Common use of Exchange Procedures for Certificates Clause in Contracts

Exchange Procedures for Certificates. Promptly after the Effective Time (but in any event within five (5) Business Days), Surviving Corporation shall cause the Paying Agent to mail to each person who immediately prior to the Effective Time held shares of Company Common Stock that were converted into the right to receive the Company Common Stock Merger Consideration pursuant to Section 3.01: (i) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the holder's Certificates in exchange for the Company Common Stock Merger Consideration to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving Corporation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall receive in exchange therefor the Company Common Stock Merger Consideration payable in respect of the Company Common Stock, previously represented by such Certificate pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed, or accompanied by appropriate stock powers (with signatures guaranteed in accordance with the transmittal letter) or otherwise be in proper form for transfer and 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 such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Stock Merger Consideration as contemplated by this Section 3.02. No interest shall be paid or accrue on the Company Common Stock Merger Consideration.

Exchange Procedures for Certificates. Promptly after the Effective Time (but in any event within five (5) Business Days), Surviving Corporation shall cause the Paying Agent to mail to each person who immediately prior to the Effective Time held shares of Company Common Stock Shares that were converted into the right to receive the Company Common Stock Share Cash Merger Consideration pursuant to Section 3.01: (i) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the holder's ’s Certificates in exchange for the Company Common Stock Share Cash Merger Consideration to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving Corporation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall receive in exchange therefor the Company Common Stock Share Cash Merger Consideration payable in respect of the Company Common StockShares, previously represented by such Certificate pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed, or accompanied by appropriate stock powers (with signatures guaranteed in accordance with the transmittal letter) endorsed or otherwise be in proper form for transfer and 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 such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.023.03, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Stock Share Cash Merger Consideration as contemplated by this Section 3.023.03. No interest shall be paid or accrue on the Company Common Stock Share Cash Merger Consideration.

Exchange Procedures for Certificates. Promptly after As of or promptly following the Effective Time (but in any event within five (5) Business Days)Time, Surviving Corporation Parent, Holding Company and Holdings shall cause the Paying Agent to mail to each person who holder of record of a certificate or certificates which immediately prior to the Effective Time held represented shares of Company Common Stock that (the “Certificates”) whose shares were converted into the right to receive the Company Common Stock Merger Consideration pursuant to Section 3.01: 2.01, (i) a letter of transmittal (in a form mutually agreed upon by Parent Group and the Company, which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agentpass, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); Agent and (ii) instructions for use in effecting the surrender of the holder's Certificates in exchange for the Company Common Stock Merger Consideration to which the holder thereof is entitledConsideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationAgent, together with such letter of transmittal, duly executed and completed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Paying Agent, Parent, Holding Company, Holdings and the Surviving Corporation shall cause the Paying Agent to promptly pay, to the holder of such Certificate shall receive in exchange therefor the amount of cash into which the shares of Company Common Stock Merger Consideration payable in respect of the Company Common Stock, previously theretofore represented by such Certificate shall have been converted pursuant to Section 2.01 and the provisions amount of this Article IIIOutstanding Dividends due thereon, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed, or accompanied by appropriate stock powers (with signatures guaranteed in accordance with the transmittal letter) endorsed or otherwise be in proper form for transfer and 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 such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicabletransfer. Until surrendered as contemplated by this Section 3.022.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, receive upon such surrendersurrender the amount of cash, without interest, into which the shares of Company Common Stock Merger Consideration as contemplated theretofore represented by this such Certificate shall have been converted pursuant to Section 3.022.01 and the amount of Outstanding Dividends due thereon. No interest shall will be paid or will accrue on the Company Common Stock Merger Considerationcash payable upon the surrender of any Certificate.

