Common use of Merger Consideration Received in Connection with Exchange Clause in Contracts

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of Company Common Shares represented by a Certificate, the surrender of such Certificate for cancellation to the Paying Agent, or (ii) in the case of Company Common Shares held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration for each Company Common Share formerly represented by such Certificate or held in book-entry form, as applicable, and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(c), each Company Common Share, and any Certificate with respect thereto shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of Company Common Shares were entitled to receive in respect of such shares pursuant to Section 2.01. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any Company Common Shares held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Shares Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Paying Exchange Agent, or (ii) in the case of shares of Company Common Shares Stock held in book-entry form, the receipt of an “agent’s message” by the Paying Exchange Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (A) the Merger Consideration for each into which such shares of Company Common Share formerly represented by Stock have been converted pursuant to Section 2.01 and (B) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d). In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be issued to a transferee if the Certificate representing such Certificate or Company Common Stock (or, if such Company Common Stock is held in book-entry form, as applicableproper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c), each share of Company Common ShareStock, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of shares of Company Common Shares Stock were entitled to receive in respect of such shares pursuant to Section 2.012.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any shares of Company Common Shares Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Shares Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Paying Agent, or (ii) in the case of Company Common Shares held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together Exchange Agent with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and or (ii) in the case of Book-Entry Shares, the receipt of an “agent’s message” by the Exchange Agent, in each case together with such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration for each into which such shares of Company Common Share formerly Stock have been converted pursuant to Section 2.01(c), together with any dividends or other distributions to which such shares of Company Common Stock represented by such Certificate Certificates or held Book-Entry Shares become entitled in book-entry formaccordance with Section 2.02(d). In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, as applicable, and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to may be made issued to a Person other than transferee if the Person Certificate representing such Company Common Stock (or, in whose name the surrendered Certificate or share held in bookcase of Book-entry form Entry Shares, proper evidence of such transfer) is registeredpresented to the Exchange Agent, it shall be a condition of payment that (x) accompanied by all documents required to evidence and effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have or shares has paid any transfer and or other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have has established to the reasonable satisfaction of the Surviving Corporation Parent that such Tax has either Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(c), each share of Company Common ShareStock, and any Certificate or Book-Entry Shares with respect thereto (other than shares to be cancelled or converted into shares of the Surviving Company in accordance with Section 2.01(b), Company Restricted Shares and any Dissenting Shares), shall be deemed at any time from and after the Effective Time to represent only the right to receive receive, upon such surrender pursuant to the terms of this Agreement, the Merger Consideration which that the holders of shares of Company Common Shares were Stock are entitled to receive in respect of such shares pursuant to Section 2.012.01(c), together with any dividends or other distributions to which such Certificates or Book-Entry Shares become entitled in accordance with Section 2.02(d). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any Company Common Shares held in bookBook-entry form)Entry Shares.

Merger Consideration Received in Connection with Exchange. Upon (i) in After the case of Company Common Shares represented by a CertificateEffective Time, upon the surrender of such a Certificate for cancellation cancelation to the Paying Exchange Agent, or (ii) in the case of Company Common Shares held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such shares Certificate shall be entitled to receive in exchange therefor (A) the Merger Consideration for each Company into which the CTWS Common Share formerly Shares previously represented by such Certificate have been converted pursuant to Section 2.01(a) and (B) any cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or held other distributions which such holder has the right to receive pursuant to Section 2.02(d). In the event of a transfer of ownership of CTWS Common Stock that is not registered in book-entry formthe transfer records of CTWS, as applicable, the proper number of SJW Common Shares pursuant to Section 2.01 and cash in lieu of fractional shares which the shares so surrendered shall forthwith holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be canceled. If payment of the Merger Consideration is to be made issued to a Person other than transferee if the Person in whose name the surrendered Certificate or share held in book(or, for Book-entry form is registeredEntry Shares, it shall be a condition of payment that (x) such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder evidence of such Certificate or share held in book-entry form surrendered and shall have established transfer) representing such CTWS Common Stock is presented to the reasonable satisfaction of the Surviving Corporation Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer, including evidence that such Tax has either any applicable stock transfer Taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c), each Company Common Share, and any Certificate with respect thereto or Book-Entry Share shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders holder of Company Common such Certificates or Book-Entry Shares were entitled to receive pursuant to Section 2.01 (and cash in respect lieu of such fractional shares pursuant to Section 2.012.02(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d)). No interest shall be paid or shall accrue on the cash payable under this Section 2.02(c) or under Section 2.02(d), 2.02(e) or 2.02(f). (ii) As promptly as practicable following the Effective Time, the Exchange Agent shall deliver to each former holder of Book-Entry Shares (A) the Merger Consideration into which such CTWS Common Shares have been converted pursuant to Section 2.01(a) and (B) any cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.02(f). Notwithstanding anything to the contrary in this Agreement, no former record holder of a Book-Entry Share shall be required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent to receive the Merger Consideration in respect of such Book-Entry Shares. In lieu thereof, such former record holder shall, upon surrender receipt by the Exchange Agent of any Certificate an “agent’s message” in customary form (or such other evidence, if any, as the Exchange Agent may reasonably request), be entitled to receive, and SJW shall cause the Exchange Agent to deliver as promptly as reasonably practicable after the Effective Time (and in any Company event not later than the third Business Day thereafter), the Merger Consideration in respect of each Book-Entry Share of such former holder, and such Book-Entry Shares shall forthwith be cancelled. The SJW Common Shares held in book-entry form)deliverable to any holder under this Section 2.02(c)(ii) shall be deemed issued to such holder on the Closing Date.

