Common use of Issuance Procedures Clause in Contracts

Issuance Procedures. (i) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of IES Common Stock or Interstate Common Stock, as the case may be (collectively, the "Canceled Common Shares"), that were canceled and became instead the right to receive shares of WPL Common Stock pursuant to Section 2.1(b) and the Plan of Merger, (A) 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 actual delivery of the Certificates to the Exchange Agent), and (B) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing WPL Common Stock. (ii) Upon surrender of a Certificate to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by agreement of WPL, IES and Interstate), together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall require, the holder of such Certificate shall be entitled to receive a certificate representing that number of whole shares of WPL Common Stock which such holder has the right to receive pursuant to the provisions of this Article II and the Plan of Merger. In the event of a transfer of ownership of Canceled Common Shares which is not registered in the transfer records of IES or Interstate, as the case may be, a certificate representing the proper number of shares of WPL Common Stock may be issued to a transferee if the Certificate representing such Canceled 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. (iii) Until surrendered as contemplated by this Section 2.3, 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 WPL Common Stock and cash in lieu of any fractional shares of WPL Common Stock contemplated by this Section 2.3.

Issuance Procedures. (i) As soon as practicable after the Effective Time, the Exchange Agent 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 IES KCPL Common Stock or Interstate Common Stock, as the case may be (collectively, the "Canceled Common Shares"), ) that were canceled and became instead the right to receive shares of WPL Western Resources Common Stock pursuant to Section 2.1(b) and the Plan of Merger, 2.1(a): (Ai) 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 actual delivery of the Certificates to the Exchange Agent), ) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing WPL shares of Western Resources Common Stock. (ii) . Upon surrender of a Certificate to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by agreement of WPL, IES and InterstateWestern Resources), together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall require, the holder of such Certificate shall be entitled to receive a certificate or certificates representing that number of whole shares of WPL Western Resources Common Stock which such holder has the right to receive pursuant to the provisions of this Article II and the Plan of MergerII. In the event of a transfer of ownership of Canceled Common Shares which is not registered in the transfer records of IES or Interstate, as the case may beKCPL, a certificate representing the proper number of shares of WPL Western Resources Common Stock may be issued to a transferee if the Certificate representing such Canceled 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. (iii) . Until surrendered as contemplated by this Section 2.32.2, 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 WPL shares of Western Resources Common Stock and cash in lieu of any fractional shares of WPL Western Resources Common Stock as contemplated by this Section 2.32.2.

Issuance Procedures. (i) As soon as practicable after the Effective Time, AGH shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "CertificatesCERTIFICATE" or the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of IES CapStar Common Stock or Interstate and AGH Common Stock, as the case may be Stock (collectively, the "Canceled Common SharesCANCELED SHARES"), ) that were canceled and became instead the right to receive shares of WPL AGH Common Stock pursuant to Section 2.1(b2.1(a) and the Plan of Merger, 2.1(c): (Ai) 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 (Bii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing WPL CapStar Common Stock and the AGH Common Stock. (ii) Upon . 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 agreement of WPL, IES and InterstateAGH), 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 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 WPL AGH Common Stock which such holder has the right to receive pursuant to the provisions of this Article II Section 2.1(a) and the Plan 2.1(c), and (B) cash in lieu of Mergerfractional 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 Common Shares which is not registered in the transfer records of IES CapStar or InterstateAGH, as the case may be, a certificate representing the proper number of shares of WPL AGH Common Stock may be issued to a transferee if the Certificate representing such Canceled 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. (iii) . Until surrendered as contemplated by this Section 2.32.2, 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 WPL shares of AGH Common Stock and dividends and other distributions and cash in lieu of any fractional shares of WPL AGH Common Stock as contemplated by this Section 2.32.2.

