Common use of Exchange of Share Certificates Clause in Contracts

Exchange of Share Certificates. (a) From and after the Effective Time, the Surviving Corporation shall act as exchange agent in effecting the exchange of certificates which, prior to the Effective Time, represented Shares, for the consideration receivable in respect thereof pursuant to Section 2.3 hereof. Upon the surrender of each certificate representing validly issued Shares, duly endorsed if requested by the Surviving Corporation and accompanied by such other instruments of transfer, certifications and other documents as shall be requested by the Surviving Corporation, the Surviving Corporation shall pay to each record holder of Shares the amounts provided in Section 2.3 hereof, at the time therein provided, and such certificate shall forthwith be cancelled and extinguished. From and after the Effective Time and until so surrendered and exchanged, each such certificate (other than certificates representing Dissenting Shares) shall represent solely the right to receive the Merger Consideration Per Share or Preferred Consideration Per Share payable in respect of such Shares. (b) Promptly after the Closing and upon receipt of evidence satisfactory to the Surviving Corporation that the stock transfer books of Rostone have been closed and pursuant to such other reasonable procedures and conditions as the Surviving Corporation shall reasonably prescribe, the Surviving Corporation shall mail or deliver the letters of transmittal to each record holder of certificates representing Shares not surrendered at the Closing pursuant to Section 2.3 hereof and which shall have been converted into the right to receive the Merger Consideration Per Share or Preferred Consideration Per Share applicable to such Shares determined in accordance with this Agreement. (c) After the Closing, there shall be no transfers of any Shares on the stock transfer books of Rostone. If, after the Effective Time, certificates previously representing Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the applicable portions of the Merger Consideration or Preferred Consideration applicable to such Shares subject to applicable law including in the case of the Dissenting Shares.

Exchange of Share Certificates. (a) From As soon as practicable after the Effective Time and surrender to Ebiz of any certificate (a "CERTIFICATE") that immediately prior to the Effective Time represented any shares of LMI Common Stock or LMI Preferred Stock, Ebiz shall, subject to Section 1.5(c) and Article 10, if such Certificate represented shares of stock which were converted in the Merger into the right to receive the Merger Consideration, distribute to the person in whose name such Certificate shall have been issued, a certificate registered in the name of such person representing the Merger Consideration payable in respect of such shares. Each Certificate so surrendered shall forthwith be cancelled. (b) As soon as practicable after the conversion of the Assumed LMI Debentures pursuant to Section 1.3(b), Ebiz shall, subject to Section 1.5(c) and Article 10, distribute to the holders of Assumed LMI Debentures, a certificate registered in the name of each such holder representing the Merger Consideration payable in respect of the conversion of the Assumed LMI Debentures. (c) At and after the Effective Time, the Surviving Corporation shall act as exchange agent in effecting the exchange of certificates which, prior to the Effective Time, represented Shares, for the consideration receivable in respect thereof pursuant to Section 2.3 hereof. Upon the surrender of each certificate representing validly issued Shares, duly endorsed if requested by the Surviving Corporation and accompanied by such other instruments of transfer, certifications and other documents as there shall be requested by the Surviving Corporation, the Surviving Corporation shall pay to each record holder of Shares the amounts provided in Section 2.3 hereof, at the time therein provided, and such certificate shall forthwith be cancelled and extinguished. From and after the Effective Time and until so surrendered and exchanged, each such certificate (other than certificates representing Dissenting Shares) shall represent solely the right to receive the Merger Consideration Per Share or Preferred Consideration Per Share payable in respect of such Shares. (b) Promptly after the Closing and upon receipt of evidence satisfactory to the Surviving Corporation that no transfers on the stock transfer books of Rostone have been closed and pursuant to such other reasonable procedures and conditions as the Surviving Corporation shall reasonably prescribeof shares of LMI Common Stock, the Surviving Corporation shall mail LMI Preferred Stock or deliver the letters of transmittal to each record holder of certificates representing Shares not surrendered at the Closing pursuant to Section 2.3 hereof and which shall have been Assumed LMI Debentures that were converted into the right to receive the Merger Consideration Per Share Consideration. Each share of Ebiz Common Stock into which shares of LMI Common Stock or LMI Preferred Consideration Per Share applicable to such Shares determined in accordance with this Agreement. (c) After the Closing, there Stock shall be no transfers of any Shares on converted in the stock transfer books of Rostone. If, after Merger shall be deemed to have been issued at the Effective Time, certificates previously representing Shares are presented to . Each share of Ebiz Common Stock into which the Surviving Corporation, they Assumed LMI Debentures shall be cancelled and exchanged for the applicable portions of converted in connection with the Merger Consideration or Preferred Consideration applicable shall be deemed to have been issued at the time such Shares subject conversion occurs pursuant to applicable law including in the case of the Dissenting SharesSection 1.3(b).

