Common use of Issuance Procedures Clause in Contracts

Issuance Procedures. As soon as practicable after the Effective Time, AGH shall cause the Exchange Agent to mail to each holder of record a certificate or certificates (the "CERTIFICATE" or the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of CapStar Common Stock and AGH Common Stock (the "CANCELED SHARES") that were canceled and became instead the right to receive shares of AGH Common Stock pursuant to Section 2.1(a) and 2.1(c): (i) a letter of transmittal in customary and reasonable form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the CapStar Common Stock and the AGH Common Stock. Without limitation to the rights under Section 2.2(c), upon surrender of Certificate to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by AGH), together with a duly executed letter of transmittal and such other customary documents as the Exchange Agent shall require, the holder of such Certificate shall be entitled to receive, with respect to the shares of CapStar Common Stock and AGH Common Stock formerly represented thereby (A) a certificate or certificates representing that number of whole shares of AGH Common Stock which such holder has the right to receive pursuant to the provisions of Section 2.1(a) and 2.1(c), and (B) cash in lieu of fractional shares which such holder is entitled to receive pursuant to Section 2.2(b) hereof. In the event of a transfer of ownership of Canceled Shares which is not registered in the transfer records of CapStar or AGH, as the case may be, a certificate representing the proper number of shares of AGH Common Stock may be issued to a transferee if the Certificate representing such Canceled Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent shares of AGH Common Stock and dividends and other distributions and cash in lieu of any fractional shares of AGH Common Stock as contemplated by this Section 2.2.

Issuance Procedures. As soon as practicable after the Effective Time, AGH shall cause the Exchange Agent to shall mail (x) to each holder of record of a certificate or certificates (the "CERTIFICATE" or the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of CapStar LILCO Common Stock and AGH or BUG Common Stock (the "CANCELED EXCHANGED COMMON SHARES") that were canceled and became instead the right to receive exchanged for shares of AGH Company Common Stock (the "COMPANY SHARES") pursuant to Section 2.1(a) and 2.1(c): SECTION 2.1, (i) a letter of transmittal in customary and reasonable form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the CapStar Common Stock and the AGH Common StockCertificates in exchange for certificates representing Company Shares. Without limitation to the rights under Section 2.2(c), upon Upon surrender of a Certificate to the Exchange Agent for cancellation exchange (or to such other agent or agents as may be appointed by AGHagreement of BUG and LILCO), together with a duly executed letter of transmittal and such other customary documents as the Exchange Agent shall require, the holder of such Certificate shall be entitled to receive, with respect to the shares of CapStar Common Stock and AGH Common Stock formerly represented thereby (A) receive a certificate or certificates representing that number of whole shares of AGH Common Stock Company Shares which such holder has the right to receive pursuant to the provisions of Section 2.1(a) and 2.1(c), and (B) cash in lieu of fractional shares which such holder is entitled to receive pursuant to Section 2.2(b) hereofthis ARTICLE II. In the event of a transfer of ownership of Canceled Exchanged Common Shares which is not registered in the transfer records of CapStar LILCO or AGHBUG, as the case may be, a certificate representing the proper number of shares of AGH Common Stock Company Shares may be issued to a transferee if the Certificate representing such Canceled Exchanged Common Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2SECTION 2.3, each Certificate shall be deemed at any time after the Effective Time to represent shares of AGH Common Stock and dividends and other distributions only the right to receive upon such surrender the certificate representing Company Shares and cash in lieu of any fractional shares of AGH Company Common Stock as contemplated by this Section 2.2SECTION 2.3.

Issuance Procedures. As soon as practicable after the Effective Time, AGH shall cause the Exchange Agent to shall mail to each holder of record of a certificate or certificates (the "CERTIFICATECertificate" or the "CERTIFICATESCertificates") which immediately prior to the Effective Time represented outstanding shares of CapStar Common Stock and AGH KCPL Common Stock (the "CANCELED SHARESCanceled Shares") that were canceled and became instead the right to receive shares of AGH Western Resources Common Stock pursuant to Section 2.1(a) and 2.1(c): (i) a letter of transmittal in customary and reasonable form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the CapStar Common Stock and the AGH Certificates in exchange for certificates representing shares of Western Resources Common Stock. Without limitation to the rights under Section 2.2(c), upon Upon surrender of a Certificate to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by AGHWestern Resources), together with a duly executed letter of transmittal and such other customary documents as the Exchange Agent shall require, the holder of such Certificate shall be entitled to receive, with respect to the shares of CapStar Common Stock and AGH Common Stock formerly represented thereby (A) receive a certificate or certificates representing that number of whole shares of AGH Western Resources Common Stock which such holder has the right to receive pursuant to the provisions of Section 2.1(a) and 2.1(c), and (B) cash in lieu of fractional shares which such holder is entitled to receive pursuant to Section 2.2(b) hereofthis Article II. In the event of a transfer of ownership of Canceled Shares which is not registered in the transfer records of CapStar or AGH, as the case may beKCPL, a certificate representing the proper number of shares of AGH Western Resources Common Stock may be issued to a transferee if the Certificate representing such Canceled Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of AGH Western Resources Common Stock and dividends and other distributions and cash in lieu of any fractional shares of AGH Western Resources Common Stock as contemplated by this Section 2.2.