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of Company Common Shares represented by a Certificate (or affidavits of loss in lieu of the Certificate, as provided in Section 2.02(i)), the surrender of such Certificate for cancellation to the Paying AgentAgent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of Company Common Shares held in bookas Book-entry formEntry Shares, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as reasonably may reasonably be required by the Paying Agent, the holder of such shares shall Certificate or Book-Entry Shares will be entitled to receive in exchange therefor the consideration payable in respect of the Company Common Shares previously represented thereby pursuant to Section 2.01. In the event of a transfer of ownership of a Certificate or Book-Entry Shares that has not been registered in the register of members of the Company, any Per Share Merger Consideration for each payable in respect of the Company Common Share formerly Shares previously represented by such thereby may be paid to the transferee or transferees if the Certificate or held Book-Entry Share representing such prior Company Common Shares is presented to the Paying Agent (or, in bookthe case of Book-entry formEntry Shares, as applicable, proper evidence of such transfer) accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable share transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c), each Certificate and Book-Entry Share, including any prior Company Common ShareShares represented thereby, and any Certificate with respect thereto shall be deemed will, at any time from and after the Effective Time to Time, represent only the right to receive upon such surrender the Merger Consideration which consideration that the holders holder of such Certificate or Book-Entry Share is entitled to receive from the Paying Agent or the Surviving Company in respect of the prior Company Common Shares were entitled to receive in respect of such shares represented thereby pursuant to this Section 2.012.02(c). No interest shall will be paid or shall accrue accrued on the cash payable upon surrender of any Certificate (the Certificates or any Company Common Shares held in bookBook-entry form)Entry Shares.

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Shares Stock represented by a Certificate, the surrender of such Certificate for cancellation cancelation to the Paying Agent, Agent or (ii) in the case of shares of Company Common Shares Stock held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such shares of Company Common Stock shall be entitled to receive in exchange therefor the Merger Consideration for each which the holder of such shares of Company Common Share formerly represented by Stock has the right to receive pursuant to Section 2.01. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of Company, the proper Merger Consideration pursuant to Section 2.01 may be issued to a transferee if the Certificate representing such Certificate or Company Common Stock (or, if such Company Common Stock is held in book-entry form, as applicableproper evidence of such transfer) is presented to the Agent, accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c2.03(c), each share of Company Common ShareStock, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of shares of Company Common Shares Stock were entitled to receive in respect of such shares pursuant to Section 2.01. No interest shall be paid or shall accrue on the any cash payable upon surrender of any Certificate (or any shares of Company Common Shares Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of Company Common Shares represented by a Certificate, the surrender of such Certificate for cancellation to the Paying Exchange Agent, in the case of shares of Company Common Stock represented by a Certificate, or (ii) in the case of Company Common Shares held in book-entry form, the receipt of an “agent’s message” by the Paying Exchange Agent, in the case of shares of Company Common Stock held in book-entry form, and in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (A) the Merger Consideration for each into which such shares of Company Common Share formerly represented by Stock shall have been converted pursuant to Section 2.01(c) and (B) any cash in lieu of fractional shares which the holder shall have the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder shall have the right to receive pursuant to Section 2.02(d). In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock pursuant to Section 2.01(c) and cash in lieu of fractional shares which the holder shall have the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which the holder shall have the right to receive pursuant to Section 2.02(d) may be issued to a transferee if the Certificate representing such Certificate or Company Common Stock (or, if such Company Common Stock is held in book-entry form, as applicableproper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established evidence satisfactory to the reasonable satisfaction of the Surviving Corporation Exchange Agent and Parent that such Tax has either any applicable stock transfer or similar Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(c), each share of Company Common ShareStock, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of shares of