Exchange of Share Certificates. (a) From and As soon as practicable after the Effective Time, the Surviving Corporation shall act as exchange agent deliver to Xxxxxx: (i) a certificate representing one hundred thousand (100,000) shares of Series 3 Non-Voting, Non-Cumulative Perpetual Preferred Stock of Surviving Corporation, and (ii) cash or immediately available funds in effecting the exchange amount of $55,613,000, against delivery of certificates whichrepresenting 312 shares of Great Western Common Stock and 8,000 shares of Preferred Stock owned by Xxxxxx, prior being all shares of Great Western owned by him, duly executed for transfer in form satisfactory to the Surviving Corporation, and the Great Western certificates so surrendered shall forthwith be cancelled. (b) As soon as practicable after the Effective Time, represented Shares, for the consideration receivable in respect thereof pursuant to Section 2.3 hereof. Upon the surrender of each certificate representing validly issued Shares, duly endorsed if requested by the Surviving Corporation and accompanied by such other instruments of transfer, certifications and other documents as shall be requested by the Surviving Corporation, the Surviving Corporation shall pay deliver to each record holder of Shares the amounts provided in Section 2.3 hereof, at the time therein provided, and such record (other than Xxxxxx) of a certificate shall forthwith be cancelled and extinguished. From and after or certificates which immediately prior to the Effective Time and until so surrendered and exchanged, each such certificate represented outstanding shares of Common Stock of Great Western (other than certificates representing Dissenting Sharesthe "Great Western Certificates") shall represent solely the right to receive the Merger Consideration Per Share or Preferred Consideration Per Share payable in respect against delivery of such Shares. (b) Promptly after the Closing and upon receipt of evidence Great Western Certificates, duly executed for transfer in form satisfactory to the Surviving Corporation Corporation, certificates representing that the stock transfer books number of Rostone have been closed and pursuant to such other reasonable procedures and conditions as the shares of Common Stock of Surviving Corporation shall reasonably prescribe, into which the Surviving Corporation shall mail or deliver shares represented by the letters of transmittal to each record holder of certificates representing Shares not Great Western Certificates so surrendered at the Closing pursuant to Section 2.3 hereof and which shall have been converted into pursuant to the right to receive provisions of this Article I, and the Merger Consideration Per Share or Preferred Consideration Per Share applicable to such Shares determined in accordance with this AgreementGreat Western Certificates so surrendered shall forthwith be cancelled. (c) No dividends or other distributions declared with respect to Common Stock of the Surviving Corporation issuable to former holders of Common Stock of Great Western pursuant to the Merger and payable to the holders thereof after the Effective Date shall be paid to any such holder unless and until such holder shall have surrendered such holder's Great Western Certificates and received in exchange therefor certificates representing shares of Common Stock of the Surviving Corporation. After the Closingsurrender and exchange of a Great Western Certificate, the holder of certificates for shares of Common Stock of the Surviving Corporation into which the shares represented by the Great Western Certificates shall have been converted shall be entitled to receive any dividends or other distributions, without any interest thereon, which theretofore became payable with respect to the shares represented by such Great Western Certificates. (d) After the Effective Time, there shall be no further registration of transfers of any Shares on the stock transfer books of Rostonethe Surviving Corporation of the shares represented by the Great Western Certificates which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates previously representing Shares Great Western Certificates are presented to the Surviving CorporationCorporation for registration or transfer, they shall be cancelled and exchanged for the applicable portions certificates representing shares of Common Stock of the Merger Consideration or Preferred Consideration applicable to such Shares subject to applicable law including Surviving Corporation, as provided in the case of the Dissenting Shares.this Article I.