Issuance Procedures. (i) As soon as practicable after the Effective Time, the Exchange Agent shall mail (x) to each holder of record of a certificate or certificates (the "CertificatesCERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of IES LILCO Common Stock or Interstate BUG Common Stock, as the case may be Stock (collectively, the "Canceled Common SharesEXCHANGED COMMON SHARES"), ) that were canceled and became instead the right to receive exchanged for shares of WPL Company Common Stock (the "COMPANY SHARES") pursuant to Section 2.1(b) and the Plan of MergerSECTION 2.1, (Ai) 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 actual delivery of the Certificates to the Exchange Agent), ) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing WPL Common Stock. (ii) Company Shares. Upon surrender of a Certificate to the Exchange Agent for cancellation exchange (or to such other agent or agents as may be appointed by agreement of WPL, IES BUG and InterstateLILCO), together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall require, the holder of such Certificate shall be entitled to receive a certificate representing that number of whole shares of WPL Common Stock Company Shares which such holder has the right to receive pursuant to the provisions of this Article II and the Plan of MergerARTICLE II. In the event of a transfer of ownership of Canceled Exchanged Common Shares which is not registered in the transfer records of IES LILCO or InterstateBUG, as the case may be, a certificate representing the proper number of shares of WPL 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. (iii) . Until surrendered as contemplated by this Section SECTION 2.3, 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 WPL Common Stock Company Shares and cash in lieu of any fractional shares of WPL Company Common Stock as contemplated by this Section SECTION 2.3.

Issuance Procedures. (i) As soon as practicable after A stock certificate representing the Effective Timenumber of shares of Common Stock covered by a Stock Grant shall be registered in the Participant’s name and may be held by the Participant; provided however, if a Stock Grant is subject to certain restrictions, the Exchange Agent shares of Common Stock covered by such Stock Grant shall mail to each holder of record be registered in the Participant’s name and held in custody by the Company. Unless the Committee determines otherwise, a Participant who has been awarded a Stock Grant shall have the rights and privileges of a certificate or certificates (shareholder of the "Certificates") which immediately prior Company as to the Effective Time represented outstanding shares of IES Common Stock or Interstate Common Stockcovered by a Stock Grant, as the case may be (collectively, the "Canceled Common Shares"), that were canceled and became instead including the right to receive shares of WPL Common Stock pursuant to Section 2.1(b) dividends and the Plan of Merger, (A) 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 actual delivery of the Certificates to the Exchange Agent), and (B) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing WPL Common Stock. (ii) Upon surrender of a Certificate to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by agreement of WPL, IES and Interstate), together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall require, the holder of such Certificate shall be entitled to receive a certificate representing that number of whole shares of WPL Common Stock which such holder has the right to receive pursuant vote such shares. None of the shares of Common Stock covered by the Stock Grant may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of prior to the provisions expiration or satisfaction of this Article II any applicable restrictions or performance requirements. All of the shares of Common Stock covered by a Stock Grant shall be forfeited and all rights of a Participant who has been awarded such Stock Grant to such shares shall terminate without further obligation on the Plan part of Merger. In the Company in the event that any applicable restrictions or performance requirements do not expire or are not satisfied. Upon forfeiture of a transfer shares of ownership Common Stock, such shares shall be transferred to the Company without further action by the Participant. Upon the expiration or satisfaction of Canceled Common Shares which is not registered any applicable restrictions, whether in the transfer records ordinary course or under circumstances set forth in Section 7.3, certificates evidencing shares of IES Common Stock subject to the related Stock Grant shall be delivered to the Participant, or Interstatethe Participant’s beneficiary or estate, as the case may be, a certificate representing the proper number free of shares of WPL Common Stock may be issued to a transferee if the Certificate representing all such Canceled 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 paidrestrictions. (iii) Until surrendered as contemplated by this Section 2.3, 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 WPL Common Stock and cash in lieu of any fractional shares of WPL Common Stock contemplated by this Section 2.3.