Company Common Shares Stock were entitled to receive in respect of such shares pursuant to this Section 2.012.01(c) (and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any shares of Company Common Shares Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in After the case of Company Common Shares represented by a CertificateEffective Time, upon the surrender of such a Certificate for cancellation cancelation to the Paying Agent, or (ii) in the case of Company Common Shares held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such shares Certificate shall be entitled to receive in exchange therefor therefor, the Merger Consideration for each Company into which the CTWS Common Share formerly Shares previously represented by such Certificate or held have been converted pursuant to Section 2.01(a). In the event of a transfer of ownership of CTWS Common Stock that is not registered in book-entry formthe transfer records of CTWS, as applicable, and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to may be made issued to a Person other than transferee if the Person in whose name the surrendered Certificate or share held in book(or, for Book-entry form is registeredEntry Shares, it shall be a condition of payment that (x) such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder evidence of such Certificate or share held in book-entry form surrendered and shall have established transfer) representing such CTWS Common Stock is presented to the reasonable satisfaction of the Surviving Corporation Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer, including evidence that such Tax has either any applicable stock transfer Taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c), each Company Common Share, and any Certificate with respect thereto or Book-Entry Share shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders holder of Company Common such Certificates or Book-Entry Shares were entitled to receive in respect of such shares pursuant to Section 2.01. No interest shall be paid or shall accrue on the cash payable under this Section 2.02(c) or under Section 2.02(d). (ii) As promptly as practicable following the Effective Time, the Paying Agent shall deliver to each former holder of Book-Entry Shares the Merger Consideration into which such CTWS Common Shares have been converted pursuant to Section 2.01(a). Notwithstanding anything to the contrary in this Agreement, no former record holder of a Book-Entry Share shall be required to deliver a Certificate or an executed Letter of Transmittal to the Paying Agent to receive the Merger Consideration in respect of such Book-Entry Shares. In lieu thereof, such former record holder shall, upon surrender receipt by the Paying Agent of any Certificate an “agent’s message” in customary form (or such other evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and SJW shall cause the Paying Agent to deliver as promptly as reasonably practicable after the Effective Time (and in any Company Common event not later than the third Business Day thereafter), the Merger Consideration in respect of each Book-Entry Share of such former holder, and such Book-Entry Shares held in book-entry form)shall forthwith be cancelled.

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of Company Common Shares represented by a Certificate, the surrender of such Certificate for cancellation to the Paying AgentAgent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of Company Common Shares held in bookas Book-entry formEntry Shares, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as reasonably may reasonably be required by the Paying Agent, the holder of such shares shall Certificate or Book-Entry Shares will be entitled to receive in exchange therefor the consideration payable in respect of the Common Shares previously represented thereby pursuant to Section 2.01. In the event of a transfer of ownership of a Certificate or Book-Entry Shares that has not been registered in the transfer records of the Company, any Per Share Merger Consideration for each Company payable in respect of the Common Share formerly Shares previously represented by such thereby may be paid to the transferee or transferees if the Certificate or held Book-Entry Share representing such prior Common Shares is presented to the Paying Agent (or, in bookthe case of Book-entry formEntry Shares, as applicable, proper evidence of such transfer) accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable share transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c), each Company Common Certificate and Book Entry Share, and including any Certificate with respect thereto shall be deemed prior Common Shares represented thereby, will, at any time from and after the Effective Time to Time, represent only the right to receive upon such surrender the Merger Consideration which consideration that the holders holder of Company Common Shares were such Certificate or Book Entry Share is entitled to receive from the Paying Agent or the Surviving Company in respect of such shares the prior Common Shares represented thereby pursuant to this Section 2.012.02(c). No interest shall will be paid or shall accrue accrued on the cash payable upon surrender of any Certificate (the Certificates or any Company Common Shares held in bookBook-entry form)Entry Shares.

Merger Consideration Received in Connection with Exchange. Upon (i) in After the case of Company Common Shares represented by a CertificateEffective Time, upon the surrender of such a Certificate for cancellation cancelation to the Paying Agent, or (ii) in the case of Company Common Shares held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case Exchange Agent together with the associated Letter of Transmittal, duly, completely duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by pursuant to the Paying Agentinstructions accompanying the Letter of Transmittal, the holder of such shares Certificate shall be entitled to receive in exchange therefor (A) the Merger Consideration for each into which the Company Common Share formerly Shares previously represented by such Certificate or held have been converted pursuant to Section 2.01(b) and (B) any cash in booklieu of fractional shares which such holder has the right to receive pursuant to Section 2.03(h). With respect to Book-entry formEntry Shares, as applicableafter the Effective Time, and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is (including any cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.03(h)) shall only be made to a Person other than the Person in whose name such Book-Entry Shares are registered in the surrendered stock transfer records of the Company as of the Effective Time. In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, the proper number of shares of Parent Common Stock pursuant to Section 2.01(b) and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.03(h) may be issued to a transferee if the Certificate or share held in book(or, for Book-entry form Entry Shares, proper evidence of such transfer) representing such Company Common Shares is registeredpresented to the Exchange Agent, it shall be a condition of payment that (x) accompanied by all documents required to evidence and effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c2.03(e), each Company Common Share, and any Certificate with respect thereto shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders holder of Company Common Shares such Certificates were entitled to receive pursuant to Section 2.01(b) (and cash in respect lieu of such fractional shares pursuant to Section 2.012.03(h)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (under this Section 2.03(e) or any Company Common Shares held in book-entry formunder Section 2.03(f) or Section 2.03(h).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Shares Stock (other than Excluded Shares) represented by a Certificate, the surrender of such Certificate for cancellation to the Paying AgentAgent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto and the Certificates so surrendered shall forthwith be cancelled, or (ii) in the case of shares of Company Common Shares Stock (other than Excluded Shares) held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration for each into which such shares of Company Common Share formerly represented by Stock have been converted pursuant to Section 2.01. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration may be paid to a transferee if the Certificate representing such Certificate or Company Common Stock (or, if such Company Common Stock is held in book-entry form, as applicableproper evidence of such transfer) is presented to the Paying Agent, accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicableapplicable (as reasonably determined by Parent). Until surrendered as contemplated by this Section 2.02(c), each share of Company Common ShareStock, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which that the holders of shares of Company Common Shares were Stock are entitled to receive in respect of such shares pursuant to Section 2.012.01(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any shares of Company Common Shares Stock held in book-entry form). Payment of the applicable Merger Consideration with respect to shares of Company Common Stock held in book-entry form shall be made only to the person in whose name such shares are registered.

Merger Consideration Received in Connection with Exchange. Upon (iA) Promptly following the Merger Effective Time, Holdings shall send, or shall cause the Exchange Agent to send, to each record holder of Parent Common Shares at the Effective Time (other than any record holder of Parent Common Shares who has previously made (and not revoked) a valid Exchangeable Election with respect to all of such holder’s Parent Common Shares) a letter of transmittal together with instructions thereto (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 Exchange Agent or, in the case of Parent Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal). (B) The holder of any Parent Common Shares shall be entitled to receive in exchange therefor the Merger Consideration into which such Parent Common Shares have been converted pursuant to Section 2.3(e) at the following time: (x) in the case of Company Exchangeable Election Shares, promptly following the Merger Effective Time and (y) in the case of Non-Election Shares; (i) with respect to Parent Common Shares represented by a Certificate, upon the surrender of such Certificate for cancellation to the Paying Exchange Agent, or (ii) in with respect to Parent Book Entry Shares, upon the case of Company Common Shares held in book-entry form, the Exchange Agent’s receipt of an “agent’s message” by the Paying Agent”, in each case together with the associated Letter a letter of Transmittaltransmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent; provided that, in either case, any Exchangeable Security Consideration shall be delivered directly by the Partnership to the holder of such shares shall be entitled to receive Parent Common Shares. In the event of a transfer of ownership of Parent Common Shares that is not registered in exchange therefor the transfer records of Parent, the Merger Consideration for each Company may be issued to a transferee if the Certificate representing such Parent Common Share formerly represented (or, with respect to Parent Book Entry Shares, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate or held in book-entry form, as applicable, and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c2.3(e)(iv), each Company Common Share, Certificate and any Certificate with respect thereto Parent Book Entry Share shall be deemed at any time from and after the Merger Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders such holder of Company Parent Common Shares were is entitled to receive in respect of such shares pursuant to Section 2.01. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any Company Common Shares held in book-entry form2.3(e)(iii).