Exchange of Share Certificates. (a) From and As soon as practicable after the Effective Time, the Surviving Corporation shall act as exchange agent in effecting the exchange deliver to each holder of record of a certificate or certificates which, which immediately prior to the Effective Time, Time represented Shares, for outstanding shares of Common Stock of Citizens (the consideration receivable in respect thereof pursuant to Section 2.3 hereof. Upon the surrender "Citizens Certificates") against delivery of each certificate representing validly issued Sharessuch Citizens Certificates, duly endorsed if requested by the Surviving Corporation and accompanied by such other instruments of transfer, certifications and other documents as shall be requested by executed for transfer in form satisfactory to the Surviving Corporation, the certificates representing that number of shares of Common Stock of Surviving Corporation into which the shares represented by the Citizens Certificates so surrendered shall pay have been converted pursuant to each record holder the provisions of Shares the amounts provided in Section 2.3 hereof, at the time therein providedthis Article I, and such certificate the Citizens Certificates so surrendered shall forthwith be cancelled and extinguished. From and after the Effective Time and until so surrendered and exchanged, each such certificate (other than certificates representing Dissenting Shares) shall represent solely the right to receive the Merger Consideration Per Share or Preferred Consideration Per Share payable in respect of such Sharescancelled. (b) Promptly after the Closing and upon receipt No dividends or other distributions declared with respect to Common Stock of evidence satisfactory to the Surviving Corporation that the stock transfer books issuable to former holders of Rostone have been closed and Common Stock of Citizens pursuant to the Merger and payable to the holders thereof after the Effective Date shall be paid to any such other reasonable procedures holder unless and conditions as until such holder shall have surrendered such holder's Citizens Certificates and received in exchange therefor certificates representing shares of Common Stock of the Surviving Corporation. After the surrender and exchange of a Citizens Certificate, the holder of certificates for shares of Common Stock of the Surviving Corporation shall reasonably prescribe, into which the Surviving Corporation shall mail or deliver shares represented by the letters of transmittal to each record holder of certificates representing Shares not surrendered at the Closing pursuant to Section 2.3 hereof and which Citizens Certificates shall have been converted into the right shall be entitled to receive any dividends or other distributions, without any interest thereon, which theretofore became payable with respect to the Merger Consideration Per Share or Preferred Consideration Per Share applicable to shares represented by such Shares determined in accordance with this AgreementCitizens Certificates. (c) After the ClosingEffective Time, there shall be no further registration of transfers of any Shares on the stock transfer books of Rostonethe Surviving Corporation of the shares represented by the Citizens Certificates which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates previously representing Shares Citizens Certificates are presented to the Surviving CorporationCorporation for registration or transfer, they shall be cancelled and exchanged for the applicable portions certificates representing shares of Common Stock of the Merger Consideration or Preferred Consideration applicable to such Shares subject to applicable law including Surviving Corporation, as provided in the case of the Dissenting Shares.this Article I.

