Common use of Exchange Procedures; Fractional Shares Clause in Contracts

Exchange Procedures; Fractional Shares. (i) As promptly as practicable after the Closing, but in no event later than three (3) Business Days following the Closing, Parent shall cause the Exchange Agent to mail and otherwise make available to each holder of record, as of the First Merger Effective Time, of Company Common Stock (such holders, the “Former Company Holders”, and such shares, the “Former Company Shares”): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such holder representing such Former Company Shares shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment of the Merger Consideration therefor. Such letter of transmittal shall be in such form and have such other provisions as Parent, the Exchange Agent and the Company may specify. Each Former Company Holder who surrenders to the Exchange Agent Certificate(s), together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, shall be entitled to receive in exchange therefor: (A) the number of whole Parent Shares, if any, into which such holder’s Company Shares represented by such holder’s properly surrendered Certificates were converted in accordance with this Article III, and such Certificates so surrendered shall be forthwith cancelled, and (B) a check in an amount of U.S. dollars equal to (I) the Per Share Cash Consideration that such holder has the right to receive pursuant to Section 3.1(a), (II) the amount of cash in lieu of fractional interests in Parent Shares to be paid pursuant to Section 3.3(d), if any, plus (III) any cash dividends or other distributions that such holder has the right to receive pursuant to Section 3.3(c); provided, that, prior to the Closing, the Company and its Subsidiaries shall reasonably cooperate with Parent in preparation for the matters contemplated by this Section 3.3(b). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Parent shall instruct the Exchange Agent to mail and otherwise make available to each Former Company Holder of Book-Entry Shares not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the First Merger, (B) a statement reflecting the number of Parent Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Parent Shares, if any, that such holder has the right to receive pursuant to Article III (after taking into account all Company Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to (I) the Per Share Cash Consideration that such holder has the right to receive pursuant to Section 3.1(a), plus (II) the amount of cash in lieu of fractional interests in Parent Shares to be paid pursuant to Section 3.3(d), if any, plus (III) any cash dividends or other distributions that such holder has the right to receive pursuant to Section 3.3(c). No interest shall be paid or accrued on any Merger Consideration or cash payable in respect of such dividends or other distributions that such holder has the right to receive. (iii) With respect to Book-Entry Shares held through DTC, Parent and the Company shall reasonably cooperate prior to the Closing and the Mergers to establish procedures with the Exchange Agent and DTC with the goal of ensuring that the Exchange Agent will transmit to DTC or its nominees as soon as reasonably practicable on or after the Closing Date, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Merger Consideration that holders of Book-Entry Shares have the right to receive pursuant to Section 3.1(a) and (B) any cash dividends or other distributions that DTC has the right to receive pursuant to Section 3.3(c).

Exchange Procedures; Fractional Shares. (i) As promptly soon as reasonably practicable after the ClosingEffective Time, but in no event later than three (3) Business Days following the ClosingEffective Time, Parent shall, and shall cause the Surviving Company to, cause the Exchange Agent to mail and or otherwise make available to each holder of record, as of the First Merger Effective Time, of shares of Company Common Stock and Company Equity Awards (other than Continuing RSUs) (such holders, the “Former Company Holders”, and such shares, the “Former Company Shares”): (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such holder representing such Former Company Shares Shares, shall pass, only upon proper delivery of the Certificates Company Certificate(s) or Company Book-Entry Share(s) to the Exchange Agent) and (iiB) instructions for use in effecting the surrender of the Certificates Company Certificate(s) or Company Book-Entry Share(s) in exchange for payment of the Per Share Merger Consideration therefor. Such letter of transmittal shall be in such form and have such other provisions as Parent, the Exchange Agent Parent and the Company may specify. mutually agree prior to the Closing. (ii) Each Former Company Holder who surrenders to the Exchange Agent Company Certificate(s) or Company Book-Entry Share(s), as applicable, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, shall be entitled to receive in exchange therefor: (A) the number of whole shares of Parent SharesCommon Stock, if any, into which such holder’s shares of Company Shares Common Stock represented by such holder’s properly surrendered Company Certificates or Company Book-Entry Shares, as applicable, were converted in accordance with this Article IIISection 3.2(a)(i), and such Company Certificates or Company Book-Entry Shares so surrendered shall be forthwith cancelled, and (B) a check in an amount of U.S. dollars equal to (I) the Per Share Cash Consideration that such holder has the right to receive pursuant to Section 3.1(a), (II) the amount of cash in lieu of fractional interests in shares of Parent Shares Common Stock to be paid pursuant to Section 3.3(d3.4(d), if any, plus (IIIII) any cash dividends or other distributions that such holder has the right to receive pursuant to Section 3.3(c3.4(c); provided, that, prior to the Closing, the Company and its Subsidiaries shall reasonably cooperate with Parent in preparation for the matters contemplated by this Section 3.3(b). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Parent shall instruct the Exchange Agent to mail and otherwise make available to each . Each Former Company Holder who holds a Company Equity Award (other than a Continuing RSU) and submits a letter of Book-Entry Shares not held through The Depositary Trust Company (transmittal, duly completed and validly executed in accordance with the “DTC”)instructions thereto, and such other documents as may be required pursuant to such instructions, shall be entitled to receive in exchange therefor: (A) a notice advising such holders of the effectiveness of the First Merger, (B) a statement reflecting the number of Parent Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number shares of Parent SharesCommon Stock, if any, that such holder has the right is entitled to receive pursuant to Article III (after taking into account all Company Shares then held by such holder) Section 3.5, and (CB) a check in an amount of U.S. dollars equal to (I) the Per Share Cash Consideration that such holder has the right to receive pursuant to Section 3.1(a), plus (II) the amount of cash in lieu of fractional interests in shares of Parent Shares Common Stock to be paid pursuant to Section 3.3(d3.4(d), if any, plus (IIIII) any cash dividends or other distributions that such holder has the right to receive pursuant to Section 3.3(c). No interest shall be paid or accrued on any Merger Consideration or cash payable in respect of such dividends or other distributions that such holder has the right to receive. (iii) With respect to Book-Entry Shares held through DTC, Parent and the Company shall reasonably cooperate prior to the Closing and the Mergers to establish procedures with the Exchange Agent and DTC with the goal of ensuring that the Exchange Agent will transmit to DTC or its nominees as soon as reasonably practicable on or after the Closing Date, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Merger Consideration that holders of Book-Entry Shares have the right to receive pursuant to Section 3.1(a) and (B) any cash dividends or other distributions that DTC has the right to receive pursuant to Section 3.3(c3.4(c).