Exchange Procedures for Certificates. Promptly after the Effective Time (but in any event within five (5) Business Days), the Surviving Corporation shall cause the Paying Agent to mail to each person who immediately prior to the Effective Time held shares of Company Common Stock Shares or that were converted into exchanged for the right to receive the Company Common Stock Merger Consideration pursuant to Section 3.01: (iA) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon proper delivery of the Certificates to the Paying AgentAgent (or effective affidavits of loss in lieu thereof), and which letter shall be in such form and have such other provisions as Parent may reasonably specify); ) and (iiB) instructions for use in effecting the surrender of the holder's ’s Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Company Common Stock Merger Consideration to which the holder thereof is entitled. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationParent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall receive in exchange therefor the Company Common Stock Merger Consideration payable in respect of the Company Common Stock, Shares previously represented by such Certificate pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed, or accompanied by appropriate stock powers (with signatures guaranteed in accordance with the transmittal letter) endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer, stock transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Stock Merger Consideration as contemplated by this Section 3.02. No interest shall be paid or accrue on the Company Common Stock Merger Consideration.

Exchange Procedures for Certificates. (i) Promptly after the Company Merger Effective Time (but in any event within five (5) Business Days), the Surviving Corporation shall cause the Paying Agent to mail to each person who immediately prior to the Company Merger Effective Time held shares of Company Common Stock Shares, Company Warrants or Company Series A Preferred Shares that were converted into exchanged for the right to receive the Company Common Stock Share Merger Consideration Consideration, in the case of Company Common Shares, the Warrant Merger Consideration, in the case of Company Warrants, or the Company Series A Preferred Share Merger Consideration, in the case of the Company Series A Preferred Shares, as applicable, pursuant to Section 3.01: (iA) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); ) and (iiB) instructions for use in effecting the surrender of the holder's ’s Certificates in exchange for the Company Common Stock Share Merger Consideration Consideration, the Warrant Merger Consideration, or the Company Series A Preferred Share Merger Consideration, as applicable, to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationParent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall receive in exchange therefor the Company Common Stock Share Merger Consideration payable in respect of the Company Common StockShares, the Warrant Merger Consideration, in the case of Company Warrants or the Company Series A Preferred Share Merger Consideration payable in respect of the Company Series A Preferred Shares, previously represented by such Certificate pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares, Company Warrants or the Company Series A Preferred Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed, or accompanied by appropriate stock powers (with signatures guaranteed in accordance with the transmittal letter) endorsed or otherwise be in proper form for transfer and 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 such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.023.03, each Certificate shall be deemed at any time after the Company Merger Effective Time to represent only the right to receive, upon such surrender, the Company Common Stock Share Merger Consideration Consideration, the Warrant Merger Consideration, or the Company Series A Preferred Share Merger, as applicable, as contemplated by this Section 3.023.03. No interest shall be paid or accrue on the Company Common Stock Merger Consideration.

Exchange Procedures for Certificates. Promptly As soon as reasonably practicable after the Effective Time (but in any event within five (5) Business Days)Time, the Surviving Corporation shall cause the Paying Agent to mail be mailed to each person who holder of record of a certificate or certificates which immediately prior to the Effective Time held represented outstanding shares of Company Common Stock that (the “Certificates”) and which shares were converted into the right to receive the Company Common Stock Merger Consideration pursuant to Section 3.01: 1.6, (i) a letter of transmittal in customary form (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agentpass, only upon delivery of the Certificates to the Paying Agent, Exchange Agent and which letter shall be in such form and have such other provisions as are reasonably acceptable to Parent may reasonably specify); and the Stockholder Agent) and (ii) instructions for use in effecting the surrender of the holder's Certificates in exchange for the Company Common Stock Merger Consideration to which the holder thereof is entitledConsideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationParent, together with such letter of transmittal, duly completed and validly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing the Company number of whole shares of Parent Common Stock Merger Consideration payable in respect of the Company Common Stock, previously represented by to which such Certificate holder is entitled pursuant to Section 1.6(a)(i); (B) the provisions amount of this Article IIIcash to which such holder is entitled pursuant to Section 1.6(a)(ii); (C) the Convertible Promissory Note to which such holder is entitled pursuant to Sections 1.6(a)(iii) and 1.13; and (D) the amount of cash in lieu of fractional shares to which such holder is entitled pursuant to Section 1.8, and the Certificate so surrendered shall forthwith be canceled. In Until surrendered, each outstanding Certificate that, prior to the event of a transfer of ownership Effective Time, represented shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed, or accompanied by appropriate stock powers (with signatures guaranteed in accordance with the transmittal letter) or otherwise be in proper form for transfer and 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 such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.02, each Certificate shall will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent evidence only the right to receive, upon receive the Merger Consideration into which such surrender, the shares of Company Common Stock Merger Consideration as contemplated by this shall have been so converted and the right to receive cash in lieu of fractional shares pursuant to Section 3.02. No interest shall be paid or accrue on the Company Common Stock Merger Consideration1.8.