Issuance Procedures. (i) As soon as practicable after the Effective Time, AIMCO shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "CertificatesCERTIFICATE" or the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of IES Ambassador Common Stock or Interstate Common Stock, as the case may be (collectively, the "Canceled Common SharesCANCELED SHARES"), ) that were canceled and became instead the right to receive shares of WPL AIMCO Common Stock pursuant to Section 2.1(b) and the Plan of Merger, 2.1(a): (Ai) 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 (Bii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing WPL shares of AIMCO Common Stock. (ii) Upon . 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 agreement of WPL, IES and InterstateAIMCO), together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall require, the holder of such Certificate shall be entitled to receive receive, with respect to the shares of Ambassador Common Stock formerly represented thereby, (A) a certificate or certificates representing that number of whole shares of WPL AIMCO Common Stock which such holder has the right to receive pursuant to the provisions of this Article II Section 2.1(a), (B) the Cash Amount which such holder has the right to receive pursuant to Section 2.1(b) and the Plan (C) cash in lieu of Mergerfractional shares which such holder is entitled to receive pursuant to Section 2.2(d) hereof. In the event of a transfer of ownership of Canceled Common Shares which is not registered in the transfer records of IES or Interstate, as the case may beAmbassador, a certificate representing the proper number of shares of WPL AIMCO Common Stock may be issued to a transferee if the Certificate representing such Canceled 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. (iii) . Until surrendered as contemplated by this Section 2.32.2, 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 WPL shares of AIMCO Common Stock Stock, the Cash Amount in respect thereof, and dividends and other distributions and cash in lieu of any fractional shares of WPL AIMCO Common Stock as contemplated by this Section 2.32.2. 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. (i) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "CertificatesCERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of IES KCPL Common Stock, UCU Common Stock or Interstate Common Stock, as the case may be UCU Preferred Stock (collectively, the "Canceled Common SharesCANCELLED SHARES"), ) that were canceled cancelled and became instead the right to receive shares of WPL Company Common Stock or Company Preferred Stock (the "COMPANY SHARES") pursuant to Section 2.1(b) and the Plan of Merger, 2.1 (Ai) 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 actual delivery of the Certificates to the Exchange Agent), ) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing WPL Common Stock. (ii) Company Shares. Upon surrender of a Certificate to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by agreement of WPL, IES KCPL and InterstateUCU), together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall require, the holder of such Certificate shall be entitled to receive a certificate or certificates representing that number of whole shares of WPL Common Stock Company Shares which such holder has the right to receive pursuant to the provisions of this Article II and the Plan of MergerII. In the event of a transfer of ownership of Canceled Common Cancelled Shares which is not registered in the transfer records of IES KCPL or Interstate, as the case may beUCU, a certificate representing the proper number of shares of WPL Common Stock Company Shares may be issued to a transferee if the Certificate representing such Canceled Common 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. (iii) . Until surrendered as contemplated by this Section 2.3, 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 WPL Common Stock Company Shares and cash in lieu of any fractional shares of WPL Company Common Stock or Company Preferred Stock as contemplated by this Section 2.3.

Issuance Procedures. (i) As soon as practicable after the Effective Time, the Exchange Agent Teletrak shall mail deliver to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of IES AES Common Stock or Interstate Common Stock, as the case may be (collectively, the "Canceled Common Cancelled AES Shares"), ) that were canceled cancelled and became instead the right to receive shares of WPL Teletrak Common Stock pursuant to Section 2.1(b2.1(i) and the Plan of Merger, hereof (A"Teletrak Shares") (i) a letter of transmittal (which shall specify that delivery of the Certificates 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 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 (Bii) instructions for use in effecting the surrender of the Certificates representing Cancelled AES Shares in exchange for certificates representing WPL Common Stock. (ii) Teletrak Shares. Upon surrender of a Certificate to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by the agreement of WPL, IES Teletrak and InterstateAES), 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 receive a certificate representing in exchange therefor, and Teletrak shall issue certificates evidencing that number of whole shares of WPL Common Stock Teletrak Shares which such holder has the right to receive pursuant to in accordance with the provisions Ratio in respect of this Article II the Cancelled AES Shares formerly represented by such Certificate and the Plan of MergerCertificates so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Canceled Common Shares which is not registered in the transfer records of IES or Interstate, as the case may be, a certificate representing the proper number of shares of WPL Common Stock may be issued to a transferee if the Certificate representing such Canceled 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. (iii) Until surrendered as contemplated by this Section 2.32.2, each Certificate shall be deemed at any time on and after the Effective Time to represent only the right to receive upon such surrender the certificate representing WPL Common Stock and cash in lieu number of any fractional shares of WPL Common Stock contemplated Teletrak Shares into which the Cancelled AES Shares represented by this such Certificate shall have been converted pursuant to Section 2.32.1(i) hereof.

