Common use of Exchange Procedures for Company Common Stock Clause in Contracts

Exchange Procedures for Company Common Stock. As soon as reasonably practicable after the Effective Time, Parent shall mail, or shall cause the Paying Agent to mail, to each holder of record of a certificate or certificates (collectively, the “Certificates”) which immediately prior to the Effective Time represented Shares (other than Shares held by Parent, Merger Sub or any Subsidiary of Parent or Merger Sub immediately prior to the Effective Time, Treasury Shares and Dissenting Shares) (i) a letter of transmittal (a “Letter of Transmittal”) (which shall 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 Paying Agent and 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 Certificates in exchange for payment of the Per Common Share Amount. Upon surrender to the Paying Agent of a Certificate for cancellation, together with such Letter of Transmittal duly executed, and such other customary documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor by check an amount in cash, without interest, equal to the Per Common Share Amount for each Share formerly represented by such Certificate. Such payment of the Per Common Share Amount shall be sent to such holder by the Paying Agent promptly after receipt by the Paying Agent of such Certificate, together with such Letter of Transmittal duly executed, and such other customary documents as may reasonably be required by the Paying Agent, and the Shares formerly represented by such Certificate so surrendered shall forthwith be canceled. The right of any stockholder to receive the Per Common Share Amount, shall be subject to and reduced by any applicable withholding obligation as set forth in Section 2.14. No interest will be paid or will accrue on any cash payable upon the surrender of a Certificate.

Exchange Procedures for Company Common Stock. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article 2, (A) certificates representing the Merger Consideration issuable pursuant to Section 2.1.1.1 in exchange for outstanding shares of Company Common Stock, and (B) from time to time as needed, cash sufficient to pay cash in lieu of fractional shares pursuant to Section 2.4.4 and any dividends or other distributions pursuant to Section 2.4.3 (such certificates representing the Merger Consideration, together with such cash consideration and such dividends or other distributions, being hereinafter referred to as the “Exchange Fund”). The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid only to Parent. As soon as reasonably practicable after the Effective Time, Parent shall mail, or shall cause the Paying Exchange Agent to mail, mail to each holder of record of a certificate Certificate or certificates (collectively, the “Certificates”) which Book-Entry Share as of immediately prior to the Effective Time represented Shares (other than Shares held by Parent, Merger Sub or any Subsidiary of Parent or Merger Sub immediately prior to the Effective Time, Treasury Shares and Dissenting Shares) (iA) a letter of transmittal (a “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate or Book-Entry Share shall pass, only upon proper delivery of the Certificates Certificate or Book-Entry Share to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), customary form) and (iiB) instructions for use in effecting the surrender of the Certificates Certificate or Book-Entry Share in exchange for payment of the Per Common Share AmountMerger Consideration, to which such holder is entitled pursuant to this Agreement. Upon Following the Effective Time, upon surrender to the Paying Agent of a Certificate for cancellation, cancellation to the Exchange Agent together with such Letter letter of Transmittal transmittal, properly completed and duly executed, and upon surrender of such other customary documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor by check an amount in cash, without interest, equal to the Per Merger Consideration into which the shares of Company Common Share Amount for each Share formerly represented by such Certificate. Such payment of the Per Common Share Amount shall be sent to such holder by the Paying Agent promptly after receipt by the Paying Agent of such Certificate, together with such Letter of Transmittal duly executed, and such other customary documents as may reasonably be required by the Paying Agent, and the Shares Stock formerly represented by such Certificate or Book-Entry Share shall have been converted pursuant to Section 2.1.1.1, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4.4 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4.3, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. The right of any stockholder to receive the Per Common Share Amount, shall be subject to and reduced by any applicable withholding obligation as set forth in Section 2.14. No interest will be paid or will accrue accrued on the Merger Consideration or any other cash or other consideration, payable upon the surrender of any Certificate or Book-Entry Share. In the event of a Certificatepermitted transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4.4 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4.3 may be paid to a transferee if the Certificate or Book-Entry Share is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.4.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share shall have been converted pursuant to Section 2.1.1.1 and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4.4 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4.3.

