Common use of Exchange of Common Stock Clause in Contracts

Exchange of Common Stock. (a) From time to time, on or before the Effective Time, in the event fewer than 80% of the then outstanding Shares are tendered and not withdrawn pursuant to the Offer, Parent shall cause to be deposited in trust with a bank or trust company designated by Parent and satisfactory to the Company (the "Paying Agent") cash, cash equivalents or a combination thereof in amounts and ------------- at the times necessary for the prompt payment of the Merger Consideration upon surrender of certificates representing Shares as part of the Merger pursuant to Section 3.1 (it being understood that any and all interest earned on funds made available to the Paying Agent pursuant to this Agreement and not used to pay Merger Consideration shall be turned over to Parent). (b) Promptly after the Effective Time, the Paying Agent (which, for the purposes of this subsection (b), may be Parent) shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Common Stock that were converted into the right to receive the Merger Consideration pursuant to Section 3.1 (the "Certificates") a form letter of transmittal (which shall specify that delivery ------------- shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender by such holder to the Paying Agent of a Certificate, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, cash in an amount equal to the product of the number of shares of Common Stock represented by such Certificate multiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If the payment is to be made to a person other than the person in whose name a Certificate surrendered is registered, it shall be a condition of payment that (a) the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and (b) the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2, each Certificate shall represent for all purposes whatsoever only the right to receive the Merger Consideration in cash multiplied by the number of shares evidenced by such Certificate, without any interest thereon. (c) After the Effective Time there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer or for any other reason, they shall be canceled and exchanged for cash as provided in this Article 3, except as otherwise provided by law.

Exchange of Common Stock. (a) From time to time, on On or before the Effective Time, in the event fewer than 80% of the then outstanding Shares are tendered and not withdrawn pursuant to the Offer, Parent shall cause to be deposited in trust with a bank or trust company designated by the Parent and reasonably satisfactory to the Company (the "Paying Agent") cash, cash equivalents or a combination thereof in amounts an aggregate amount equal to the product of (a) the number of shares of Common Stock issued and ------------- outstanding at the times necessary for the prompt payment of Effective Time (other than Dissenting Shares, Treasury Shares and Parent Shares), multiplied by (b) the Merger Consideration upon surrender of certificates representing Shares (such product being hereinafter referred to as part of the Merger pursuant to Section 3.1 (it being understood that any and all interest earned on funds made available to "Payment Fund"). Parent shall cause the Paying Agent to make the payments provided for in Section 3.1 out of the Payment Fund (other than Section 3.1(d) which shall be paid by the Surviving Corporation immediately following the Effective Time and other than Section 3.1(e)). The Paying Agent shall invest undistributed portions of the Payment Fund as Parent directs in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest investment grade rating from both Moody's Investor Services, Inc. and Standard & Poor's Corporation, or xx xxxtificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 (collectively, "Permitted Investments"); provided, however, that the maturities of Permitted Investments shall be such as to permit the Paying Agent to make prompt payment to former holders of shares of Common Stock entitled thereto as contemplated by this Section. Parent shall cause the Payment Fund to be promptly replenished to the extent of any losses incurred as a result of Permitted Investments. All net earnings of Permitted Investments shall be paid to Parent as and when requested by Parent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of Common Stock shall be entitled under Section 3.1 or this Section 3.2, Parent shall in any event be liable for payment thereof. The Payment Fund shall not be used for any purpose except as expressly provided in this Agreement. If any cash or cash equivalents deposited with the Paying Agent for purposes of paying the Merger Consideration for the Common Stock pursuant to this Agreement and not used to pay Merger Consideration Article 3 remain unclaimed following the expiration of one year after the Effective Time, such cash or cash equivalents (together with accrued interest) shall be turned over delivered to Parent)the Surviving Corporation by the Paying Agent and, thereafter, holders of certificates that immediately prior to the Effective Time represented shares of Common Stock shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or similar laws) as general creditors thereof. (b) Promptly after the Effective Time, the Paying Agent (which, for the purposes of this subsection (b), may be Parent) shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Common Stock that were converted into the right to receive the Merger Consideration pursuant to Section 3.1 (the "Certificates") a form letter of transmittal (which shall specify that delivery ------------- shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender by such holder to the Paying Agent of a Certificate, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, cash in an amount equal to the product of the number of shares of Common Stock represented by such Certificate multiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If the payment is to be made to a person other than the person in whose name a Certificate surrendered is registered, it shall be a condition of payment that (a) the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and (b) the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2, each Certificate shall represent for all purposes whatsoever only the right to receive the Merger Consideration in cash multiplied by the number of shares evidenced by such Certificate, without any interest thereon. (c) After the Effective Time there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer or for any other reason, they shall be canceled and exchanged for cash as provided in this Article 3, except as otherwise provided by law.