Issuance Procedures. (i) As soon as practicable after the Effective Time, AIMCO shall cause the Exchange Agent shall 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 IES Ambassador Common Stock or Interstate Common Stock, as the case may be (collectively, the "Canceled Common Shares"), ) that were canceled and became instead the right to receive shares of WPL AIMCO Common Stock pursuant to Section 2.1(b) and the Plan of Merger, 2.1(a): (Ai) 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 (Bii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing WPL shares of AIMCO Common Stock. (ii) Upon . 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 agreement of WPL, IES and InterstateAIMCO), together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall require, the holder of such Certificate shall be entitled to receive receive, with respect to the shares of Ambassador Common Stock formerly represented thereby, (A) a certificate or certificates representing that number of whole shares of WPL AIMCO Common Stock which such holder has the right to receive pursuant to the provisions of this Article II Section 2.1(a), (B) the Cash Amount which such holder has the right to receive pursuant to Section 2.1(b) and the Plan (C) cash in lieu of Mergerfractional shares which such holder is entitled to receive pursuant to Section 2.2(d) hereof. In the event of a transfer of ownership of Canceled Common Shares which is not registered in the transfer records of IES or Interstate, as the case may beAmbassador, a certificate representing the proper number of shares of WPL AIMCO Common Stock may be issued to a transferee if the Certificate representing such Canceled 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. (iii) . Until surrendered as contemplated by this Section 2.32.2, 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 WPL shares of AIMCO Common Stock Stock, the Cash Amount in respect thereof, and dividends and other distributions and cash in lieu of any fractional shares of WPL AIMCO Common Stock as contemplated by this Section 2.32.2. 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. (i) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of IES UPEN Common Stock or Interstate Common Stock, as the case may be (collectively, the "Canceled Converted --------- Common Shares"), that were canceled and became instead converted into the right to ------------- receive shares of WPL WPS Common Stock pursuant to Section 2.1(b) 2.1 ----------- and the Plan of Merger, (A) a form of letter of transmittal (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 (B) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing WPL WPS Common Stock. (ii) Upon surrender of a Certificate to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by agreement of WPL, IES WPS and InterstateUPEN), together with a duly executed letter of transmittal ox xxansmittal and such other documents as the Exchange Agent shall require, the holder of such Certificate shall be entitled to receive a certificate representing that number of whole shares of WPL WPS Common Stock which such holder has the right to receive pursuant to the provisions of this Article II and the Plan of Merger. In the event of a transfer of ownership of Canceled Converted Common Shares which is not registered in the transfer records of IES or Interstate, as the case may beUPEN, a certificate representing the proper number nxxxxr of shares of WPL WPS Common Stock may be issued to a transferee if the Certificate representing such Canceled Converted 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. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as WPS or the Exchange Agent may reasonably require, and (iii) any other documentation necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder a certificate representing the number of shares of WPS Common Stock into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. (iii) Until surrendered as contemplated by this Section 2.32.2, 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 WPL WPS Common Stock and cash in lieu of any fractional shares of WPL WPS Common Stock contemplated by this Section 2.3.2.2. -----------

