Common use of Exchange of Common Stock Clause in Contracts

Exchange of Common Stock. (i) At the Effective Time, ADI (or the Company, as the Surviving Corporation) shall deposit in trust with a bank or trust company designated by DLB (the "Exchange Agent") cash, 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 an aggregate amount equal to the product of (i) the number of shares of Common Stock issued and outstanding at the 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 in Section 3.1(i) out of the Exchange Fund. The Exchange Agent may invest all or portions of the Exchange Fund as the Surviving Corporation shall direct. Any net profit resulting from, or interest or income produced by the investment of the Exchange Fund, shall be paid to the Surviving Corporation. (ii) Promptly after the Effective Time, the Exchange Agent shall mail to each record holder (other than DLB, ADI or any subsidiary of DLB), as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Common Stock (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 Exchange Agent) and instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender by such holder to the 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 cash in an amount equal to the product of the number of shares of Common Stock represented by such Certificate and the Price 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 payment is to be 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 3.4, 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 Price Per Share in cash multiplied by the number of shares evidenced by such Certificate, without any interest thereon. (iii) After the Effective Time there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer or for any other reason, they shall be canceled and exchanged for cash as provided in this Article III. (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, upon 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. ARTICLE IV.

Exchange of Common Stock. (ia) At On or before the Effective Time, ADI (or the Company, as the Surviving Corporation) Parent shall deposit cause to be deposited in trust with a bank or trust company designated by DLB the Parent and reasonably satisfactory to the Company (the "Exchange Paying Agent") cash, a letter of credit cash equivalents 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 an aggregate amount equal to the product of (ia) the number of shares of Common Stock issued and outstanding at the Effective Time (other than any such shares owned beneficially or of record by DLBDissenting Shares, ADI or any subsidiary of DLB or held in the Company's treasury Treasury Shares and other than Dissenting Shares in respect of which appraisal rights are perfectedParent Shares), and multiplied by (iib) the Price Per Share Merger Consideration (such product being hereinafter referred to as the "Exchange Payment Fund"). The Exchange Parent shall cause the Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in Section 3.1(i) 3.1 out of the Exchange FundPayment 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 Exchange Paying Agent may shall invest all or undistributed portions of the Exchange Payment Fund as the Surviving Corporation shall direct. Any net profit resulting from, Parent directs in obligations of or interest or income produced 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 Exchange Fund, 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 Surviving CorporationPayment 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. (ii) Promptly 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 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 delivered to the Exchange Surviving Corporation by the Paying Agent shall mail to each record holder (other than DLBand, ADI or any subsidiary thereafter, holders of DLB), as of the Effective Time, of an outstanding certificate or certificates which that immediately prior to the Effective Time represented shares of Common Stock (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 Exchange Agent) and instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender by such holder to the 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 cash in an amount equal to the product of the number of shares of Common Stock represented by such Certificate and the Price 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 payment is to be 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 3.4, 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 Price Per Share in cash multiplied by the number of shares evidenced by such Certificate, without any interest thereon. (iii) After the Effective Time there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer or for any other reason, they shall be canceled and exchanged for cash as provided in this Article III. (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, upon 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(subject to abandoned property, without any interest thereon. ARTICLE IVescheat or similar laws) as general creditors thereof.