Exchange of Common Stock. (a) From time to time, on or before At the Effective Time, in the event fewer than 80% of the then outstanding Shares are tendered and not withdrawn pursuant to the Offer, Parent shall cause to be deposited in trust with a bank or trust company designated by Parent and satisfactory to the Company (the "Paying Agent") cash, cash equivalents or a combination thereof in amounts and ------------- at the times necessary for the prompt payment ------------------------ virtue of the Merger Consideration upon surrender of certificates representing Shares as and without any action on the part of Parent, Acquisition Sub, the Merger pursuant to Section 3.1 (it being understood that Company or the holders of any and all interest earned on funds made available to of the Paying Agent pursuant to this Agreement and not used to pay Merger Consideration shall be turned over to Parent).capital stock of the Company: (ba) Promptly after the Effective Time, the Paying Agent Each share of Company Common Stock (which, for the purposes of this subsection (b), may be Parentas defined in Section 4.1(c) shall mail to each holder of record of a certificate or certificates that -------------- hereof) issued and outstanding immediately prior to the Effective Time represented outstanding (other than shares of Company Common Stock that were are owned by the Company and other than Dissenting Shares (as defined in Section 2.3 hereinafter) shall be automatically ----------- converted into the right to receive receive, and there shall be paid and issued as provided in this Agreement in exchange for such share, a pro rata allocation of the Aggregate Merger Consideration pursuant as provided in Section 3.1. All such shares ----------- of Company Common Stock, when so converted, shall cease to Section 3.1 (the "Certificates") a form letter of transmittal (which be outstanding and shall specify that delivery ------------- automatically be canceled and retired and shall be effectedcease to exist, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender by such each holder to the Paying Agent of a Certificate, together with certificate or certificates formerly representing any such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, cash in an amount equal to the product of the number of shares of Company Common Stock represented by such Certificate multiplied by the Merger Considerationshall thereafter cease to have any rights with respect thereto, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If the payment is to be made to a person other than the person in whose name a Certificate surrendered is registered, it shall be a condition of payment that (a) the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and (b) the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2, each Certificate shall represent for all purposes whatsoever only except the right to receive a pro rata allocation of the Aggregate Merger Consideration in cash multiplied by the number of shares evidenced by such Certificate, without any interest thereonConsideration. (cb) After the Effective Time there shall be no transfers on the stock transfer books Each of the Surviving Corporation of the 1,000 authorized shares of common stock, $0.01 par value per share, of Acquisition Sub (the "Acquisition Sub Common Stock that were Stock"), issued ---------------------------- and outstanding immediately prior to the Effective Time. IfTime shall be automatically converted into and will thereafter evidence and become one validly issued, after fully paid and non-assessable share of common stock of the Surviving Corporation, and each certificate formerly representing any such shares shall, without any action on the part of the holder thereof, be deemed to represent the same number of shares of the Surviving Corporation. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective TimeTime and owned by the Company, Certificates are presented to the Surviving Corporation for transfer or for any other reason, they shall be automatically canceled and exchanged for cash as provided in this Article 3, except as otherwise provided by lawretired and shall cease to exist without the payment of any consideration therefore.