Exchange Procedures for Company Common Stock. As soon as reasonably practicable At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock (including Company Restricted Stock and Company Deferred Stock) for payment in accordance with this Article 2, cash in U.S. dollars in an amount sufficient to pay the Merger Consideration (the “Exchange Fund”). No later than two Business Days after the Effective Time, Parent shall mail, or shall cause the Paying Agent to mail, mail to each holder of record of a certificate Certificate or certificates (collectively, the “Certificates”) which Book-Entry Shares as of immediately prior to the Effective Time represented Shares (other than Shares held by Parent, Merger Sub or any Subsidiary of Parent or Merger Sub immediately prior to the Effective Time, Treasury Shares and Dissenting Shares) (iA) a letter of transmittal (a “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate or Book-Entry Shares shall pass, only upon proper delivery of the Certificates Certificate or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify), customary form) and (iiB) instructions for use in effecting the surrender of the Certificates Certificate or Book-Entry Shares in exchange for payment of the Per Common Share AmountMerger Consideration, to which such holder is entitled pursuant to this Agreement. Upon surrender of a Certificate for cancellation to the Paying Agent of a Certificate for cancellation, together with such Letter letter of Transmittal transmittal, properly completed and duly executedexecuted (or, in the case of Book-Entry Shares, upon adherence to the applicable procedures set forth in such letter of transmittal for surrendering such shares), and upon surrender of such other customary documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor by check an amount the Merger Consideration, that such holder has the right to receive in cash, without interest, equal to the Per Common Share Amount for each Share formerly represented by such Certificate. Such payment respect of the Per Company Common Share Amount shall be sent to such holder by the Paying Agent promptly after receipt by the Paying Agent of such Certificate, together with such Letter of Transmittal duly executed, and such other customary documents as may reasonably be required by the Paying Agent, and the Shares Stock formerly represented by such Certificate or Book-Entry Shares, and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. The right of any stockholder to receive the Per Common Share Amount, shall be subject to and reduced by any applicable withholding obligation as set forth in Section 2.14. No interest will be paid or will accrue accrued on any cash the Merger Consideration, payable upon the surrender of any Certificate or Book-Entry Share. In the event of a Certificatepermitted transfer of ownership of shares of Company Common Stock represented by a Certificate which is not registered in the transfer records of the Company or the Company’s transfer agent on behalf of the Company, the Merger Consideration may be paid to a transferee if the Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.4.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration.

Exchange Procedures for Company Common Stock. As soon as reasonably practicable (and in any event within three Business Days) after the Effective Time, Parent shall mail, or and the Company shall cause the Paying Agent Payments Administrator to mail, deliver to each holder Stockholder of record that, as of a certificate or certificates (collectively, the “Certificates”) which immediately prior to the Effective Time represented Shares (other than Shares held by Parent, Merger Sub or any Subsidiary of Parent or Merger Sub immediately prior to the Effective Time, Treasury Shares and Dissenting Sharesheld shares of Company Common Stock (whether certificated or in book-entry form) that were converted pursuant to Section 2.08(a), (i) a letter of transmittal and release in favor of the Company, its Subsidiaries and other Persons set forth therein in substantially the form attached hereto as Exhibit G (a the “Letter of Transmittal”) (which shall 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 Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions for use in effecting surrendering any certificate or certificates representing such shares of Company Common Stock (the surrender of the Certificates “Certificates”) in exchange for payment the Estimated Stockholder Distribution Amount payable to such Stockholder and the right to receive a portion of the Per Common Share AmountAdditional Consideration, if and when payable to such Stockholder. Upon surrender to the Paying Agent of a Certificate for cancellation, cancellation in accordance with the terms of the Letter of Transmittal together with such Letter of Transmittal Transmittal, duly executedcompleted and validly executed in accordance with the instruction letter, and such other customary documents as may reasonably be required by pursuant to such instructions, including a waiver of appraisal rights under the Paying AgentDGCL and a power of attorney in favor of the Surviving Corporation, the holder of such Certificate (or Book-Entry Stock) shall be entitled to receive the Estimated Stockholder Distribution Amount and the Additional Consideration applicable to such Stockholder’s shares of Company Common Stock (less any deductions or withholdings and, if applicable, the Option Exercise Payment Amount for such Company Common Stock), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock, which transfer is not registered in exchange therefor by check an amount the transfer records of the Company as of the Effective Time, the transferee shall not be entitled to receive the amounts set forth in cash, without interest, equal the Allocation Schedule or the Additional Consideration unless and until the transferee of such Certificate shall have presented to the Per Certificate evidencing such Company Common Share Stock in accordance with the terms of the Letter of Transmittal, together with all documents required to evidence and effect such transfer and evidence that any applicable stock transfer Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock shall be deemed, from and after the Effective Time, for all corporate purposes, to represent only the right to receive, upon such surrender, the then-applicable portion of the Estimated Stockholder Distribution Amount for each Share formerly and the Additional Consideration attributable to the shares of Company Common Stock represented by such Certificate, in accordance with the terms of this Agreement. Such payment Notwithstanding the generality of the Per foregoing, the parties to this Agreement acknowledge that shares of Company Common Share Amount Stock to be issued in connection with the exercise of Company Stock Option in accordance with Section 6.12(a) shall not be represented by Certificates and shall be sent reflected as issued and outstanding in book-entry form only (the “Book-Entry Stock”), and the Stockholders of record with respect to such holder by the Paying Agent promptly after receipt by the Paying Agent of such Certificate, together with such Book-Entry Stock shall execute and deliver a Letter of Transmittal duly executed, and such other customary documents as may reasonably referenced above, but shall not be required by to deliver or produce Certificates with respect to the Paying Agent, and the Shares formerly represented by such Certificate so surrendered shall forthwith be canceled. The right of any stockholder to receive the Per Common Share Amount, shall be subject to and reduced by any applicable withholding obligation as set forth in Section 2.14. No interest will be paid or will accrue on any cash payable upon the surrender of a CertificateBook-Entry Stock.