Exchange Procedures for Certificates. Promptly after following the Effective Time (but in any event within five (5) Business Days)Time, the Surviving Corporation or the Exchange Agent shall cause the Paying Agent to mail to each person who immediately prior holder of record of a Certificate, other than Certificates to the Effective Time held shares of Company Common Stock that were converted into the right to receive the Company Common Stock Merger Consideration be canceled or retired pursuant to Section 3.01: 3.1(a), (i) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agentpass, only upon actual delivery of the Certificates to the Paying Agent, Exchange Agent and which letter shall be in such a form and have such other provisions as Parent and the Company may reasonably specify); agree) and (ii) instructions for use in effecting the surrender of the holder's Certificates in exchange for the Company Common Stock Merger Consideration to which the holder thereof is entitledconsideration provided herein. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed and completed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, the amount of consideration into which the shares of Company Common Capital Stock Merger Consideration payable in respect of the Company Common Stock, previously theretofore represented by such Certificate shall have been converted pursuant to the provisions of this Article IIISection 3.1(b), and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In No interest will be paid or will accrue on any cash payable upon the event surrender of a transfer of ownership of Company Common Stock that any Certificate. If payment is not registered in the transfer records of the Company, payment may to be made to a person or entity other than the person or entity in whose name the Certificate so surrendered is registered, if it shall be a condition of payment that such Certificate shall be properly endorsed, or accompanied by appropriate stock powers (with signatures guaranteed in accordance with the transmittal letter) endorsed or otherwise be in proper form for transfer and that the person or entity requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.024.1(b), each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any shares of Company Capital Stock to be cancelled or retired pursuant to Section 3.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive, receive upon such surrendersurrender the consideration provided herein, the Company Common Stock Merger Consideration as contemplated by this Section 3.02. No interest shall be paid or accrue on the Company Common Stock Merger Considerationwithout interest.

Exchange Procedures for Certificates. Promptly after the Effective Time (but in any event within five (5) Business Days), the Surviving Corporation Entity shall cause the Paying Agent to mail to each person who immediately prior to the Effective Time held shares of Company Common Stock Shares, Company Series A Preferred Shares, Company Series B Preferred Shares, Restricted Units, Existing Units or Options that were converted into exchanged for the right to receive the Company Common Stock Share Merger Consideration, the Preferred Redemption Amount, the Partnership Merger Consideration, the Restricted Unit Consideration, the Option Consideration, the Series A Consideration or the Series B Consideration, as applicable pursuant to Section 3.01this Agreement: (i) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the holder's ’s Certificates in exchange for the Company Common Stock Share Merger Consideration, the Preferred Redemption Amount, the Partnership Merger Consideration, the Restricted Unit Consideration, the Option Consideration, the Series A Consideration or the Series B Consideration, as applicable, to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationParent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall receive in exchange therefor the Company Common Stock Share Merger Consideration, the Preferred Redemption Amount, the Partnership Merger Consideration, the Restricted Unit Consideration, the Option Consideration, the Series A Consideration or the Series B Consideration, as applicable, payable in respect of the Company Common Stock, securities previously represented by such Certificate pursuant to the provisions of this Article IIIAgreement, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares, Company Common Shares, Company Series A Preferred Shares, Company Series B Preferred Shares, Restricted Units, Existing Units or Options that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed, or accompanied by appropriate stock powers (with signatures guaranteed in accordance with the transmittal letter) endorsed or otherwise be in proper form for transfer and 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 such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.023.05, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Stock Merger Consideration appropriate form of consideration as contemplated by this Section 3.02Agreement. No interest shall be paid or accrue on the Company Common Stock Merger Consideration.