Exchange of Common Stock. (ia) At On or before the Effective Time, ADI (or the Company, as the Surviving Corporation) Parent shall deposit cause to be deposited in trust with a bank or trust company designated by DLB the Parent and reasonably satisfactory to the Company (the "Exchange Paying Agent") cash, a letter of credit cash equivalents 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 an aggregate amount equal to the product of (ia) the number of shares of Common Stock issued and outstanding at the Effective Time (other than any such shares owned beneficially or of record by DLBDissenting Shares, ADI or any subsidiary of DLB or held in the Company's treasury Treasury Shares and other than Dissenting Shares in respect of which appraisal rights are perfectedParent Shares), and multiplied by (iib) the Price Per Share Merger Consideration (such product being hereinafter referred to as the "Exchange Payment Fund"). The Exchange Parent shall cause the Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in Section 3.1(i) 3.1 out of the Exchange FundPayment 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 Exchange Paying Agent may shall invest all or undistributed portions of the Exchange Payment Fund as Parent directs in obligations of or guaranteed by the Surviving Corporation shall direct. Any net profit resulting fromUnited 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 interest xx xxxtificates of deposit, bank repurchase agreements or income produced 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 investment Payment Fund to be promptly replenished to the extent of the Exchange Fund, 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 Surviving CorporationPayment 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. (ii) Promptly 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 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 delivered to the Exchange Surviving Corporation by the Paying Agent shall mail to each record holder (other than DLBand, ADI or any subsidiary thereafter, holders of DLB), as of the Effective Time, of an outstanding certificate or certificates which that immediately prior to the Effective Time represented shares of Common Stock (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 Exchange Agent) and instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender by such holder to the 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 cash in an amount equal to the product of the number of shares of Common Stock represented by such Certificate and the Price 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 payment is to be 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 3.4, 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 Price Per Share in cash multiplied by the number of shares evidenced by such Certificate, without any interest thereon. (iii) After the Effective Time there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer or for any other reason, they shall be canceled and exchanged for cash as provided in this Article III. (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, upon 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(subject to abandoned property, without any interest thereon. ARTICLE IVescheat or similar laws) as general creditors thereof.

Exchange of Common Stock. (i) At The Parent shall effect the Effective Time, ADI (or exchange of cash for the Company, as the Surviving Corporation) shall deposit in trust with a bank or trust company designated by DLB (the "Exchange Agent") cash, 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 an aggregate amount equal to the product of (i) the number of shares of Common Stock issued and that are outstanding at as of immediately prior to the Effective Time and entitled to payment pursuant to Section 1.02. In connection with such exchange, prior to Closing the Parent shall provide each holder of Common Stock with a Letter of Transmittal, reasonably acceptable to the Company and Parent, in substantially the form of Exhibit C hereto (other than any such shares owned beneficially or each, a “Letter 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"Transmittal”). The Exchange Agent shall, pursuant to irrevocable instructions, make the payments provided for in Section 3.1(i) out Each holder of the Exchange Fund. The Exchange Agent may invest all or portions Common Stock outstanding as of the Exchange Fund as the Surviving Corporation shall direct. Any net profit resulting from, or interest or income produced by the investment of the Exchange Fund, shall be paid immediately prior to the Surviving Corporation. (ii) Promptly Effective Time may deliver a duly executed and completed Letter of Transmittal together with a duly endorsed stock certificate representing the Common Stock, and, after the Effective Time, the Exchange Agent Parent shall mail promptly deliver or cause to each record be delivered to such holder (other than DLBa 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, ADI that the Parent shall deliver or cause to be delivered such amounts on the Closing Date to any subsidiary holder of DLB)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 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 an the Company shall be closed, and thereafter there shall be no further registration of transfers of Common Stock theretofore outstanding certificate or certificates which 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 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 (the "Certificates") a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title presented to the Certificates Surviving Company or the Parent along with a properly executed Letter of Transmittal and duly endorsed stock certificate shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender by such holder to the 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 cash in an amount equal to the product of the number of shares of Common Stock represented by such Certificate and the Price 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 payment is to be 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 3.4, 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 solely evidence the right to receive the Price Per Share consideration payable in cash multiplied by the number of shares evidenced by such Certificate, respect thereof pursuant to Section 1.02 without any interest thereon. (iii) After In the Effective Time there shall be no transfers on event that any certificates, to the stock transfer books of the Surviving Corporation of the extent such shares of Common Stock which were outstanding immediately prior are certificated, have been lost, stolen or destroyed, such holder of Common Stock shall also be required to the Effective Time. If, after the Effective Time, Certificates are presented to deliver a customary affidavit and indemnity against any claim that 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 III. (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 substance reasonably acceptable to the Surviving Corporation, upon 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. ARTICLE IVParent).