Exchange of Share Certificates. (a) From and As soon as practicable after the Effective Time, and in no event later than ten business days thereafter, ANTEC shall cause the Surviving Corporation Exchange Agent to mail to each holder of record of one or more Certificates a letter of transmittal (which shall act as exchange agent 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 instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of certificates which, prior ANTEC Common Stock into which the shares of TSX Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. Upon proper surrender of a Certificate for exchange to the Effective TimeExchange Agent, represented Sharestogether with such properly completed letter of transmittal, for duly executed, the consideration receivable holder of such Certificate shall be entitled to receive in respect thereof exchange therefor a certificate representing that number of whole shares of ANTEC Common Stock to which such holder of TSX Common Stock shall have become entitled pursuant to Section 2.3 hereof. Upon the surrender provisions of each certificate representing validly issued Shares, duly endorsed if requested by Article I and the Surviving Corporation and accompanied by such other instruments of transfer, certifications and other documents as shall be requested by the Surviving Corporation, the Surviving Corporation shall pay to each record holder of Shares the amounts provided in Section 2.3 hereof, at the time therein provided, and such certificate Certificate so surrendered shall forthwith be cancelled and extinguished. From and after the Effective Time and until so surrendered and exchanged, each such certificate (other than certificates representing Dissenting Shares) shall represent solely the right to receive the Merger Consideration Per Share or Preferred Consideration Per Share payable in respect of such Sharescanceled. (b) Promptly after If any certificate representing shares of ANTEC Common Stock is to be issued in a name other than that in which the Closing Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and upon receipt of evidence satisfactory otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Surviving Corporation Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ANTEC Common Stock in any name other than that of the stock transfer books of Rostone have been closed and pursuant to such other reasonable procedures and conditions as the Surviving Corporation shall reasonably prescribe, the Surviving Corporation shall mail or deliver the letters of transmittal to each record registered holder of certificates representing Shares the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not surrendered at the Closing pursuant to Section 2.3 hereof and which shall have been converted into the right to receive the Merger Consideration Per Share or Preferred Consideration Per Share applicable to such Shares determined in accordance with this Agreementpayable. (c) After the ClosingEffective Time, there shall be no transfers of any Shares on the stock transfer books of RostoneTSX of the shares of TSX Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates previously Certificates representing Shares such shares are presented for transfer to the Surviving CorporationExchange Agent, they shall be cancelled canceled and exchanged for the applicable portions certificates representing shares of ANTEC Common Stock as provided in this Article II. (d) Any portion of the Conversion Fund that remains unclaimed by the stockholders of TSX for 12 months after the Effective Time shall be paid to ANTEC. Any stockholders of TSX who have not theretofore complied with this Article II shall thereafter look only to ANTEC for the issuance of certificates representing shares of ANTEC Common Stock and any unpaid dividends and distributions on the ANTEC Common Stock deliverable in respect of each share of TSX Common Stock without any interest thereon. Notwithstanding the foregoing, none of ANTEC, Merger Consideration Sub, TSX, the Exchange Agent or Preferred Consideration any other person shall be liable to any former holder of shares of TSX Common Stock, for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by ANTEC, the posting by such person of a bond in such amount as ANTEC may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Shares subject Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ANTEC Common Stock deliverable in respect thereof pursuant to applicable law including in the case of the Dissenting Sharesthis Agreement.