Exchange Procedures for Certificates. Promptly after the Effective Time (but in any event within five (5) Business Days), the Surviving Corporation Entity shall cause the Paying Agent to mail to each person who immediately prior to the Effective Time held shares of Company Common Stock Shares that were converted into exchanged for the right to receive the Company Common Stock Share Merger Consideration pursuant to Section 3.01: (i) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the holder's ’s Certificates in exchange for the Company Common Stock Share Merger Consideration to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationParent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall receive in exchange therefor the Company Common Stock Share Merger Consideration payable in respect of the Company Common Stock, Shares previously represented by such Certificate pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed, or accompanied by appropriate stock powers (with signatures guaranteed in accordance with the transmittal letter) endorsed or otherwise be in proper form for transfer and 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 such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.023.03, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Stock Share Merger Consideration as contemplated by this Section 3.023.03. No interest shall be paid or accrue on the Company Common Stock Share Merger Consideration.

Exchange Procedures for Certificates. Promptly after the Effective Time (but in any event within five four (54) Business Days), the Surviving Corporation Entity or Parent shall cause the Paying Agent to mail to each person who immediately prior to the Effective Time held shares of record Company Common Stock that were converted into the right Shares (other than holders of Dissenting Shares and Shares to receive the Company Common Stock Merger Consideration be canceled pursuant to Section 3.01: 3.01(b)): (i) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent and the Company may reasonably specify); agree) and (ii) instructions for use in effecting the surrender of the holder's ’s Certificates (or affidavits of loss in lieu thereof) in exchange for the Company Common Stock Share Merger Consideration as provided in Section 3.01 to which the holder thereof is entitled. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving Corporation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, or, in the case of Uncertificated Shares, at or promptly following the receipt by the Paying Agent of a duly executed letter of transmittal and such other documentation as may be reasonably required by the Paying Agent, the holder of such Certificate or Uncertificated Shares shall receive in exchange therefor the Company Common Stock Share Merger Consideration (after giving effect any required Tax withholdings as provided in Section 3.05) payable in respect of the Company Common Stock, Shares previously represented by such Certificate or Uncertificated Shares pursuant to the provisions of this Article III, and the any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered (or affidavits of loss in lieu thereof) is registered, if such Certificate (or affidavits of loss in lieu thereof) shall be properly endorsed, or accompanied by appropriate stock powers (with signatures guaranteed in accordance with the transmittal letter) endorsed or otherwise be in proper form for transfer and 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 such Certificate (or affidavits of loss in lieu thereof) or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.023.04, each Certificate (or affidavits of loss in lieu thereof) shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Stock Share Merger Consideration as contemplated by this Section 3.023.04. No interest shall be paid or accrue on the Company Common Stock Share Merger Consideration.