Issuance Procedures. As soon as practicable after the Effective Time, AGH AIMCO shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates (the "CERTIFICATE" or the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of CapStar Common Stock and AGH Ambassador Common Stock (the "CANCELED SHARES") that were canceled and became instead the right to receive shares of AGH AIMCO Common Stock pursuant to Section 2.1(a) and 2.1(c): (i) a letter of transmittal in customary and reasonable form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the CapStar Common Stock and the AGH Certificates in exchange for certificates representing shares of AIMCO Common Stock. Without limitation to the rights under Section 2.2(c), upon surrender of a Certificate to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by AGHAIMCO), together with a duly executed letter of transmittal and such other customary documents as the Exchange Agent shall require, the holder of such Certificate shall be entitled to receive, with respect to the shares of CapStar Common Stock and AGH Ambassador Common Stock formerly represented thereby thereby, (A) a certificate or certificates representing that number of whole shares of AGH AIMCO Common Stock which such holder has the right to receive pursuant to the provisions of Section 2.1(a), (B) the Cash Amount which such holder has the right to receive pursuant to Section 2.1(b) and 2.1(c), and (BC) cash in lieu of fractional shares which such holder is entitled to receive pursuant to Section 2.2(b2.2(d) hereof. In the event of a transfer of ownership of Canceled Shares which is not registered in the transfer records of CapStar or AGH, as the case may beAmbassador, a certificate representing the proper number of shares of AGH AIMCO Common Stock may be issued to a transferee if the Certificate representing such Canceled Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of AGH AIMCO Common Stock Stock, the Cash Amount in respect thereof, and dividends and other distributions and cash in lieu of any fractional shares of AGH AIMCO Common Stock as contemplated by this Section 2.2. If the OP Reorganization is consummated concurrently with the Merger, then concurrently with the issuance contemplated by this Section 2.2(b), the Surviving Corporation shall cause to be issued to the holders of OP Units, the limited partnership interests in the AIMCO Operating Partnership issuable upon consummation of the OP Reorganization.

Issuance Procedures. As soon as practicable after the Effective Time, AGH Teletrak shall cause the Exchange Agent to mail deliver to each holder of record of a certificate or certificates (the "CERTIFICATE" or the "CERTIFICATESCertificates") which immediately prior to the Effective Time represented outstanding shares of CapStar Common Stock and AGH AES Common Stock (the "CANCELED SHARESCancelled AES Shares") that were canceled cancelled and became instead the right to receive shares of AGH Teletrak Common Stock pursuant to Section 2.1(a2.1(i) and 2.1(c): hereof ("Teletrak Shares") (i) a letter of transmittal in customary and reasonable form (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the certificates Certificates shall pass, only upon actual delivery of the Certificates to the exchange agent appointed by the agreement of AES and Teletrak (the "Exchange Agent") and shall be in a form and have such other provisions as Teletrak and AES may reasonably specify) and (ii) instructions for use in effecting the surrender of the CapStar Common Stock and the AGH Common StockCertificates representing Cancelled AES Shares in exchange for certificates representing Teletrak Shares. Without limitation to the rights under Section 2.2(c), upon Upon surrender of a Certificate to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by AGHthe agreement of Teletrak and AES), together with a duly executed letter of transmittal and such other customary documents as may be required by the Exchange Agent shall requireaforesaid instructions, the holder of such Certificate shall be entitled to receivereceive in exchange therefor, with respect to the shares of CapStar Common Stock and AGH Common Stock formerly represented thereby (A) a certificate or Teletrak shall issue certificates representing evidencing that number of whole shares of AGH Common Stock Teletrak Shares which such holder has the right to receive pursuant to in accordance with the provisions Ratio in respect of Section 2.1(a) the Cancelled AES Shares formerly represented by such Certificate and 2.1(c), and (B) cash in lieu of fractional shares which such holder is entitled to receive pursuant to Section 2.2(b) hereof. In the event of a transfer of ownership of Canceled Shares which is not registered in the transfer records of CapStar or AGH, as the case may be, a certificate representing the proper number of shares of AGH Common Stock may Certificates so surrendered shall forthwith be issued to a transferee if the Certificate representing such Canceled Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paidcancelled. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time on and after the Effective Time to represent shares only the right to receive upon such surrender the number of AGH Common Stock and dividends and other distributions and cash in lieu of any fractional shares of AGH Common Stock as contemplated Teletrak Shares into which the Cancelled AES Shares represented by this such Certificate shall have been converted pursuant to Section 2.22.1(i) hereof.