Exchange of Share Certificates. (a) From As soon as practicable after the Effective Time and surrender to Ebiz of any certificate (a "Certificate") that immediately prior to the Effective Time represented any shares of LMI Common Stock or LMI Preferred Stock, Ebiz shall, subject to Section 1.5(c) and Article 10, if such Certificate represented shares of stock which were converted in the Merger into the right to receive the Merger Consideration, distribute to the person in whose name such Certificate shall have been issued, a certificate registered in the name of such person representing the Merger Consideration payable in respect of such shares. Each Certificate so surrendered shall forthwith be cancelled. (b) As soon as practicable after the conversion of the Assumed LMI Debentures pursuant to Section 1.3(b), Ebiz shall, subject to Section 1.5(c) and Article 10, distribute to the holders of Assumed LMI Debentures, a certificate registered in the name of each such holder representing the Merger Consideration payable in respect of the conversion of the Assumed LMI Debentures. (c) At and after the Effective Time, the Surviving Corporation shall act as exchange agent in effecting the exchange of certificates which, prior to the Effective Time, represented Shares, for the consideration receivable in respect thereof pursuant to Section 2.3 hereof. Upon the surrender of each certificate representing validly issued Shares, duly endorsed if requested by the Surviving Corporation and accompanied by such other instruments of transfer, certifications and other documents as there shall be requested by the Surviving Corporation, the Surviving Corporation shall pay to each record holder of Shares the amounts provided in Section 2.3 hereof, at the time therein provided, and such certificate shall forthwith be cancelled and extinguished. From and after the Effective Time and until so surrendered and exchanged, each such certificate (other than certificates representing Dissenting Shares) shall represent solely the right to receive the Merger Consideration Per Share or Preferred Consideration Per Share payable in respect of such Shares. (b) Promptly after the Closing and upon receipt of evidence satisfactory to the Surviving Corporation that no transfers on the stock transfer books of Rostone have been closed and pursuant to such other reasonable procedures and conditions as the Surviving Corporation shall reasonably prescribeof shares of LMI Common Stock, the Surviving Corporation shall mail LMI Preferred Stock or deliver the letters of transmittal to each record holder of certificates representing Shares not surrendered at the Closing pursuant to Section 2.3 hereof and which shall have been Assumed LMI Debentures that were converted into the right to receive the Merger Consideration Per Share Consideration. Each share of Ebiz Common Stock into which shares of LMI Common Stock or LMI Preferred Consideration Per Share applicable to such Shares determined in accordance with this Agreement. (c) After the Closing, there Stock shall be no transfers of any Shares on converted in the stock transfer books of Rostone. If, after Merger shall be deemed to have been issued at the Effective Time, certificates previously representing Shares are presented to . Each share of Ebiz Common Stock into which the Surviving Corporation, they Assumed LMI Debentures shall be cancelled and exchanged for the applicable portions of converted in connection with the Merger Consideration or Preferred Consideration applicable shall be deemed to have been issued at the time such Shares subject conversion occurs pursuant to applicable law including in the case of the Dissenting SharesSection 1.3(b).

Exchange of Share Certificates. (a) From and after As soon as practicable following the later of the Effective Time, Date and the Surviving Corporation shall act as exchange agent in effecting surrender to the exchange Depositary for cancellation of certificates whichthat, prior to immediately before the Effective Time, represented a holder’s Normabec Shares, for together with a duly completed Letter of Transmittal and such other documents and instruments as would have been required to effect the consideration receivable transfer of the shares formerly represented by such certificates under the CBCA and the articles of Normabec and such additional documents and instruments as the Depositary may reasonably require, (a) First Majestic shall cause the Depositary to deliver to such holder a certificate representing that number of First Majestic Shares which such holder has the right to receive and (b) Newco shall cause the Depositary to deliver to such holder a certificate representing that number of Newco Shares which such holder has the right to receive (together, in either case, with any dividends or distributions with respect thereof thereto pursuant to Section 2.3 hereof. Upon 4.2) and the surrender of each certificate representing validly issued Shares, duly endorsed if requested by the Surviving Corporation and accompanied by such other instruments of transfer, certifications and other documents as shall be requested by the Surviving Corporation, the Surviving Corporation shall pay to each record holder of Shares the amounts provided in Section 2.3 hereof, at the time therein provided, and such certificate so surrendered shall forthwith be cancelled cancelled. In the event of a transfer of ownership of Normabec Shares which is not registered in the transfer records of Normabec, certificates representing the proper number of First Majestic Shares and extinguishedNewco Shares may be issued to the transferee if the certificate representing such Normabec Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfer to the transferee. From and Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented one or more outstanding Normabec Shares shall be