parent Common Stock, cash in lieu of any fractional shares of Parent HCCH Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if person other than the person in whose name the Certificate representing such shares of Company Common Stock so surrendered is presented registered, if, upon presentation to the Exchange Agent, accompanied by all documents required to evidence such Certificate shall be properly endorsed or otherwise be in proper form for transfer and effect the person requesting such transfer and shall pay any transfer or other taxes required by evidence reason of the issuance of shares of HCCH Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of HCCH that any applicable stock transfer taxes have such tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.42.4(b), each Certificate shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the number of whole certificate representing shares of Parent HCCH Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, and cash in lieu of any fractional shares of Parent HCCH Common Stock as contemplated by this Section 2.4. No interest will be paid or will accrue on any cash payable pursuant to this Article II. (c) No dividends or other distributions with respect to HCCH Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of HCCH Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.4(e) until the holder of record of such Certificate shall surrender such Certificate. Following surrender of any such Certificate, there shall be paid to the record holder of the certificate representing whole shares of HCCH Common 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 HCCH Common Stock to which such holder is entitled pursuant to Section 2.4(f2.4(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 HCCH Common 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 HCCH Common Stock. (d) All shares of HCCH Common Stock issued upon the surrender for exchange of shares of AVEMCO Common Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.4(c) or 2.4(e)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of AVEMCO Common Stock, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of AVEMCO Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II. (e) (i) No certificates or scrip representing fractional shares of HCCH Common 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 rights of a shareholder of HCCH. (ii) In lieu of the issuance of fractional shares of HCCH Common Stock, each holder of record of issued and outstanding shares of AVEMCO Common Stock, as of the Effective Time shall be entitled to receive a cash payment (without interest) (each a "Fractional Payment" and, collectively, the "Fractional Payments") equal to the fair market value of the fractional share of HCCH Common Stock to which such holder would be entitled but for this provision. For purposes of calculating such cash payment, the fair market 6 12 value of a fraction of a share of HCCH Common Stock shall be such fraction multiplied by the Average Market Price. (f) Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six (6) months after the Effective Time shall be delivered to HCCH, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to HCCH for payment of their claim for HCCH Common Stock, any cash in lieu of fractional shares of HCCH Common Stock, and any dividends or other distributions with respect to which such holder is entitled HCCH Common Stock. (g) None of HCCH, Merger Sub, AVEMCO or the Exchange Agent shall be liable to any person in respect of any shares of HCCH Common Stock (or dividends or distributions with respect thereto) or cash that the Exchange Agent delivered to a public official pursuant to Section 2.4(d).any applicable abandoned property, escheat or similar law. (h) 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 or HCCH, the posting by such person of a bond in such reasonable amount as the Surviving Corporation or HCCH may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of HCCH Common Stock and any cash in lieu of fractional shares, and unpaid dividends and distributions on shares of HCCH Common Stock deliverable in respect thereof, pursuant to this Agreement. SECTION 2.5

Exchange of Certificates. As soon as practicable after the Effective Time, the Escrow Agent shall send to each of the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, (ii) such other customary documents as may be required including, without limitation, a Form W-9, and (iii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for the Merger Consideration. Upon surrender of a Company Stock Certificate(s) to the Exchange Escrow Agent of a Certificate for cancellationexchange, together with such a duly executed letter of transmittal, duly executed and completed in accordance with the instructions thereto, transmittal and such other documents as may be reasonably required pursuant are customarily required, the Escrow Agent shall deliver to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor Company Stock Certificate(s): (i) a certificate representing that the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.5(ii)(A) of the Merger Agreement, and/or (ii) a check equal to the applicable portion of the Cash Consideration to which such holder's shares of Company Common Stock have been converted into pursuant to this Article II (and any cash in lieu of holder is entitled; provided that any fractional shares of Parent Common Stock to which such holder is may be entitled pursuant to Section 2.4(f)) shall be rounded up and any dividends or other distributions certificates representing Parent Common Stock to which such be delivered to the holder is entitled pursuant to Section 2.4(d)), and the Certificate so surrendered shall forthwith be canceledof a Company Stock Certificate(s) represent only whole shares of Parent Common Stock. In the event of a transfer of ownership of two or more Company Stock Certificates represent shares of Company Common Stock which is not registered in and Company Preferred Stock held by any single holder, all calculations respecting the transfer records number of shares and amount of cash to be delivered to such holder shall be made based on the Company, aggregate number of shares of represented by such Company Stock Certificates. All Company Stock Certificates surrendered to the Escrow Agent for exchange shall be cancelled. No dividends or other distributions declared or made with respect to Parent Common Stock, cash in lieu Stock with a record date after the Effective Time shall be paid to the holder of any fractional unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock to which represented thereby until such holder surrenders such Company Stock Certificate in accordance with Section 1.9 of the Merger Agreement (at which time such holder shall be entitled to receive all such dividends and distributions). In the interim, such dividends and distributions will be held by the Escrow Agent in trust for such holders, and to the extent such dividends and distributions consist of cash, in an interest-bearing account. Issue and Ownership of the Parent Preferred Stock. Parent hereby issues to and deposits with the Escrow Agent the Parent Preferred Stock to be hereafter held of record by the Escrow Agent as escrow agent for and on behalf of, and for the use and benefit of, the Company Equity Participants and in accordance with the provisions of this Agreement and the Merger Agreement. Parent hereby acknowledges receipt from the Escrow Agent as escrow agent for and on behalf of the Company Equity Participants of good and valuable consideration (and the adequacy thereof) for the issuance of the Parent Preferred Stock by Parent to the Escrow Agent. During the term of the Escrow Fund and subject to the terms and conditions of this Agreement and the Merger Agreement, the Escrow Agent shall possess and be vested with full legal ownership of the Parent Preferred Stock and shall be entitled to exercise all of the rights and powers of an owner with respect to the Parent Preferred Stock, provided that the Escrow Agent shall: hold the Parent Preferred Stock and the legal title thereto as escrow agent solely for the use and benefit of the Company Equity Participants in accordance with the provisions of this Agreement and the Merger Agreement; and except as specifically authorized by this Agreement and the Merger Agreement, have no power or authority to sell, transfer or otherwise deal in or with the Parent Preferred Stock and the Parent Preferred Stock shall not be used or disposed of by the Escrow Agent for any purpose other than the purposes for which this Escrow Fund is entitled created pursuant to Section 2.4(f) this Agreement and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)Merger Agreement.