Common use of Exchange of Company Stock Certificates Clause in Contracts

Exchange of Company Stock Certificates. Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Company Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions confirming that delivery of Company Stock Certificates shall be effected, and that risk of loss of, and title to, Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Paying Agent and releasing all claims against the Company and its officers and directors); and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for Merger Consideration. Upon surrender of a Company Stock Certificate to the Paying Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Company Stock Certificate; and (B) the Company Stock Certificate so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of Merger Consideration may be made to a Person other than the holder in whose name the Company Stock Certificate formerly representing such shares is registered if, to the satisfaction of Parent, any such Company Stock Certificate shall be delivered to Paying Agent, is accompanied by all documents required to evidence and effect such transfer and evidence is provided to Paying Agent that any applicable Transfer Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.10, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Merger Consideration as contemplated by Section 2.6. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the delivery of any Merger Consideration with respect to the shares of Company Common Stock previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide a reasonably appropriate affidavit and to deliver a bond (in such reasonable sum as Parent may direct) as indemnity against any claim that may be made against the Paying Agent, Parent, Merger Sub or the Surviving Corporation with respect to such Company Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Company Stock Certificates pursuant to the provisions of this Section 2.10.

Exchange of Company Stock Certificates. Promptly (a) As soon as reasonably practicable (and in any event within three Business Days) after the Delaware Merger Effective Time, the Paying Exchange Agent will mail to the Persons who who, as of immediately prior to the Delaware Merger Effective Time, were record holders of Company Stock Certificates immediately prior to the Effective Timeand Uncertificated Company Shares: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions a provision confirming that delivery of a Company Stock Certificates shall Certificate or transfer of an Uncertificated Company Share will be effected, and that risk of loss of, and title to, to such Company Stock Certificates shall Certificate or such Uncertificated Company Share will pass, only upon proper delivery of such Company Stock Certificates Certificate or transfer of such Uncertificated Company Share to the Paying Agent and releasing all claims against the Company and its officers and directorsExchange Agent); and (ii) instructions for use in effecting the surrender of Company Stock Certificates or transfer of Uncertificated Company Shares in exchange for Delaware Merger Consideration. Upon surrender of a Company Stock Certificate to the Paying Exchange Agent for exchangeexchange (or compliance with the reasonable procedures established by the Exchange Agent for transfer of Uncertificated Company Shares), together with the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Exchange Agent or Parent: (A) HoldCo, the holder of such Company Stock Certificate shall or Uncertificated Company Shares will be entitled to receive in exchange therefor the cash consideration Delaware Merger Consideration that such holder has the right to receive pursuant to the provisions of Section 2.61.7, in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Company Stock Certificate; Certificate or Uncertificated Company Shares and (B) the Company Stock Certificate or Uncertificated Company Shares so surrendered shall or transferred will be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of Merger Consideration may be made to a Person other than the holder in whose name the Company Stock Certificate formerly representing such shares is registered if, to the satisfaction of Parent, any such Company Stock Certificate shall be delivered to Paying Agent, is accompanied by all documents required to evidence and effect such transfer and evidence is provided to Paying Agent that any applicable Transfer Taxes have been paid or are not applicable. Until surrendered or transferred as contemplated by this Section 2.101.11(a), each Company Stock Certificate and Uncertificated Company Share shall be deemed, from and after the Delaware Merger Effective Time, to represent only the right to receive Delaware Merger Consideration as contemplated by Section 2.6. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the delivery of any Merger Consideration with respect to the shares of Company Common Stock previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide a reasonably appropriate affidavit and to deliver a bond (in such reasonable sum as Parent may direct) as indemnity against any claim that may be made against the Paying Agent, Parent, Merger Sub or the Surviving Corporation with respect to such Company Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Company Stock Certificates pursuant to the provisions of this Section 2.101.7(c).

Exchange of Company Stock Certificates. Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Company Stock Certificates (other than the Excluded Shares) or holders of shares of Company Common Stock in book entry form immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company mutually agree (including provisions confirming that delivery of shares of Company Common Stock Certificates shall be effected, and that risk of loss of, and title to, such Company Common Stock Certificates shall pass, only upon delivery of such the Company Stock Certificates (or evidence of shares in book entry form) to the Paying Agent and releasing all claims against the Company and its officers and directors); and (ii) instructions for use in effecting the surrender of Company Stock Certificates (or evidence of shares in book entry form) in exchange for Merger Considerationcash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6. Upon surrender of a Company Stock Certificate (or evidence of shares in book entry form) to the Paying Agent for exchange, together with a duly executed letter of transmittal and such other documents as may reasonably be reasonably required by the Paying Agent or ParentAgent: (A) the holder of such Company Stock Certificate (or holder of shares of Company Common Stock in book entry form) shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Company Stock CertificateCertificate (or book entry); and (B) the Company Stock Certificate (or book entry) so surrendered shall be marked canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of Merger Consideration may be made to a Person other than the holder in whose name the Company Stock Certificate (or shares of Company Common Stock in book entry) formerly representing such shares is registered if, to the satisfaction of Parent, any such Company Stock Certificate (or evidence of shares in book entry form) shall be delivered to Paying Agent, is accompanied by all documents required to evidence and effect such transfer and evidence is provided to Paying Agent that any applicable Transfer Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.10, each Company Stock Certificate and book entry relating to a share of Company Common Stock shall be deemed, from and after the Effective Time, to represent only the right to receive the portion of the Merger Consideration as contemplated by Section 2.62.6(b). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the delivery of any Merger Consideration with respect to the shares of Company Common Stock previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide a reasonably appropriate affidavit that such Company Stock Certificate is lost, stolen or destroyed and to deliver a bond (in such reasonable sum as Parent may direct) as indemnity against any claim that may be made against the Paying Agent, Parent, Merger Sub or the Surviving Corporation with respect to such Company Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Company Stock Certificates (or holders of shares of Company Common Stock in book entry) pursuant to the provisions of this Section 2.10. Under no circumstances shall the holder of any Rights Certificate be entitled to any payment or distribution with respect thereto, and the holders thereof shall have no further rights in connection therewith, pursuant to the terms of this Agreement and the Rights Agreement.