deemed at all times after the Effective Time and until so surrendered and exchanged, each such certificate (other than certificates representing Dissenting Shares) shall to represent solely only the right to receive upon such surrender (i) the Merger Consideration Per Share or Preferred Consideration Per Share payable in respect of such Shares. (b) Promptly after the Closing and upon receipt of evidence satisfactory to the Surviving Corporation that the stock transfer books of Rostone have been closed and pursuant to such other reasonable procedures and conditions as the Surviving Corporation shall reasonably prescribe, the Surviving Corporation shall mail or deliver the letters of transmittal to each record holder of certificates representing First Majestic Shares not surrendered at the Closing pursuant to and Newco Shares as contemplated by this Section 2.3 hereof 4.1, and which shall have been converted into the right to receive the Merger Consideration Per Share (ii) any dividends or Preferred Consideration Per Share applicable to such Shares determined in accordance distributions with this Agreement. (c) After the Closing, there shall be no transfers of any Shares on the stock transfer books of Rostone. If, a record date after the Effective Time, certificates previously representing Time theretofore paid or payable with respect to First Majestic Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the applicable portions of the Merger Consideration or Preferred Consideration applicable to such Newco Shares subject to applicable law including in the case of the Dissenting Sharesas contemplated by Section 4.2.

Exchange of Share Certificates. Certificates formerly representing shares of HFS Common Stock shall be exchanged for cash in accordance with the following procedures: (a) From SNB shall act as exchange agent (“Exchange Agent”) to receive HFS Common Stock certificates from the holders thereof and to issue checks for the amount of cash constituting the Merger Consideration pursuant to Section 3.1(a). The Exchange Agent shall, promptly after the Effective Time, the Surviving Corporation shall act as exchange agent in effecting the exchange of certificates which, prior to the Effective Time, represented Shares, for the consideration receivable in respect thereof pursuant to Section 2.3 hereof. Upon the surrender of each certificate representing validly issued Shares, duly endorsed if requested by the Surviving Corporation and accompanied by such other instruments of transfer, certifications and other documents as shall be requested by the Surviving Corporation, the Surviving Corporation shall pay mail to each record holder former shareholder of Shares HFS a notice specifying the amounts provided procedures to be followed in Section 2.3 hereof, at the time therein provided, and surrendering such certificate shall forthwith be cancelled and extinguished. From and after the Effective Time and until so surrendered and exchanged, each such certificate (other than certificates representing Dissenting Shares) shall represent solely the right to receive the Merger Consideration Per Share or Preferred Consideration Per Share payable in respect of such Sharesshareholder’s HFS Common Stock certificates. (b) Promptly As promptly as possible after the Closing and upon receipt of evidence satisfactory the Exchange Agent notice, each former shareholder of HFS shall surrender his or her certificates to the Surviving Corporation Exchange Agent; provided, that if any former shareholder of HFS shall be unable to surrender his HFS Common Stock certificates due to loss or mutilation thereof, he or she may make a constructive surrender by following the stock transfer books procedures customarily followed by HFS in the replacement of Rostone have been closed and pursuant lost or mutilated certificates, including the posting of appropriate bond. Upon actual or constructive surrender of HFS Common Stock certificates from a former HFS shareholder, the Exchange Agent shall issue such shareholder, in exchange therefore, a check in payment of the cash constituting the Per Share Merger Consideration payable to such other reasonable procedures and conditions as the Surviving Corporation shall reasonably prescribe, the Surviving Corporation shall mail or deliver the letters of transmittal to each record holder of certificates representing Shares not surrendered at the Closing pursuant to shareholder under Section 2.3 hereof and which shall have been converted into the right to receive the Merger Consideration Per Share or Preferred Consideration Per Share applicable to such Shares determined in accordance with this Agreement3.1(a). (c) After All HFS Common Stock certificates must be surrendered to the Closing, there shall be no transfers Exchange Agent within six months of any Shares on the stock transfer books of Rostone. If, after the Effective Time. In the event that any former shareholder of HFS shall not have properly surrendered his or her certificates within such period, certificates previously representing Shares the cash merger consideration to be received by holders of HFS Common Stock shall be held by SNB for such shareholder’s benefit in a non-interest bearing deposit account at SNB or another depository institution, the deposits of which are presented to insured by the Surviving Federal Deposit Insurance Corporation, they chosen by SNB in its discretion, and the sole right of such shareholder shall be cancelled and exchanged for the right to collect cash in such account. Subject to all applicable portions laws of the Merger Consideration or Preferred Consideration applicable escheat, such amounts shall be paid to such Shares subject to applicable law including in the case former shareholder of the Dissenting SharesHFS, without interest, upon proper surrender of his or her HFS Common Stock certificates.