Exchange Procedures; Fractional Shares. (i) As promptly soon as reasonably practicable after the ClosingEffective Time, but in no event later than three (3) Business Days following the ClosingEffective Time, Parent shall cause the Exchange Agent to mail and or otherwise make available to each holder of record, as of the First Merger Effective Time, of Company Common Stock Units (such holders, the “Former Company Holders”, ,” and such sharesunits, the “Former Company SharesCommon Units”): (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such holder representing such Former Company Shares Common Units, shall pass, only upon proper delivery of the Certificates or Book-Entry Units to the Exchange Agent) and (iiB) instructions for use in effecting the surrender of the Certificates or Book-Entry Units for payment of the applicable portion of the Aggregate Merger Consideration therefor. Such letter of transmittal shall be in such form and have such other provisions as Parent, the Exchange Agent Parent and the Company may specify. mutually agree prior to the Closing. (ii) Each Former Company Holder who surrenders to the Exchange Agent Company Certificate(s) or Company Book-Entry Unit(s), as applicable, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required to effect registration of such Former Company Holder as a holder of Parent Ordinary Shares pursuant to such instructions, shall be entitled to receive in exchange therefor: (A) the number of whole Parent Ordinary Shares, if anyany (delivered, unless a Former Company Holder specifies otherwise (or the Exchange Agent has not been provided with information necessary to effect such delivery), or such Former Company Holder is a Consenting Member, through the facilities of DTC to such Former Company Holder (or such holder’s nominee)), into which such holder’s shares of Company Shares Common Units represented by such holder’s properly surrendered Company Certificates or Company Book-Entry Units, as applicable, were converted in accordance with this Article III, and such Company Certificates or Company Book-Entry Units so surrendered shall be forthwith cancelled, and (B) a check in an amount of U.S. dollars equal to (I) the Per Share Cash Consideration that such holder has the right to receive pursuant to Section 3.1(a), (II) the amount of cash in lieu of fractional interests in Parent Ordinary Shares to be paid pursuant to Section 3.3(d), if any, into which such holder’s Company Common Units represented by such holder’s properly surrendered Company Certificates or Company Book-Entry Units, as applicable, were converted in accordance with this Article III, plus (IIIII) any cash dividends or other distributions that such holder has the right to receive pursuant to Section 3.3(c); provided, that, prior to the Closing, the Company and its Subsidiaries shall reasonably cooperate with Parent in preparation for the matters contemplated by this Section 3.3(b). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Parent shall instruct the Exchange Agent to mail and otherwise make available to each Former Company Holder of Book-Entry Shares not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the First Merger, (B) a statement reflecting the number of Parent Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Parent Shares, if any, that such holder has the right to receive pursuant to Article III (after taking into account all Company Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to (I) the Per Share Cash Consideration that such holder has the right to receive pursuant to Section 3.1(a), plus (II) the amount of cash in lieu of fractional interests in Parent Shares to be paid pursuant to Section 3.3(d), if any, plus (III) any cash dividends or other distributions that such holder has the right to receive pursuant to Section 3.3(c). No interest shall be paid or accrued on any Merger Consideration or cash payable in respect of such dividends or other distributions that such holder has the right to receive. (iii) With respect to Book-Entry Shares held through DTC, Parent and the Company shall reasonably cooperate prior to the Closing and the Mergers to establish procedures with the Exchange Agent and DTC with the goal of ensuring that the Exchange Agent will transmit to DTC or its nominees as soon as reasonably practicable on or after the Closing Date, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Merger Consideration that holders of Book-Entry Shares have the right to receive pursuant to Section 3.1(a) and (B) any cash dividends or other distributions that DTC has the right to receive pursuant to Section 3.3(c).