Issuance Procedures. (a) On the Settlement Date, Parent shall issue, and cause to be deposited with the Rights Agent, a number of Parent A Shares equal to the Aggregate CVR Shares. On the Settlement Date or as promptly as practicable thereafter, subject to Section 3.4(c) below, the Rights Agent shall cause the applicable number of CVR Shares to be registered in the name of each of the Holders as reflected in the CVR Register as of the close of business on the last Business Day prior to such issuance date. (b) The number of Parent A Shares issued in respect of each CVR from the Available Class E Merger Consideration CVR Shares (the “CVR Shares”) shall be equal to (i) As soon as practicable after the Effective Time, quotient obtained by dividing $2,750 by the Exchange Agent shall mail to each holder lesser of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of IES Common Stock or Interstate Common Stock, as the case may be (collectively, the "Canceled Common Shares"), that were canceled and became instead the right to receive shares of WPL Common Stock pursuant to Section 2.1(b) and the Plan of Merger, (A) 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 actual delivery of the Certificates to the Exchange Agent), STX Purchase Price and (B) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing WPL Common Stock. Pre-Settlement VWAP minus (ii) Upon surrender the quotient obtained by dividing $1,000 by the STX Purchase Price; provided, that the number of a Certificate Parent A Shares allocated to the Exchange Agent CVRs shall be pro-rated in the event there are insufficient Available Class E Merger Consideration CVR Shares remaining for cancellation allocation to the CVRs. For all purposes above, fractional CVRs shall represent a proportionate number of CVR Shares; provided, however, that no fractional Parent A Shares (or to such other agent certificate or agents as may be appointed by agreement of WPL, IES and Interstate), together with a duly executed letter of transmittal and such other documents as scrip representing the Exchange Agent shall require, the holder of such Certificate same) shall be issued upon the settlement of any CVRs hereunder. Notwithstanding any other provision of this Agreement, each Holder of CVRs who would otherwise have been entitled to receive a fraction of a Parent A Share upon settlement of such Holder’s CVRs hereunder (after aggregating all CVRs of such Holder that are subject to this Agreement) shall receive, in lieu thereof, an amount of cash (rounded to the nearest whole cent), without interest, equal to such fractional amount multiplied by the lesser of the STX Purchase Price and the Pre-Settlement VWAP. Whenever a payment for fractional Parent A Shares or fractional shares is to be made by the Rights Agent under any section of this Agreement, Parent shall (i) promptly deliver to the Rights Agent a certificate representing that setting forth the amount of any such payment and calculation related thereto and (ii) cash in the amount of such payment to the Rights Agent by wire transfer of immediately available funds to make such payment to the applicable Holder by check mailed to such Holder as reflected in the CVR Register or by wire transfer of immediately available funds. The Rights Agent shall not be liable to any Holder or Parent for the amount of any cash payment made to such Holder on behalf of Parent in accordance with the amount set forth in such certificate. (c) Parent’s obligation to issue and cause to be deposited with the Rights Agent the applicable number of whole shares CVR Shares, and the Rights Agent’s obligation to cause the applicable number of WPL Common Stock which CVR Shares to be registered in the name of a Holder upon receipt of the applicable number of CVR Shares shall be conditioned on the execution and delivery by such holder has Holder of a lockup agreement with Parent, substantially in the right form attached hereto as Exhibit A (a “Lock-Up Agreement”); provided, however, that the Rights Agent’s obligation to receive cause the applicable number of CVR Shares to be registered in the name of a Holder upon receipt of the applicable number of CVR Shares to a Holder shall not be conditioned on the execution and delivery by such Holder of a Lock-Up Agreement if (i) such Holder or any of its Affiliates shall have entered into a lockup agreement with Parent in connection with the PIPE Investment (such lockup agreement, a “PIPE Lock-Up Agreement”) or (ii) the Settlement Date is the Settlement Outside Date and the Merger consideration CVR Shares have not been, as of such date, registered for resale pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; provided, further, that Rights Agent shall have no duty to act without the written instruction of Parent with respect to the foregoing. (d) Without limiting the other provisions of this Article II Agreement, if at any time during the period between the execution of this Agreement and the Plan Settlement Date (or if applicable, theFinal Settlement Time), any change in the number or type of Merger. In the event outstanding Parent A Shares shall occur as a result of a transfer reclassification, recapitalization, exchange, stock split (including a reverse stock split), combination or readjustment of ownership capital stock, shares or any stock dividend or stock distribution with a record date during such period (including any such reclassification, recapitalization, exchange, stock split, combination or readjustment of Canceled Common capital stock, shares or any stock dividend or stock distribution in connection with a consolidation, merger or combination in which Parent is the continuing or surviving corporation), the CVR Shares which is not registered in the transfer records of IES or Interstateand any other similarly dependent items, as the case may be, a certificate representing shall be appropriately equitably adjusted to provide the proper number of shares of WPL Common Stock may be issued to a transferee if the Certificate representing such Canceled Common Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and same economic effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. (iii) Until surrendered as contemplated by this Agreement prior to such event; provided that nothing in this Section 2.3, each Certificate 3.4(d) shall be deemed construed to permit any party to take any action that is otherwise prohibited or restricted by any other provision of this Agreement. (e) If, at any time after prior to the Effective Time to represent only Settlement Date (or, if applicable, the Final Settlement Time) Parent effects any Change of Control Transaction, then, upon any Settlement Date, each Holder shall have the right to receive receive, on the Settlement Date, for each CVR Share that would have been issuable upon the Settlement Date the same consideration (in the same amount and form) per Parent A Share payable to the holders thereof in such surrender Change of Control Transaction. For purposes hereof, the certificate representing WPL Common Stock and determination of Pre-Settlement VWAP shall be appropriately adjusted to refer to such consideration instead of Parent A Shares. If holders of Parent A Shares are given any right of election as to the securities, cash or property to be received in lieu such Change of Control Transaction, then each Holder shall be given the same right of election. To the extent necessary to effectuate the foregoing provisions, Parent shall ensure that any fractional shares successor to Parent or the surviving entity in such Change of WPL Common Stock contemplated Control Transaction shall agree to be bound by the terms of this Section 2.3Agreement. In the event that the Final Settlement Time occurs after the Settlement Date, references herein to Settlement Date shall mean as promptly as practicable following the Change of Control Transaction.