Exchange of Common Stock. (a) From time to time, on or before Immediately following the Effective Time, in the event fewer than 80% of the then outstanding Shares are tendered and not withdrawn pursuant to the Offer, Parent shall cause to be deposited in trust with each record holder (a bank or trust company designated by Parent and satisfactory to the Company (the "Paying AgentStockholder") cash, cash equivalents or a combination thereof in amounts and ------------- at the times necessary for the prompt payment of the Merger Consideration upon surrender of certificates representing Shares as part of the Merger pursuant to Section 3.1 (it being understood that any and all interest earned on funds made available to the Paying Agent pursuant to this Agreement and not used to pay Merger Consideration shall be turned over to Parent). (b) Promptly after the Effective Time, the Paying Agent (which, for the purposes of this subsection (b), may be Parent) shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Common Stock that were converted into the right to receive the Merger Consideration pursuant to Section 3.1 common stock (the "Certificates") a form letter of transmittal (which shall specify that delivery ------------- the Company shall be effected, and risk of loss and title entitled to the Certificates shall pass, only upon proper delivery of the surrender his or her Certificates to the Paying Purchaser for cancellation in exchange for such Stockholder's pro rata share of the Purchase Price to be paid pursuant to Section 3.1(b), less any applicable transfer taxes, taxes related to FIRPTA and back-up withholding taxes, and the Purchaser hereby agrees to cause such consideration to be paid to such person as set forth in Section 3.1(b). Surrender of a Stockholder's Certificates to the Purchaser shall also entitle a Stockholder to receive such Stockholder's pro rata share of the Initial Payment from the Escrow Agent) , pursuant to and subject to the conditions of Section 3.1(a), less any applicable transfer taxes, taxes related to FIRPTA and back-up withholding taxes which are required by law to be withheld. If any Stockholder shall fail to surrender his or her Certificates immediately following the Effective Time, the Purchaser shall send to such Stockholder notice of the Merger and instructions for use in effecting the surrender of the Certificates in exchange for payment therefor. Upon surrender by such holder to Stockholder's pro rata share of the Paying Agent of a Certificate, together with such letter of transmittal duly executed, Purchase Price and the holder Stockholder of such Certificate shall be entitled to receive in exchange therefor, cash in an amount equal subject to the product terms and conditions of Section 3.1(a) and Section 3.1(b), solely such Stockholder's pro rata share of the number of shares of Common Stock represented Purchase Price pursuant to Section 3.1(a) and Section 3.1(b), less any applicable transfer taxes, taxes related to FIRPTA and back-up withholding taxes which are required by such Certificate multiplied law to be paid or withheld by the Merger ConsiderationPurchaser with respect thereto (which shall be treated for purposes of this Agreement as having been paid to such Stockholder), and such Certificate shall forthwith be canceledcancelled. No interest will shall be paid or accrued for the benefit of holders of the Certificates on the cash consideration payable upon the surrender of the Certificates. If In no event shall the payment is Purchaser issue any fractional shares but shall instead round any fractional share up or down to be made to a person other than the person in whose name a Certificate surrendered is registered, it nearest whole share. It shall be a condition of payment that (a) the Certificate so surrendered shall be properly endorsed endorsed, accompanied by separate original stock power, or otherwise in proper form for transfer and transfer. (b) the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2, each Certificate shall represent for all purposes whatsoever only the right to receive the Merger Consideration in cash multiplied by the number of shares evidenced by such Certificate, without any interest thereon. (c) After From and after the Effective Time Time, there shall be no transfers on the stock transfer books of the Surviving Corporation Company of the shares of Common Stock that the Company's common stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing shares of the Company's common stock are presented to the Surviving Corporation for transfer or for any other reasonpayment, they shall be canceled cancelled and exchanged for cash a pro rata share of the Purchase Price pursuant to Section 3.1(b) and the right to receive from the Escrow Agent a pro rata share of the Initial Payment pursuant to Section 3.1(a), in accordance with the procedures set forth in this Section 3.2. (c) In the event that 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, the Purchaser will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate the pro rata amount of the Purchase Price pursuant to Section 3.1(b) and the Escrow Agent will distribute the pro rata amount of the Initial Payment pursuant to Section 3.1(a) for which the shares represented by the Certificate are exchanged in accordance with this Article III. When authorizing such issuance or payment in exchange therefor, the