Exchange Procedures for Certificates. Promptly No later than five Business Days after the Effective Time (but in any event within five (5) Business Days)Time, Surviving Corporation Parent shall cause the Paying Agent to mail to each person who immediately prior to holder of record of Shares (other than the Effective Time held shares of Company Common Stock that were converted into the right to receive the Company Common Stock Merger Consideration pursuant to Section 3.01: Excluded Shares), (i) a letter of transmittal (in customary form and mutually agreed upon by Parent and the Company, which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates and Book-Entry Shares shall pass to the Paying Agentpass, only upon delivery of the Certificates or Book-Entry Shares, as the case may be, to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); Agent and (ii) instructions for use in effecting the surrender of the holder's Certificates (or Affidavits (as defined below) in lieu of any lost, stolen or destroyed Certificates) and Book-Entry Shares in exchange for the Company Common Stock Per Share Merger Consideration to which (the holder thereof is entitled“Initial Notice”). Upon surrender of a Certificate (or an Affidavit in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationAgent, together with such letter of transmittal, a duly executed and properly completed in accordance with the instructions thereto, letter of transmittal and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Company Common Stock Merger Consideration payable in respect amount of cash into which the Company Common Stock, previously Shares theretofore represented by such Certificate (or an Affidavit in lieu thereof) or Book-Entry Share shall have been converted by virtue of the Merger pursuant to the provisions of this Article IIISection 2.01, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed, or accompanied by appropriate stock powers (with signatures guaranteed in accordance with the transmittal letter) or otherwise be in proper form for transfer and 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 such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered and exchanged as contemplated by this Section 3.022.02, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive, receive upon such surrendersurrender the amount of cash, without interest, into which the Company Common Stock Merger Consideration as contemplated by this Shares shall have been converted pursuant to Section 3.022.01. No interest shall will be paid or will accrue to holders of Certificates or Book-Entry Shares on the Company Common Stock Merger Considerationcash payable upon the exchange of such Shares.

Exchange Procedures for Certificates. Promptly No later than five Business Days after the Effective Time (but in any event within five (5) Business Days)Time, Surviving Corporation Parent shall cause the Paying Agent to mail to each person who immediately prior to holder of record of Shares (other than the Effective Time held shares of Company Common Stock that were converted into the right to receive the Company Common Stock Merger Consideration pursuant to Section 3.01: Excluded Shares), (i) a letter of transmittal (in customary form and mutually agreed upon by Parent and the Company, which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates and Book-Entry Shares shall pass to the Paying Agentpass, only upon delivery of the Certificates or Book-Entry Shares, as the case may be, to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); Agent and (ii) instructions for use in effecting the surrender of the holder's Certificates (or Affidavits (as defined below) in lieu of any lost, stolen or destroyed Certificates) and Book-Entry Shares in exchange for the Company Common Stock Per Share Merger Consideration to which (the holder thereof is entitled“Initial Notice”). Upon surrender of a Certificate (or an Affidavit in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationAgent, together with such letter of transmittal, a duly executed and properly completed in accordance with the instructions thereto, letter of transmittal and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Company Common Stock Merger Consideration payable in respect amount of cash into which the Company Common Stock, previously Shares theretofore represented by such Certificate (or an Affidavit in lieu thereof) or Book-Entry Share shall have been converted by virtue of the Merger pursuant to the provisions of this Article IIISection 2.01, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed, or accompanied by appropriate stock powers (with signatures guaranteed in accordance with the transmittal letter) or otherwise be in proper form for transfer and 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 such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered and exchanged as contemplated by this Section 3.022.02, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive, receive upon such surrendersurrender the amount of cash, without interest, into which the Company Common Stock Merger Consideration as contemplated by this Section 3.02. No interest Shares shall be paid or accrue on the Company Common Stock Merger Consideration.have been converted pursuant to

Exchange Procedures for Certificates. Promptly after the Effective Time (but in any event within five (5) Business Days), Surviving Corporation LLC shall cause the Paying Agent to mail to each person who immediately prior to the Effective Time held shares of Company Common Stock Shares that were converted into the right to receive the Company Common Stock Share Merger Consideration pursuant to Section 3.01: (i) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the holder's ’s Certificates in exchange for the Company Common Stock Share Merger Consideration to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationLLC, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall receive in exchange therefor the Company Common Stock Share Merger Consideration payable in respect of the Company Common StockShares, previously represented by such Certificate pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed, or accompanied by appropriate stock powers (with signatures guaranteed in accordance with the transmittal letter) endorsed or otherwise be in proper form for transfer and 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 such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.023.03, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Stock Share Merger Consideration as contemplated by this Section 3.023.03. No interest shall be paid or accrue on the Company Common Stock Share Merger Consideration.