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Class A Common Shares Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Paying AgentAgent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of shares of Company Class A Common Shares Stock held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions or by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration for each into which such shares of Company Class A Common Share formerly represented by Stock have been converted pursuant to Section 3.1(c). In the event of a transfer of ownership of Company Class A Common Stock that is not registered in the transfer records of the Company, the Merger Consideration may be paid to a transferee if the Certificate representing such Certificate or Company Class A Common Stock (or, if such Company Class A Common Stock is held in book-entry form, as applicableproper evidence of such transfer) is presented to the Paying Agent, accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held been paid, in book-entry form surrendered and shall have established each case, to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablePaying Agent. Until Each share of Company Class A Common Stock and, until surrendered as contemplated by this Section 2.02(c3.2(c), each Company Common Share, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender (together with the transmittal materials, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions or by the Paying Agent) the Merger Consideration which Consideration, without any interest thereon and net of any withholding, that the holders of shares of Company Class A Common Shares were Stock are entitled to receive in respect of such shares pursuant to Section 2.013.1(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any shares of Company Class A Common Shares Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Shares Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Paying AgentAgent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of shares of Company Common Shares Stock held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration for each into which such shares of Company Common Share formerly represented by Stock have been converted pursuant to Section 3.01(c). In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration may be paid to a transferee if the Certificate representing such Certificate or Company Common Stock (or, if such Company Common Stock is held in book-entry form, as applicableproper evidence of such transfer) is presented to the Paying Agent, accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c3.02(c), each share of Company Common ShareStock, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which Consideration, without any interest thereon and net of any withholding, that the holders of shares of Company Common Shares were Stock are entitled to receive in respect of such shares pursuant to Section 2.013.01(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any shares of Company Common Shares Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in In the case of Company Common Class A Shares represented by a CertificateCertificates, upon the surrender of such the Certificate representing Class A Shares for cancellation to the Paying Agent, or (ii) in the case of Company Common Shares held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated a Letter of Transmittal, Transmittal duly, completely and validly executed in accordance with the instructions thereto, thereto and such other documents as may reasonably be required by the Paying Agent, and, in the case of Book-Entry Shares, without any action by the holders of any Book-Entry Shares, the Paying Agent shall deliver to such holder of Class A Shares the portion of the Merger Consideration into which such holder’s Class A Shares have been converted pursuant to Section 2.01(c) or Section 2.03(a), as applicable. In the event of a transfer of ownership of Class A Shares that is not registered in the transfer records of the Company, the Merger Consideration in respect of such shares shall may be entitled issued to receive in exchange therefor a transferee if and only if the Merger Consideration for each Company Common Share formerly represented by Certificate representing such Certificate or Class A Shares (or, if such Class A Shares are held in book-entry form, as applicableproper evidence of such transfer) is presented to the Paying Agent, accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable share transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(c), subject to Section 2.03, each Company Common Class A Share, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive receive, upon such surrender thereof, the Merger Consideration which that the holders of Company Common Class A Shares were are entitled to receive in respect of such shares pursuant to Section 2.012.01(c) or Section 2.03(a), as applicable (and the former holders of Class A Shares shall cease to have any rights as a shareholder with respect to the underlying shares, except as provided for herein or by any Applicable Law or Order). No interest shall be paid or shall accrue on the cash payable with respect to the Class A Shares pursuant to this ARTICLE II, whether upon surrender of any Certificate (or any Company Common Shares held in book-entry form)otherwise.

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Shares Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Paying AgentAgent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of shares of Company Common Shares Stock held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration for each into which such shares of Company Common Share formerly represented by Stock have been converted pursuant to Section 3.01(c). In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration may be paid to a transferee if the Certificate representing such Certificate or Company Common Stock (or, if such Company Common Stock is held in book-book- entry form, as applicableproper evidence of such transfer) is presented to the Paying Agent, accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c3.02(c), each share of Company Common ShareStock, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which Consideration, without any interest thereon and net of any withholding, that the holders of shares of Company Common Shares were Stock are entitled to receive in respect of such shares pursuant to Section 2.013.01(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any shares of Company Common Shares Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case delivery of Company Common Shares represented by a Certificate, the surrender of such Certificate for cancellation to the Paying Agent, or (ii) in the case of Company Common Shares held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely Transmittal duly completed and validly executed in accordance with the instructions thereto, including a duly completed investor questionnaire certifying to the reasonable satisfaction of Eros that such Person is an Accredited Investor and such other documents (including applicable Tax forms) as may reasonably be required by pursuant to such instructions, together with surrender of any applicable Certificate(s) (or affidavit(s) of loss in lieu thereof) for cancellation to the Paying Exchange Agent, the holder of such Certificate(s) and/or uncertificated book-entry shares covered by such Letter of Transmittal shall be entitled to receive in exchange therefor the Merger Consideration for each Company Common Share formerly represented by number of applicable CVRs that such Certificate or held holder has the right to receive in respect of such Certificates and/or uncertificated book-entry form, as applicableshares pursuant to Section 2.1(a)(i), and the Certificate(s) (or affidavit(s) of loss in lieu thereof) and/or uncertificated book-entry shares so surrendered shall be forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.02(c2.2(c), each Company Common Share, Certificate and any Certificate with respect thereto uncertificated book-entry share shall be deemed at any time deemed, from and after the Effective Time Time, to represent only the right to receive upon such surrender the Merger Consideration which as contemplated by this Section 2.2(c). The Exchange Agent shall accept such Letter of Transmittal and surrender of Certificates and uncertificated book-entry shares and make such deliveries upon compliance with such reasonable terms and conditions as the holders of Company Common Shares were entitled Exchange Agent may impose to receive effect an orderly exchange thereof in respect of such shares pursuant to Section 2.01accordance with normal exchange practices. No interest shall be paid or shall accrue on accrued for the cash payable upon surrender benefit of any Certificate (or any Company Common Shares held in holders of the Certificates and uncertificated book-entry form)shares on the Merger Consideration.

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Shares Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Paying Agent, or (ii) in the case of Company Common Shares held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case Agent together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and or (ii) in the case of shares of Company Common Stock held in book-entry form, the receipt of an "agent's message" by the Paying Agent, in each case together with such other documents as may reasonably be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration for each into which such shares of Company Common Share formerly represented by Stock have been converted pursuant to Section 2.1(c). In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration may be paid to a transferee if the Certificate representing such Certificate or Company Common Stock (or, if such Company Common Stock is held in book-entry form, as applicableproper evidence of such transfer) is presented to the Paying Agent, accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c2.2(c), each share of Company Common ShareStock, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which Consideration, without any interest thereon and net of any withholding, that the holders of shares of Company Common Shares were Stock are entitled to receive in respect of such shares pursuant to Section 2.012.1(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any shares of Company Common Shares Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Shares Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Paying AgentAgent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of shares of Company Common Shares Stock held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration for each into which such shares of Company Common Share formerly represented by Stock have been converted pursuant to Section 2.01. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration may be paid to a transferee if the Certificate representing such Certificate or Company Common Stock (or, if such Company Common Stock is held in book-entry form, as applicableproper evidence of such transfer) is presented to the Paying Agent, accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c), each share of Company Common ShareStock, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which that the holders of shares of Company Common Shares were Stock are entitled to receive in respect of such shares pursuant to Section 2.012.01(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any shares of Company Common Shares Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Shares Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Paying AgentAgent (or an affidavit of loss in lieu of such Certificate as provided in Section 2.02(i)) together with the Letter of Transmittal duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of shares of Company Common Shares Stock held in book-entry form, the receipt of an “agent’s message” by the Paying AgentAgent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request), in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration for each into which such shares of Company Common Share formerly represented by Stock have been converted pursuant to Section 2.01. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration may be paid to a transferee if the Certificate representing such Certificate or Company Common Stock (or, if such Company Common Stock is held in book-entry form, as applicableproper evidence of such transfer) is presented to the Paying Agent, accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c), each share of Company Common ShareStock, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which that the holders of shares of Company Common Shares were Stock are entitled to receive in respect of such shares pursuant to Section 2.01. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any shares of Company Common Shares Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of Company shares of Common Shares Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Paying AgentAgent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of Company shares of Common Shares Stock held in bookas Book-entry formEntry Shares, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration for each Company into which such shares of Common Share formerly represented by such Certificate or held Stock have been converted pursuant to Section 2.01. In the event of a transfer of ownership of Common Stock that is not registered in book-entry formthe transfer records of the Company, as applicable, and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to may be made paid to a Person other than transferee if the Person in whose name the surrendered Certificate or share held Book-Entry Share representing such Common Stock is presented to the Paying Agent (or, in bookthe case of Book-entry form is registeredEntry Shares, it shall be a condition proper evidence of payment that (xsuch transfer) accompanied by all documents required to evidence and effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c), each Company share of Common ShareStock, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which that the holders of Company shares of Common Shares were Stock are entitled to receive in respect of such shares pursuant to this Section 2.012.02(c). No interest shall will be paid or shall accrue accrued on the cash payable upon surrender of any Certificate the Certificates (or any shares of Common Stock held as Book-Entry Shares). In the case of Company Common Shares held Stock Awards, the holder of such Company Stock Awards shall receive in book-entry form)exchange therefor the applicable Closing Merger Consideration into which such Company Stock Awards have been converted pursuant to Section 6.04, to be paid through the payroll of the Company or its Affiliates on or as soon as practicable after the Closing Date and in no event later than five Business Days following the Closing Date.

