Common use of Exchange of Xxxxxxxxxxxx.xxx Capital Stock Clause in Contracts

Exchange of Xxxxxxxxxxxx.xxx Capital Stock. (a) The Parent shall authorize one or more persons to act as a transfer and exchange agent hereunder (the "Exchange Agent") pursuant to an agreement (the "Exchange Agent Agreement") in a form to be agreed upon by the parties hereto. Promptly after the Closing, the Parent shall deposit or cause to be deposited with the Exchange Agent the certificates representing the shares of Parent Common Stock issuable to the holders of Xxxxxxxxxxxx.xxx Capital Stock. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Xxxxxxxxxxxx.xxx Capital Stock (the "Xxxxxxxxxxxx.xxx Certificates"), a form letter of transmittal (which shall specify that delivery shall be effective, and risk of loss and title to the Xxxxxxxxxxxx.xxx Certificates shall pass, only upon delivery of the Xxxxxxxxxxxx.xxx Certificates to the Exchange Agent) and instructions for such holder's use in effecting surrender of the Xxxxxxxxxxxx.xxx Certificates in exchange for certificates representing shares of Parent Common Stock. (c) As of the Effective Time, each holder of a Xxxxxxxxxxxx.xxx Certificate shall surrender the same at the principal offices of the Exchange Agent, and shall be entitled to receive in exchange therefor a certificates of the Parent reflecting the amount of Parent Common Stock to be received by such holder.