Exchange Procedures for Company Common Stock. As soon as reasonably practicable At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock for payment in accordance with this Article 2, cash in U.S. dollars in an amount sufficient to pay the Merger Consideration (the “Exchange Fund”). No later than two Business Days after the Effective Time, Parent shall mail, or shall cause the Paying Agent to mail, mail to each holder of record of a certificate Certificate or certificates (collectively, the “Certificates”) which Book-Entry Shares as of immediately prior to the Effective Time represented Shares (other than Shares held by Parent, Merger Sub or any Subsidiary of Parent or Merger Sub immediately prior to the Effective Time, Treasury Shares and Dissenting Shares) (iA) a letter of transmittal (a “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate or Book-Entry Shares shall pass, only upon proper delivery of the Certificates Certificate or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify), customary form) and (iiB) instructions for use in effecting the surrender of the Certificates Certificate or Book-Entry Shares in exchange for payment of the Per Common Share AmountMerger Consideration, to which such holder is entitled pursuant to this Agreement. Upon surrender of a Certificate for cancellation to the Paying Agent of a Certificate for cancellation, together with such Letter letter of Transmittal transmittal, properly completed and duly executedexecuted (or, in the case of Book-Entry Shares, upon adherence to the applicable procedures set forth in such letter of transmittal for surrendering such shares), and upon surrender of such other customary documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor by check an amount the Merger Consideration, that such holder has the right to receive in cash, without interest, equal to the Per Common Share Amount for each Share formerly represented by such Certificate. Such payment respect of the Per Company Common Share Amount shall be sent to such holder by the Paying Agent promptly after receipt by the Paying Agent of such Certificate, together with such Letter of Transmittal duly executed, and such other customary documents as may reasonably be required by the Paying Agent, and the Shares Stock formerly represented by such Certificate or Book-Entry Shares, and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. The right of any stockholder to receive the Per Common Share Amount, shall be subject to and reduced by any applicable withholding obligation as set forth in Section 2.14. No interest will be paid or will accrue accrued on any cash the Merger Consideration payable upon the surrender of any Certificate or Book-Entry Share. In the event of a Certificatepermitted transfer of ownership of shares of Company Common Stock represented by a Certificate which is not registered in the transfer records of the Company or the Company’s transfer agent on behalf of the Company, the Merger Consideration may be paid to a transferee if the Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.3.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration.

Exchange Procedures for Company Common Stock. As soon as reasonably practicable (a) At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent, for the benefit of the holders of shares of Company Common Stock for payment in accordance with this Article 2, cash in U.S. dollars in an amount sufficient to pay the aggregate amount of Merger Consideration (the “Exchange Fund”). No later than three Business Days after the Effective Time, Parent shall mail, or shall cause the Paying Agent to mail, mail or otherwise transmit to each holder of record of a certificate Certificate or certificates (collectively, the “Certificates”) which Book-Entry Shares as of immediately prior to the Effective Time represented Shares (other than Shares held by Parent, Merger Sub or any Subsidiary of Parent or Merger Sub immediately prior to the Effective Time, Treasury Shares and Dissenting Shares) (iA) a letter of transmittal (a “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify)customary form) or in the case of Book-Entry Shares, a similar notification in accordance with industry standards and (iiB) instructions for use in effecting the surrender of the Certificates Certificate or Book-Entry Shares in exchange for payment of the Per Common Share AmountMerger Consideration, to which such holder is entitled pursuant to this Agreement. Upon surrender of a Certificate for cancellation to the Paying Agent of a Certificate for cancellation, together with such Letter letter of Transmittal transmittal (as required by Paying Agent), properly completed and duly executedexecuted (or, in the case of Book-Entry Shares, upon adherence to the applicable procedures set forth in such letter of transmittal or similar notification for surrendering such shares), and upon surrender of such other customary documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor by check an amount the Merger Consideration that such holder has the right to receive in cash, without interest, equal to the Per Common Share Amount for each Share formerly represented by such Certificate. Such payment respect of the Per Company Common Share Amount shall be sent to such holder by the Paying Agent promptly after receipt by the Paying Agent of such Certificate, together with such Letter of Transmittal duly executed, and such other customary documents as may reasonably be required by the Paying Agent, and the Shares Stock formerly represented by such Certificate or Book-Entry Shares, and the Certificate or Book-Entry Shares so surrendered shall forthwith thereupon be canceled. The right of any stockholder to receive the Per Common Share Amount, shall be subject to and reduced by any applicable withholding obligation as set forth in Section 2.14. No interest will be paid or will accrue accrued on any cash the Merger Consideration payable upon the surrender of any Certificate or Book-Entry Share. In the event of a Certificatepermitted transfer of ownership of shares of Company Common Stock represented by a Certificate that is not registered in the transfer records of the Company or the Company’s transfer agent on behalf of the Company, the Merger Consideration may be paid to a transferee if the Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or Book-Entry Share, as applicable, or establish to the reasonable satisfaction of the Paying Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 2.3.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration.