Merger Consideration Exchange of Shares. (a) The Parties hereto hereby designate US Bank, N.A. to serve as exchange agent (the “Exchange Agent”) for the payment of the Merger Consideration (as defined below). The costs, fees and expenses of the Exchange Agent shall be split equally between Parent and the 3ompany Shareholders, with the arrangements regarding fees and other aspects of the Exchange Agent’s engagement documented in a written agreement by and among Parent, the Shareholders’ Representative and the Exchange Agent in substantially the form attached hereto as Exhibit A (the “Depositary Agreement”).
Merger Consideration Exchange of Shares. Each share of common stock, no par value per share, of KLI ("KLI Common Stock") outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into
Merger Consideration Exchange of Shares