Exchange of Share Certificates. (a) From and As soon as practicable after the Effective Time, the Surviving Corporation shall act as exchange agent in effecting the exchange deliver to each holder of record of a certificate or certificates which, which immediately prior to the Effective TimeTime represented outstanding shares of Common Stock of Spectrum or Preferred Stock of Spectrum (collectively, represented Shares, for the consideration receivable in respect thereof pursuant to Section 2.3 hereof. Upon the surrender "Spectrum Certificates") against delivery of each certificate representing validly issued Sharessuch Spectrum Certificates, duly endorsed if requested by the Surviving Corporation and accompanied by such other instruments of transfer, certifications and other documents as shall be requested by executed for transfer in form satisfactory to the Surviving Corporation, certificates representing that number of shares of Common Stock or Series 2 Preferred Stock, as the case may be, of Surviving Corporation into which the shares represented by the Spectrum Certificates so surrendered shall pay have been converted pursuant to each record holder the provisions of Shares the amounts provided in Section 2.3 hereof, at the time therein providedthis Article I, and such certificate the Spectrum Certificates so surrendered shall forthwith be cancelled and extinguished. From and after the Effective Time and until so surrendered and exchanged, each such certificate (other than certificates representing Dissenting Shares) shall represent solely the right to receive the Merger Consideration Per Share or Preferred Consideration Per Share payable in respect of such Sharescancelled. (b) Promptly after the Closing and upon receipt No dividends or other distributions declared with respect to Common Stock or Preferred Stock of evidence satisfactory to the Surviving Corporation that the stock transfer books issuable to former holders of Rostone have been closed and Common Stock or Preferred Stock of Spectrum pursuant to the Merger and payable to the holders thereof after the Effective Date shall be paid to any such other reasonable procedures holder unless and conditions until such holder shall have surrendered such holder's Spectrum Certificates and received in exchange therefor certificates representing shares of Common Stock or Preferred Stock, as the case may be, of the Surviving Corporation. After the surrender and exchange of a Spectrum Certificate, the holder of certificates for shares of Common Stock or Preferred Stock of the Surviving Corporation shall reasonably prescribe, into which the Surviving Corporation shall mail or deliver shares represented by the letters of transmittal to each record holder of certificates representing Shares not surrendered at the Closing pursuant to Section 2.3 hereof and which Spectrum Certificates shall have been converted into the right shall be entitled to receive any dividends or other distributions, without any interest thereon, which theretofore became payable with respect to the Merger Consideration Per Share or Preferred Consideration Per Share applicable to shares represented by such Shares determined in accordance with this AgreementSpectrum Certificates. (c) After the ClosingEffective Time, there shall be no further registration of transfers of any Shares on the stock transfer books of Rostonethe Surviving Corporation of the shares represented by the Spectrum Certificates which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates previously representing Shares Spectrum Certificates are presented to the Surviving CorporationCorporation for registration or transfer, they shall be cancelled and exchanged for certificates representing shares of Common Stock or Preferred Stock, as the applicable portions case may be, of the Merger Consideration or Preferred Consideration applicable to such Shares subject to applicable law including Surviving Corporation, as provided in the case of the Dissenting Shares.this Article I.