Purchaser may, in its discretion and as a condition precedent to the issuance or payment thereof, require the owner of such lost, stolen or destroyed Certificate to give the Purchaser a bond in such sum as either may direct as indemnity, or such other form of indemnity, as it shall direct, against any claim that may be made against the Purchaser, the Escrow Agent or the Stockholder Representative with respect to the Certificate alleged to have been lost, stolen or destroyed. (d) The Purchaser may, at its option, discharge its obligations under this Section 3.2 through attorneys for the Purchaser, the Company, the Escrow Agent, the Stockholder Representative or a bank or trust reasonably selected by the Purchaser to act as exchange agent in connection with the Merger; provided, the Purchaser shall distribute the Initial Payment through the Escrow Agent in accordance with the Escrow Agreement and the Earnout Consideration through the Stockholder Representative, in accordance with the Stockholder Representative Agreement substantially in the form attached as Exhibit B to this Agreement; provided, further, that if no Person is acting as the Escrow Agent or the Stockholder Representative, the Purchaser may, at its option, distribute the Initial Payment or Earnout Consideration as otherwise provided in this Article 3Section 3.2(d). Receipt of the Purchase Price, except as otherwise provided or portion thereof, by lawany such agent shall be deemed to constitute receipt by Stockholders and Purchaser shall have no further Liability to any Stockholder in respect of such consideration.

Exchange of Common Stock. (a) From time The Parent shall effect the exchange of cash for the shares of Common Stock that are outstanding as of immediately prior to time, on or before the Effective Time, in the event fewer than 80% of the then outstanding Shares are tendered Time and not withdrawn entitled to payment pursuant to Section 1.02. In connection with such exchange, prior to Closing the Offer, Parent shall cause to be deposited in trust provide each holder of Common Stock with a bank or trust company designated by Parent and satisfactory Letter of Transmittal, reasonably acceptable to the Company and Parent, in substantially the form of Exhibit C hereto (the "Paying Agent") casheach, cash equivalents or a combination thereof in amounts and ------------- at the times necessary for the prompt payment “Letter of the Merger Consideration upon surrender Transmittal”). Each holder of certificates representing Shares Common Stock outstanding as part of the Merger pursuant to Section 3.1 (it being understood that any and all interest earned on funds made available immediately prior to the Paying Agent pursuant to this Agreement Effective Time may deliver a duly executed and not used to pay Merger Consideration shall be turned over to Parent). (b) Promptly completed Letter of Transmittal together with a duly endorsed stock certificate representing the Common Stock, and, after the Effective Time, the Paying Agent (whichParent shall promptly deliver or cause to be delivered to such holder a wire transfer in an amount equal to the amount of cash to which such holder is entitled under Section 1.02 to the account(s) designated by such holder in such holder’s Letter of Transmittal; provided, for that the purposes of this subsection (b), may Parent shall deliver or cause to be Parent) shall mail delivered such amounts on the Closing Date to each any holder of record Common Stock that has delivered a duly executed and completed Letter of Transmittal, together with the applicable duly endorsed stock certificates, to the Parent on the Closing Date. Except as provided in the Escrow Agreement with respect to the Escrow Amount, in no event shall any holder of Common Stock who delivers a certificate or certificates Letter of Transmittal be entitled to receive interest on any of the funds to be received in the Merger. Any Common Stock held by a Common Shareholder that has delivered a Letter of Transmittal to the Parent pursuant to this Section 1.04 shall not be transferable on the books of the Company without the Parent’s prior written consent. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of Common Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of the shares of Common Stock outstanding immediately prior to the Effective Time represented outstanding shall cease to have any rights with respect thereto except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any shares of Common Stock that were converted into presented to the Surviving Company or the Parent along with a properly executed Letter of Transmittal and duly endorsed stock certificate shall solely evidence the right to receive the Merger Consideration consideration payable in respect thereof pursuant to Section 3.1 (1.02 without any interest thereon. In the "Certificates") a form letter of transmittal (which shall specify event that delivery ------------- shall be effectedany certificates, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender by extent such holder to the Paying Agent of a Certificate, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, cash in an amount equal to the product of the number of shares of Common Stock represented by are certificated, have been lost, stolen or destroyed, such Certificate multiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If the