Issuance Procedures. As soon as practicable after the Effective Time, AGH AIMCO shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates (the "CERTIFICATECertificate" or the "CERTIFICATESCertificates") which immediately prior to the Effective Time represented outstanding shares of CapStar Common Stock and AGH Ambassador Common Stock (the "CANCELED SHARESCanceled Shares") that were canceled and became instead the right to receive shares of AGH AIMCO Common Stock pursuant to Section 2.1(a) and 2.1(c): (i) a letter of transmittal in customary and reasonable form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the CapStar Common Stock and the AGH Certificates in exchange for certificates representing shares of AIMCO Common Stock. Without limitation to the rights under Section 2.2(c), upon surrender of a Certificate to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by AGHAIMCO), together with a duly executed letter of transmittal and such other customary documents as the Exchange Agent shall require, the holder of such Certificate shall be entitled to receive, with respect to the shares of CapStar Common Stock and AGH Ambassador Common Stock formerly represented thereby thereby, (A) a certificate or certificates representing that number of whole shares of AGH AIMCO Common Stock which such holder has the right to receive pursuant to the provisions of Section 2.1(a), (B) the Cash Amount which such holder has the right to receive pursuant to Section 2.1(b) and 2.1(c), and (BC) cash in lieu of fractional shares which such holder is entitled to receive pursuant to Section 2.2(b2.2(d) hereof. In the event of a transfer of ownership of Canceled Shares which is not registered in the transfer records of CapStar or AGH, as the case may beAmbassador, a certificate representing the proper number of shares of AGH AIMCO Common Stock may be issued to a transferee if the Certificate representing such Canceled Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of AGH AIMCO Common Stock Stock, the Cash Amount in respect thereof, and dividends and other distributions and cash in lieu of any fractional shares of AGH AIMCO Common Stock as contemplated by this Section 2.2. If the OP Reorganization is consummated concurrently with the Merger, then concurrently with the issuance contemplated by this Section 2.2(b), the Surviving Corporation shall cause to be issued to the holders of OP Units, the limited partnership interests in the AIMCO Operating Partnership issuable upon consummation of the OP Reorganization.

Issuance Procedures. As soon as practicable after the Effective Time, AGH shall cause the Exchange Agent to shall mail to each holder of record of a certificate or certificates (the "CERTIFICATE" or the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of CapStar KCPL Common Stock, UCU Common Stock and AGH Common or UCU Preferred Stock (the "CANCELED CANCELLED SHARES") that were canceled cancelled and became instead the right to receive shares of AGH Company Common Stock or Company Preferred Stock (the "COMPANY SHARES") pursuant to Section 2.1(a) and 2.1(c): 2.1 (i) a letter of transmittal in customary and reasonable form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the CapStar Common Stock and the AGH Common StockCertificates in exchange for certificates representing Company Shares. Without limitation to the rights under Section 2.2(c), upon Upon surrender of a Certificate to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by AGHagreement of KCPL and UCU), together with a duly executed letter of transmittal and such other customary documents as the Exchange Agent shall require, the holder of such Certificate shall be entitled to receive, with respect to the shares of CapStar Common Stock and AGH Common Stock formerly represented thereby (A) receive a certificate or certificates representing that number of whole shares of AGH Common Stock Company Shares which such holder has the right to receive pursuant to the provisions of Section 2.1(a) and 2.1(c), and (B) cash in lieu of fractional shares which such holder is entitled to receive pursuant to Section 2.2(b) hereofthis Article II. In the event of a transfer of ownership of Canceled Cancelled Shares which is not registered in the transfer records of CapStar KCPL or AGH, as the case may beUCU, a certificate representing the proper number of shares of AGH Common Stock Company Shares may be issued to a transferee if the Certificate representing such Canceled Cancelled Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.22.3, each Certificate shall be deemed at any time after the Effective Time to represent shares of AGH Common Stock and dividends and other distributions only the right to receive upon such surrender the certificate representing Company Shares and cash in lieu of any fractional shares of AGH Company Common Stock or Company Preferred Stock as contemplated by this Section 2.22.3.