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Shares Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Paying Exchange Agent, or (ii) in the case of shares of Company Common Shares Stock held in book-entry form, the receipt of an “"agent’s 's message” " by the Paying Exchange Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (x) the Merger Consideration for each into which such shares of Company Common Share formerly represented by Stock have been converted pursuant to Section 2.01 and (y) any cash in lieu of fractional shares that the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions that the holder has the right to receive pursuant to Section 2.02(d). In the event of a transfer of ownership of Company Common Stock that is notregistered in the transfer records of the Company, the Merger Consideration (and cash in lieu of fractional shares that the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions that the holder has the right to receive pursuant to Section 2.02(d)) may be issued to a transferee if the Certificate representing such Certificate or Company Common Stock (or, if such Company Common Stock is held in book-entry form, as applicableproper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c), each share of Company Common ShareStock, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which that the holders of shares of Company Common Shares were Stock are entitled to receive in respect of such shares pursuant to Section 2.012.01(iii) (and cash in lieu of fractional shares pursuant to Section 2.02(f) and in respect of any dividends or other distributions pursuant 4 to Section 2.02(d)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any shares of Company Common Shares Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Shares Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Paying AgentAgent together with the Letter of Transmittal, or duly, completely and validly executed in accordance with the instructions thereto, and (ii) in the case of shares of Company Common Shares Stock held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration for each into which such shares of Company Common Share formerly represented by Stock have been converted pursuant to Section 2.01. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration may be paid to a transferee if the Certificate representing such Certificate or Company Common Stock (or, if such Company Common Stock is held in book-entry form, as applicableproper evidence of such transfer) is presented to the Paying Agent, accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c2.02(d), each share of Company Common ShareStock, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which that the holders of shares of Company Common Shares were Stock are entitled to receive in respect of such shares pursuant to Section 2.012.01(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any shares of Company Common Shares Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) surrender to the Exchange Agent of its Certificate or Certificates, accompanied by a properly completed Letter of Transmittal, a holder of Xxxxxx’x Shares will be entitled to receive promptly after the Effective Time the Merger Consideration and any cash in lieu of fractional Xxxxx Shares to be issued or paid in consideration therefor in respect of the case of Company Common Xxxxxx’x Shares represented by a Certificateits Certificate or Certificates and the person surrendering such Certificate or Certificates shall pay any transfer or other similar Taxes required by reason of the surrender or establish to the satisfaction of Xxxxx that the Tax has been paid or is not applicable. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional Xxxxx Shares to be issued or paid in consideration therefor upon surrender of such Certificate for cancellation in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. In the Paying Agent, or (ii) event of a transfer of ownership of a Certificate representing Xxxxxx’x Shares that is not registered in the case stock transfer records of Company Common Shares held in book-entry formXxxxxx’x, the receipt fractional Xxxxx Shares and cash in lieu of an “agent’s message” by fractional Xxxxx Shares comprising the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such shares Merger Consideration shall be entitled to receive issued or paid in exchange therefor the Merger Consideration for each Company Common Share formerly represented by such Certificate or held in book-entry form, as applicable, and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) such Certificate or share held in book-entry form so surrendered is registered if the Certificate formerly representing such Xxxxxx’x Shares shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person person requesting such payment or issuance shall have paid pay any transfer and or other similar Taxes required by reason of the payment of the Merger Consideration or issuance to a Person person other than the registered holder of such the Certificate or share held in book-entry form surrendered and shall have established establish to the reasonable satisfaction of Xxxxx that the Surviving Corporation that such Tax has either been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(c), each Company Common Share, and any Certificate with respect thereto shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holders of Company Common Shares were entitled to receive in respect of such shares pursuant to Section 2.01. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any Company Common Shares held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of Company Common Shares represented by a Certificate (or affidavits of loss in lieu of the Certificate, as provided in Section ‎2.02(i)), the surrender of such Certificate for cancellation to the Paying AgentAgent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of Company Common Shares held in bookas Book-entry formEntry Shares, the receipt of an “agent’s message” by the Paying Agent, in each case case, together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as reasonably may reasonably be required by the Paying Agent, the holder of such shares shall Certificate or Book-Entry Shares will be entitled to receive in exchange therefor the consideration payable in respect of the Common Shares previously represented thereby pursuant to Section ‎2.01. In the event of a transfer of ownership of a Certificate or Book-Entry Shares that has not been registered in the transfer records of the Company, any Per Share Merger Consideration for each Company payable in respect of the Common Share formerly Shares previously represented by such thereby may be paid to the transferee or transferees if the Certificate or held Book-Entry Share representing such prior Common Shares is presented to the Paying Agent (or, in bookthe case of Book-entry formEntry Shares, as applicable, proper evidence of such transfer) accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable share transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c‎2.02(c), each Company Common Certificate and Book-Entry Share, and including any Certificate with respect thereto shall be deemed prior Common Shares represented thereby, will, at any time from and after the Effective Time to Time, represent only the right to receive upon such surrender the Merger Consideration which consideration that the holders holder of Company Common Shares were such Certificate or Book-Entry Share is entitled to receive from the Paying Agent or the Surviving Company in respect of such shares the prior Common Shares represented thereby pursuant to this Section 2.01‎2.02(c). No interest shall will be paid or shall accrue accrued on the cash payable upon surrender of any Certificate (the Certificates or any Company Common Shares held in bookBook-entry form)Entry Shares.