payment is to be made to a person other than the person in whose name a Certificate surrendered is registered, it shall be a condition of payment that (a) the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and (b) the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2, each Certificate shall represent for all purposes whatsoever only the right to receive the Merger Consideration in cash multiplied by the number of shares evidenced by such Certificate, without any interest thereon. (c) After the Effective Time there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of Common Stock shall also be required to deliver a customary affidavit and indemnity against any claim that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to may be made against the Surviving Corporation for transfer or for any other reason, they shall be canceled Company (in form and exchanged for cash as provided in this Article 3, except as otherwise provided by lawsubstance reasonably acceptable to Parent).

Exchange of Common Stock. (a) From time to time, on On or before the Effective Time, in the event fewer than 80% of the then outstanding Shares are tendered and not withdrawn pursuant to the Offer, Parent shall cause to be deposited in trust with a bank or trust company designated by the Parent and reasonably satisfactory to the Company (the "Paying Agent") cash, cash equivalents or a combination thereof in amounts an aggregate amount equal to the product of (a) the number of shares of Common Stock issued and ------------- outstanding at the times necessary for the prompt payment of Effective Time (other than Dissenting Shares, Treasury Shares and Parent Shares), multiplied by (b) the Merger Consideration upon surrender of certificates representing Shares (such product being hereinafter referred to as part of the Merger pursuant to Section 3.1 (it being understood that any and all interest earned on funds made available to "Payment Fund"). Parent shall cause the Paying Agent to make the payments provided for in Section 3.1 out of the Payment Fund (other than Section 3.1(d) which shall be paid by the Surviving Corporation immediately following the Effective Time and other than Section 3.1(e)). The Paying Agent shall invest undistributed portions of the Payment Fund as Parent directs in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest investment grade rating from both Moody's Investor Services, Inc. and Standard & Poor's Corporatiox, xx xn certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 (collectively, "Permitted Investments"); provided, however, that the maturities of Permitted Investments shall be such as to permit the Paying Agent to make prompt payment to former holders of shares of Common Stock entitled thereto as contemplated by this Section. Parent shall cause the Payment Fund to be promptly replenished to the extent of any losses incurred as a result of Permitted Investments. All net earnings of Permitted Investments shall be paid to Parent as and when requested by Parent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of Common Stock shall be entitled under Section 3.1 or this Section 3.2, Parent shall in any event be liable for payment thereof. The Payment Fund shall not be used for any purpose except as expressly provided in this Agreement. If any cash or cash equivalents deposited with the Paying Agent for purposes of paying the Merger Consideration for the Common Stock pursuant to this Agreement and not used to pay Merger Consideration Article 3 remain unclaimed following the expiration of one year after the Effective Time, such cash or cash equivalents (together with accrued interest) shall be turned over delivered to Parent)the Surviving Corporation by the Paying Agent and, thereafter, holders of certificates that immediately prior to the Effective Time represented shares of Common Stock shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or similar laws) as general creditors thereof. (b) Promptly after the Effective Time, the Paying Agent (which, for the purposes of this subsection (b), may be Parent) shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Common Stock that were converted into the right to receive the Merger Consideration pursuant to Section 3.1 (the "Certificates") a form letter of transmittal (which shall specify that delivery ------------- shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender by such holder to the Paying Agent of a Certificate, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, cash in an amount equal to the product of the number of shares of Common Stock represented by such Certificate multiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If the payment is to be made to a person other than the person in whose name a Certificate surrendered is registered, it shall be a condition of payment that (a) the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and (b) the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2, each Certificate shall represent for all purposes whatsoever only the right to receive the Merger Consideration in cash multiplied by the number of shares evidenced by such Certificate, without any interest thereon. (c) After the Effective Time there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer or for any other reason, they shall be canceled and exchanged for cash as provided in this Article 3, except as otherwise provided by law.

