Common use of Exchange of Shares of Company Common Stock Clause in Contracts

Exchange of Shares of Company Common Stock. (a) Prior to the Effective Time, the Parent shall designate, subject to the approval of the Company which shall not be unreasonably withheld, a bank or trust company to act as exchange agent (the "Exchange Agent") for the Merger. Immediately prior to the Effective Time, the Parent will instruct the transfer agent of the shares of the Parent Class A Common Stock to countersign and deliver to the Exchange Agent certificates representing an aggregate number of shares of the Parent Class A Common Stock as nearly as practicable equal to the product of the Adjusted Conversion Price and the number of shares of Company Common Stock to be converted into the Parent Class A Common Stock pursuant to Section 2.1(b) so as to allow for the issuance and delivery of the Merger Consideration on a timely basis. The Parent shall pay all reasonable charges or expenses, including those of the Exchange Agent, in connection with the exchange of the shares of Company Common Stock for the Merger Consideration. (b) As soon as practicable after the Effective Time, the Parent shall cause the Exchange Agent to mail and/or make available to each holder of a Certificate (other than holders of Certificates theretofore representing Excluded Shares) (a "Stockholder") a notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such Certificate or Certificates for exchange for the Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. Upon the surrender to the Exchange Agent of such Certificate or Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, the Stockholder shall be entitled to receive the Merger Consideration. From and after the Effective Time, until surrendered in accordance with the provisions of this Section 2.3, each Certificate evidencing shares of Company Common Stock (other than Certificates representing Excluded Shares and Dissenting Shares) shall represent for all purposes only the right to receive the Merger Consideration, without any interest thereon. Any portion of the Merger Consideration that shall not have been paid to Stockholders pursuant to this Section 2.3 prior to the second anniversary of the Effective Time (including any cash payable pursuant to Section 2.3(e) hereof) shall be paid to the Parent and any Stockholder who has not theretofore complied with this Section 2.3 thereafter shall look, subject to escheat and other similar laws, solely to the Parent for payment of the Merger Consideration to which they are entitled under this Agreement. (c) No dividends or other distributions that are otherwise payable on the shares of the Parent Class A Common Stock constituting any of the Merger Consideration shall be paid to the holder of any unsurrendered Certificate until such Certificate is properly surrendered as provided herein, but (i) upon such surrender, there shall be paid to the Person in whose name the shares of the Parent Class A Common Stock constituting any of the Merger Consideration shall be issued the amount of any dividends which shall have become payable with respect to such shares between the Effective Time and the time of such surrender and (ii) at the appropriate payment date or as soon thereafter as practicable, there shall be paid to such Person the amount of any dividends on such shares of the Parent Class A Common Stock which shall have a record or due date prior to such surrender and a payment date after such surrender, subject in each such case to (x) deduction therefrom of any amount required by applicable law to be withheld, and (y) any applicable escheat laws or unclaimed property laws. On surrender of a Certificate, no interest shall be payable with respect to the payment of such dividends and no interest shall be payable with respect to the amount of any cash payable in lieu of a fractional share of the Parent Class A Common Stock pursuant to Section 2.3(e). (d) If any cash is to be paid pursuant to Section 2.3(e), or certificates representing shares of the Parent Class A Common Stock are to be issued, to a Person other than the Person in whose name the Certificate so surrendered in exchange therefor is registered, it shall be a condition of the payment or issuance thereof that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of cash to a Person other than, or if the issuance of certificates representing the shares of the Parent Class A Common Stock in any name other than that of, the registered holder of the Certificate surrendered, or otherwise required, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) Shares of the Parent Class A Common Stock shall be issued only in whole shares. A Stockholder will not be entitled to receive Fractional Shares but, instead, will be entitled to receive promptly from the Exchange Agent a cash payment in lieu of Fractional Shares in an amount equal to such Stockholder's proportionate interest in the net proceeds from the sale or sales in the open market by the Exchange Agent, on behalf of all such Stockholders, of the aggregate Fractional Shares. Such sales shall be made promptly after the Effective Time, or in the case of Dissenting Shares which become exchangeable for the Merger Consideration pursuant to Section 2.1(e) hereof, promptly after such change in status of such Dissenting Shares. Such cash payments will be made to each such Stockholder only upon proper surrender of such Stockholder's Certificates, together with a properly completed and duly executed transmittal form and any other required documents. ARTICLE III