Exchange of Company Stock Certificates. Promptly (a) On the Closing Date (as defined in Section 2.4 hereof) and after ----------- the Effective Time, each Stockholder of the Paying Agent will mail Company shall surrender and deliver to Parent the Persons who were record holders of Company Stock Certificates immediately certificates owned by such Stockholder which, prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions confirming that delivery , evidenced outstanding shares of Company Stock Certificates shall be effectedCommon Sock (other than Dissenting Shares) (collectively, and that risk of loss of, and title to, the "Company Stock Certificates shall passCertificates"), only upon delivery of such Company Stock Certificates to the Paying Agent and releasing all claims against the Company and its officers and directors); and (ii) instructions for use duly -------------------------- endorsed in effecting the surrender of Company Stock Certificates in exchange for Merger Considerationblank. Upon surrender of a Company Stock Certificate to the Paying Agent for exchangeCertificate, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent: (A) the holder of such Company Stock Certificate shall thereof will be entitled to receive in exchange therefor therefore such holder's pro rata share of the cash consideration that Aggregate Merger Consideration due to such holder has at the right to receive pursuant to Effective Time (the provisions of Section 2.6"Stockholder Consideration"), in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Company Stock Certificate; and (B) the Company Stock Certificate so ------------------------- surrendered shall will be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are that is not registered in the transfer records of the Company, payment of Merger the Stockholder Consideration may be made paid to a Person other than the holder Person in whose name the surrendered Company Stock Certificate formerly representing such shares is registered if, to if the satisfaction of Parent, any such Company Stock Certificate shall be delivered representing such Company Common Stock is presented to Paying Agent, is Parent accompanied by all documents required to evidence and effect such transfer and by evidence is provided reasonably satisfactory to Paying Agent Parent that any applicable Transfer Taxes stock transfer tax has been paid. If any Stockholder Consideration is to be paid to a Person other than the Person in whose name the Company Stock Certificates surrendered in exchange therefore are registered, it will be a condition to the delivery of such Stockholder Consideration that the Company Stock Certificates so surrendered are properly endorsed or accompanied by appropriate stock powers and are otherwise in proper form for transfer, that such transfer otherwise is proper and that the Person requesting such transfer pay to Parent any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of Parent that such taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.10, each Company Stock Certificate shall required to be deemed, from and after the Effective Time, to represent only the right to receive Merger Consideration as contemplated by Section 2.6. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the delivery of any Merger Consideration with respect to the shares of Company Common Stock previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide a reasonably appropriate affidavit and to deliver a bond (in such reasonable sum as Parent may direct) as indemnity against any claim that may be made against the Paying Agent, Parent, Merger Sub or the Surviving Corporation with respect to such Company Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Company Stock Certificates pursuant to the provisions of this Section 2.10paid.

Exchange of Company Stock Certificates. (a) 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 Paying Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1.7, and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.7(b). 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." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to the Persons who were record registered holders of Company Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions a provision confirming that delivery of Company Stock Certificates shall be effected, and that risk of loss of, and title to, to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Paying Agent and releasing all claims against the Company and its officers and directorsExchange Agent); , and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for Merger Considerationcertificates representing Parent Common Stock. Upon Subject to Section 1.8, upon surrender of a Company Stock Certificate to the Paying Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Exchange Agent or Parent: , (A1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the cash consideration number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 2.61.5(a)(i), plus cash in full satisfaction lieu of all rights pertaining to the any fractional shares of Company Common Stock formerly represented by such Company Stock Certificate; as provided in Section 1.8, and (B2) the Company Stock Certificate so surrendered shall be marked "canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of Merger Consideration may be made to a Person other than the holder in whose name the Company Stock Certificate formerly representing such shares is registered if, to the satisfaction of Parent, any such Company Stock Certificate shall be delivered to Paying Agent, is accompanied by all documents required to evidence and effect such transfer and evidence is provided to Paying Agent that any applicable Transfer Taxes have been paid or are not applicable. ." Until surrendered as contemplated by this Section 2.101.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Merger Consideration shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 2.61.6. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the delivery issuance of any Merger Consideration with respect to the shares of Company certificate representing Parent Common Stock previously represented by such Company Stock CertificateStock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide a reasonably an appropriate affidavit and to deliver a bond (in such reasonable sum as Parent may direct) as indemnity against any claim that may be made against the Paying Agent, Parent, Merger Sub or the Surviving Corporation with respect to such Company Stock Certificate. No interest shall be paid or will accrue on any cash payable to holders of Company Stock Certificates pursuant to the provisions of this Section 2.10.3