Exchange of Common Stock. (ai) From time to time, on or before At the Effective Time, in ADI (or the event fewer than 80% of Company, as the then outstanding Shares are tendered and not withdrawn pursuant to the Offer, Parent Surviving Corporation) shall cause to be deposited deposit in trust with a bank or trust company designated by Parent and satisfactory to the Company DLB (the "Paying Exchange Agent") cash, cash equivalents a letter of credit or a combination thereof issued by a commercial bank selected by DLB which irrevocably commits the issuer to provide the Exchange Agent from time to time with the funds necessary to make the payments required hereunder in amounts an aggregate amount equal to the product of (i) the number of shares of Common Stock issued and ------------- outstanding at the times necessary Effective Time (other than any such shares owned beneficially or of record by DLB, ADI or any subsidiary of DLB or held in the Company's treasury and other than Dissenting Shares in respect of which appraisal rights are perfected), and (ii) the Price Per Share (such product being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, make the payments provided for the prompt payment in Section 3.1(i) out of the Merger Consideration upon surrender of certificates representing Shares as part Exchange Fund. The Exchange Agent may invest all or portions of the Merger pursuant to Section 3.1 (it being understood that any and all Exchange Fund as the Surviving Corporation shall direct. Any net profit resulting from, or interest earned on funds made available or income produced by the investment of the Exchange Fund, shall be paid to the Paying Agent pursuant to this Agreement and not used to pay Merger Consideration shall be turned over to Parent)Surviving Corporation. (bii) Promptly after the Effective Time, the Paying Exchange Agent (which, for the purposes of this subsection (b), may be Parent) shall mail to each record holder (other than DLB, ADI or any subsidiary of record DLB), as of a the Effective Time, of an outstanding certificate or certificates that which immediately prior to the Effective Time represented outstanding shares of Common Stock that were converted into the right to receive the Merger Consideration pursuant to Section 3.1 (the "Certificates") a form letter of transmittal (which shall specify that delivery ------------- shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent) and instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender by such holder to the Paying Exchange Agent of a Certificate, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, therefor cash in an amount equal to the product of the number of shares of Common Stock represented by such Certificate multiplied by and the Merger ConsiderationPrice Per Share, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If the payment is to be made mailed to a person other than the person in whose name a Certificate surrendered is registered, it shall be a condition of payment that (a) the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that (b) the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.23.4, each Certificate (other than Certificates representing shares owned beneficially or of record by DLB, ADI or any subsidiary of DLB and other than Dissenting Shares in respect of which appraisal rights are perfected) shall represent for all purposes whatsoever only the right to receive the Merger Consideration Price Per Share in cash multiplied by the number of shares evidenced by such Certificate, without any interest thereon. (ciii) After the Effective Time there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of Common Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer or for any other reason, they shall be canceled and exchanged for cash as provided in this Article 3III. (iv) Any portion of the Exchange Fund which remains unclaimed by the stockholders of the Company for six (6) months after the Effective Time shall be repaid to the Surviving Corporation, except as otherwise provided by lawupon demand, and any stockholders of the Company who have not theretofore complied with Section 3.4(ii) shall thereafter look only to the Surviving Corporation for payment of their claim for the Price Per Share for each share of Common Stock, without any interest thereon.