Exchange of Shares of Company Common Stock. (a) Prior to the Effective Time, the Parent shall designate, subject to the approval of the Company which shall not be unreasonably withheld, a bank or trust company to act as exchange agent (the "Exchange Agent") for the Merger. Immediately prior to the Effective Time, the Parent will instruct the transfer agent of the shares of the Parent Class A Common Stock to countersign and deliver to the Exchange Agent certificates representing an aggregate number of shares of the Parent Class A Common Stock as nearly as practicable equal to the product of the Adjusted Conversion Price and the number of shares of Company Common Stock to be converted into the Parent Class A Common Stock pursuant to Section 2.1(b) so as to allow for the issuance and delivery of the Merger Consideration on a timely basis. The Parent shall pay all reasonable charges or expenses, including those of the Exchange Agent, in connection with the exchange of the shares of Company Common Stock for the Merger Consideration. (b) As soon as practicable after the Effective Time, the Parent shall cause the Exchange Agent to mail and/or make available to each holder of a Certificate (other than holders of Certificates theretofore representing Excluded Shares) (a "Stockholder") a notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such Certificate or Certificates for exchange for the Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. Upon the surrender to the Exchange Agent of such Certificate or Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, the Stockholder shall be entitled to receive the Merger Consideration. From and after the Effective Time, until surrendered in accordance with the provisions of this Section 2.3, each Certificate evidencing shares of Company Common Stock (other than Certificates representing Excluded Shares and Dissenting Shares) shall represent for all purposes only the right to receive the Merger Consideration, without any interest thereon. Any portion of the Merger Consideration that shall not have been paid to Stockholders pursuant to this Section 2.3 prior to the second anniversary of the Effective Time (including any cash payable pursuant to Section 2.3(e) hereof) shall be paid to the Parent and any Stockholder who has not theretofore complied with this Section 2.3 thereafter shall look, subject to escheat and other similar laws, solely to the Parent for payment of the Merger Consideration to which they are entitled under this Agreement.of (c) No dividends or other distributions that are otherwise payable on the shares of the Parent Class A Common Stock constituting any of the Merger Consideration shall be paid to the holder of any unsurrendered Certificate until such Certificate is properly surrendered as provided herein, but (i) upon such surrender, there shall be paid to the Person in whose name the shares of the Parent Class A Common Stock constituting any of the Merger Consideration shall be issued the amount of any dividends which shall have become payable with respect to such shares between the Effective Time and the time of such surrender and (ii) at the appropriate payment date or as soon thereafter as practicable, there shall be paid to such Person the amount of any dividends on such shares of the Parent Class A Common Stock which shall have a record or due date prior to such surrender and a payment date after such surrender, subject in each such case to (x) deduction therefrom of any amount required by applicable law to be withheld, and (y) any applicable escheat laws or unclaimed property laws. On surrender of a Certificate, no interest shall be payable with respect to the payment of such dividends and no interest shall be payable with respect to the amount of any cash payable in lieu of a fractional share of the Parent Class A Common Stock pursuant to Section 2.3(e). (d) If any cash is to be paid pursuant to Section 2.3(e), or certificates representing shares of the Parent Class A Common Stock are to be issued, to a Person other than the Person in whose name the Certificate so surrendered in exchange therefor is registered, it shall be a condition of the payment or issuance thereof that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of cash to a Person other than, or if the issuance of certificates representing the shares of the Parent Class A Common Stock in any name other than that of, the registered holder of the Certificate surrendered, or otherwise required, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) Shares of the Parent Class A Common Stock shall be issued only in whole shares. A Stockholder will not be entitled to receive Fractional Shares but, instead, will be entitled to receive promptly from the Exchange Agent a cash payment in lieu of Fractional Shares in an amount equal to such Stockholder's proportionate interest in the net proceeds from the sale or sales in the open market by the Exchange Agent, on behalf of all such Stockholders, of the aggregate Fractional Shares. Such sales shall be made promptly after the Effective Time, or in the case of Dissenting Shares which become exchangeable for the Merger Consideration pursuant to Section 2.1(e) hereof, promptly after such change in status of such Dissenting Shares. Such cash payments will be made to each such Stockholder only upon proper surrender of such Stockholder's Certificates, together with a properly completed and duly executed transmittal form and any other required documents. ARTICLE IIIthere

Exchange of Shares of Company Common Stock. (a) Prior to the Effective Time, the Parent Purchaser shall designate, subject to the approval of the Company which shall not be unreasonably withheld, designate a bank or trust company reasonably acceptable to the Company to act as exchange agent Exchange Agent in connection with the Merger (the "Exchange Agent") pursuant to an exchange agency agreement providing for the Mergermatters set forth in this Section 4.5, and otherwise reasonably satisfactory to the Company. Immediately At or prior to the Effective Time, the Parent will instruct the transfer agent of the shares of the Parent Class A Common Stock to countersign and deliver to Purchaser shall deposit with the Exchange Agent certificates representing an aggregate number of the shares of the Parent Class A Purchaser Common Stock issuable pursuant to Section 4.3 in exchange for the shares of Company Common Stock (the "Exchange Fund"). (b) Promptly after the Effective Time, the Exchange Agent shall mail to each record holder, as nearly as practicable equal of the Effective Time, of an outstanding certificate or certificates which immediately prior to the product Effective Time represented shares of the Adjusted Conversion Price Company 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 in exchange for certificates representing shares of the Purchaser Common Stock. Upon surrender to the Exchange Agent of a Certificate, together with a duly executed letter of transmittal and any other required documents, the holder of such Certificate shall receive in exchange therefor (as promptly as practicable) a certificate representing that number of whole shares of Purchaser Common Stock which such holder has the right to receive pursuant to this Section 4, and the number Certificate so surrendered shall forthwith be canceled. If a transfer of ownership of shares of Company Common Stock to be converted into which was not previously registered on the Parent Class A Common Stock pursuant to Section 2.1(b) so as to allow for Company's transfer records occurs or is requested, a certificate representing the issuance and delivery of the Merger Consideration on a timely basis. The Parent shall pay all reasonable charges or expenses, including those of the Exchange Agent, in connection with the exchange of the shares of Company Common Stock for the Merger Consideration. (b) As soon as practicable after the Effective Time, the Parent shall cause the Exchange Agent to mail and/or make available to each holder of a Certificate (other than holders of Certificates theretofore representing Excluded Shares) (a "Stockholder") a notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such Certificate or Certificates for exchange for the Merger Consideration multiplied by the appropriate number of shares of Company Purchaser Common Stock represented by such may be issued to the transferee if the Certificate so surrendered is properly endorsed or otherwise in proper form for transfer, provided that the signatures on the Certificate or Certificates. Upon any related stock power shall be properly guaranteed and the surrender to the Exchange Agent person requesting such transfer shall pay any transfer or other taxes required by reason of such Certificate or Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, the Stockholder shall be entitled to receive the Merger Considerationtransfer. From and after the Effective Time, until Until surrendered in accordance with the provisions of this Section 2.34.5(b), each Certificate evidencing (other than Certificates representing shares of Company Common Stock (other than Certificates representing Excluded Shares and Dissenting Shares) held in the -40- Company's treasury or by the Purchaser or any subsidiary of the Company or the Purchaser, shall represent for all purposes only the right to receive the Merger Considerationfor each share of Company Common Stock represented thereby shares of Purchaser Common Stock and cash in lieu of fractional