Merger Consideration Received in Connection with Exchange. Upon (i) receipt by the Exchange Agent of a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and, in the case of Company Common Shares represented by a Certificate, the surrender of such Certificate for cancellation to the Paying Exchange Agent, or (ii) in the case of Company Common Shares held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the former holder of the Company Shares, subject to such shares Letter of Transmittal and, if applicable, such Certificate, shall be entitled to receive in exchange therefor the Merger applicable Per Share Cash Consideration for each into which such Company Common Shares have been converted pursuant to Section 2.5(a) or to which entitled with respect to CARQUEST CANADA LTD. Shares purchased under Section 2.5(b), or to which entitled with respect to the Redeemed Shares or Option Shares, as the case may be. In the event of a transfer of ownership of Company Shares or CARQUEST CANADA LTD. Shares that is not registered in the transfer records of the Company or CARQUEST CANADA LTD., as the case may be, the applicable Per Share formerly represented by Cash Consideration may be issued to a transferee if the Certificate representing such Certificate Company Shares (or, if such Company Shares or CARQUEST CANADA LTD. Shares are held in book-entry form, as applicableproper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c2.10(c), each Company Common Share or CARQUEST CANADA LTD. Share, and any Certificate with respect thereto to a Company Share, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger applicable Per Share Consideration which that the holders of Company Common Shares were or CARQUEST CANADA LTD. Shares are entitled to receive in respect of such shares thereof pursuant to Section 2.012.5. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any Company Common Shares or CARQUEST CANADA LTD. Shares held in book-entry form)) or in respect of Redeemed Shares or Option Shares. If, after the Effective Time, any Certificates formerly representing Company Shares (or Company Shares or CARQUEST CANADA LTD. Shares held in book-entry form) are presented to Parent or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Shares Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Paying AgentAgent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of shares of Company Common Shares Stock held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration for each into which such shares of Company Common Share formerly represented by Stock have been converted pursuant to Section 2.01(c). In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration may be paid to a transferee if the Certificate representing such Certificate or Company Common Stock (or, if such Company Common Stock is held in book-entry form, as applicableproper evidence of such transfer) is presented to the Paying Agent, accompanied by all documents required to evidence and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or share held in book-entry form is registered, it shall be a condition of payment that (x) effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c), each share of Company Common ShareStock, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which Consideration, without interest thereon, that the holders of shares of Company Common Shares were Stock are entitled to receive in respect of such shares pursuant to Section 2.012.01(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or any shares of Company Common Shares Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of Company shares of Common Shares Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Paying AgentAgent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto or (ii) in the case of Company shares of Common Shares Stock held in bookas Book-entry formEntry Shares, the receipt of an “agent’s message” by the Paying Agent, in each case together with the associated Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration for each Company into which such shares of Common Share formerly represented by such Certificate or held Stock have been converted pursuant to Section 2.01. In the event of a transfer of ownership of shares of Common Stock that is not registered in book-entry formthe transfer records of the Company, as applicable, and the shares so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to may be made paid to a Person other than transferee if the Person in whose name the surrendered Certificate or share held Book-Entry Share representing such shares of Common Stock is presented to the Paying Agent (or, in bookthe case of Book-entry form is registeredEntry Shares, it shall be a condition proper evidence of payment that (xsuch transfer) accompanied by all documents required to evidence and effect such Certificate or share held in book-entry form so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer Taxes have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or share held in book-entry form surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax has either been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(c2.02(d), each Company share of Common ShareStock, and any Certificate with respect thereto thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which that the holders of Company shares of Common Shares were Stock are entitled to receive in respect of such shares pursuant to this Section 2.012.02(d). No interest shall will be paid or shall accrue accrued on the cash payable upon surrender of any Certificate the Certificates (or any Company shares of Common Shares Stock held in bookas Book-entry formEntry Shares).