shares, without any interest thereon. Any portion of the Merger Consideration that shall not have been paid to Stockholders pursuant to this Section 2.3 prior to the second anniversary of the Effective Time (including any cash payable pursuant to Section 2.3(e) hereof) shall be paid to the Parent and any Stockholder who has not theretofore complied with this Section 2.3 thereafter shall look, subject to escheat and other similar laws, solely to the Parent all as provided for payment of the Merger Consideration to which they are entitled under this Agreement. (c) No dividends or other distributions that are otherwise payable on After the shares of the Parent Class A Common Stock constituting any of the Merger Consideration shall be paid to the holder of any unsurrendered Certificate until such Certificate is properly surrendered as provided herein, but (i) upon such surrenderEffective Time, there shall be paid to no transfers on the Person in whose name stock transfer books of the Purchaser of the shares of the Parent Class A Company Common Stock constituting any of which were outstanding immediately prior to the Merger Consideration Effective Time. If, after the Effective Time, Certificates are presented to the Purchaser, they shall be issued canceled and exchanged as provided for, and in accordance with the amount procedures set forth, in this Section 4. (d) From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any dividends which shall have become payable rights with respect to such shares between of Company Common Stock, except as otherwise provided herein or by applicable law. Such holders shall have no rights, after the Effective Time and the time of such surrender and (ii) at the appropriate payment date or as soon thereafter as practicableTime, there shall be paid with respect to such Person the amount of any dividends on such shares of the Parent Class A Company Common Stock which shall have a record or due date prior except to surrender such surrender and a payment date after such surrender, subject Certificates in each such case to (x) deduction therefrom exchange for shares of any amount required by applicable law to be withheld, and (y) any applicable escheat laws or unclaimed property laws. On surrender of a Certificate, no interest shall be payable with respect to the payment of such dividends and no interest shall be payable with respect to the amount of any cash payable in lieu of a fractional share of the Parent Class A Purchaser Common Stock pursuant to Section 2.3(e). (d) If any cash is to be paid pursuant to Section 2.3(e), or certificates representing shares of the Parent Class A Common Stock are to be issued, to a Person other than the Person in whose name the Certificate so surrendered in exchange therefor is registered, it shall be a condition of the payment or issuance thereof that the Certificate so surrendered shall be properly endorsed and otherwise in proper form as provided for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of cash to a Person other than, or if the issuance of certificates representing the shares of the Parent Class A Common Stock in any name other than that of, the registered holder of the Certificate surrendered, or otherwise required, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payableunder this Agreement. (e) Shares Any portion of the Parent Class A Common Stock Exchange Fund which remains undistributed to the stockholders of the Company for one year after the Effective Time shall be issued delivered to the Purchaser, upon demand, and any stockholders of the Company who have not previously complied with this Section 4.5 shall thereafter look only in whole shares. A Stockholder will not be entitled to receive Fractional Shares butthe Purchaser for delivery of shares of Purchaser Common Stock, instead, will be entitled to receive promptly from the Exchange Agent a any cash payment in lieu of Fractional Shares in an amount equal fractional shares of Purchaser Common Stock and any dividends or distributions with respect to such Stockholder's proportionate Purchaser Common Stock (without interest in thereon). (f) Neither the net proceeds from Purchaser nor the sale or sales in the open market by the Exchange Agent, on behalf of all such Stockholders, of the aggregate Fractional Shares. Such sales Company shall be made promptly after the Effective Timeliable to any holder of shares of Company Common Stock or Purchaser Common Stock, or in as the case of Dissenting Shares which become exchangeable may be, for the Merger Consideration such shares (or dividends or distributions with respect thereto) delivered to a public official pursuant to Section 2.1(e) hereofany applicable abandoned property, promptly after such change in status of such Dissenting Shares. Such cash payments will be made to each such Stockholder only upon proper surrender of such Stockholder's Certificates, together with a properly completed and duly executed transmittal form and any other required documents. ARTICLE IIIescheat or similar law.