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 shares of Company Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, 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 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 Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) that number of whole Parent Common Shares that such holder is entitled to receive pursuant to Section 2.01(c) and/or (ii) an amount of immediately available funds equal to (x) the cash amount that such holder is entitled to receive pursuant to Section 2.01(c) plus (y) any cash in lieu of fractional shares which the holder has the right to receive pursuant to 2.02(f) plus (z) 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 Parent Common Shares pursuant to Section 2.01(c), together with a check in the amount equal to any cash payable pursuant to Section 2.01(c) and any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) may be issued and/or paid to a transferee if the Certificate representing such Company Common Stock (or, if such Company Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each share of Company Common Stock, 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 shares of Company Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and 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 shares of Company Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, 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 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 Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (iA) that number the Merger Consideration into which such shares of whole Parent Company Common Shares that such holder is entitled to receive Stock have been converted pursuant to Section 2.01(c) and/or 2.01 and (ii) an amount of immediately available funds equal to (x) the cash amount that such holder is entitled to receive pursuant to Section 2.01(c) plus (yB) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) plus (z) 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 Parent Common Shares pursuant to Section 2.01(c), together with a check in the amount equal to any cash payable pursuant to Section 2.01(c) Merger Consideration and 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) may be issued and/or paid to a transferee if the Certificate representing such Company Common Stock (or, if such Company Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid, as well as any other requirements reasonably imposed by the Exchange Agent. Until surrendered as contemplated by this Section 2.02(c), each share of Company Common Stock, 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 Stock were entitled to receive in respect of such shares pursuant to Section 2.01 (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 shares of Company Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, Paying Agent 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 Exchange 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 Exchange Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) that number the Merger Consideration into which such shares of whole Parent Company Common Shares that such holder is entitled to receive Stock have been converted pursuant to Section 2.01(c) and/or (ii) an amount of immediately available funds equal to (x) the cash amount that such holder is entitled to receive pursuant to Section 2.01(c) plus (y) any cash in lieu of fractional shares which the holder has the right to receive pursuant to 2.02(f) plus (z) any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d)2.01. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of Parent Common Shares pursuant to Section 2.01(c), together with a check in the amount equal to any cash payable pursuant to Section 2.01(c) and any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d) Merger Consideration may be issued and/or paid to a transferee if the Certificate representing such Company Common Stock (or, if such Company Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each share of Company Common Stock, 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 Stock were are entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and any dividends or other distributions pursuant to Section 2.02(d)2.01(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or shares of Company Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common GeoEye Capital Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, or (ii) in the case of shares of Company Common GeoEye Capital Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the associated Letter 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 Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (iA) that number the DigitalGlobe Common Stock or DigitalGlobe Series A Preferred Stock, as applicable, into which the shares of whole Parent Common Shares that such holder is entitled to receive GeoEye Capital Stock have been converted pursuant to Section 2.01(c2.01 (after taking into account all shares of GeoEye Common Stock to which an election or non-election has been made), and (B) and/or (ii) a check in an amount of immediately available funds equal to (x1) the cash amount that such holder is entitled to receive pursuant to Section 2.01(c) plus (y) any cash in lieu of fractional shares which the holder has the right to receive pursuant to 2.02(f) plus (z) 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 Parent Common Shares pursuant to Section 2.01(c), together with a check in the amount equal to any cash payable pursuant to Section 2.01(c) and any including cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f2.03(e)), if any, into which such holder’s shares of GeoEye Capital Stock were converted in accordance with this Article II plus (2) and any cash in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.03(c). In the event of a transfer of ownership of GeoEye Capital Stock that is not registered in the transfer records of GeoEye, a certificate representing the proper number of shares of DigitalGlobe Common Stock or DigitalGlobe Series A Preferred Stock, as applicable, or cash, in each case, pursuant to Section 2.01 and cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.03(e) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.03(c) may be issued and/or paid to a transferee if the Certificate representing such Company Common GeoEye Capital Stock (or, if such Company Common GeoEye Capital Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c2.03(b), each share of Company Common Stock, GeoEye Capital Stock 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 such shares of Company Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f2.03(e) and in respect of any dividends or other distributions pursuant to Section 2.02(d2.03(c)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or shares of Company Common GeoEye Capital Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Qwest Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, or (ii) in the case of shares of Company Qwest Common Stock held in book-entry form, the receipt of an “agent’s message” by the 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 Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (i) that number the Merger Consideration into which such shares of whole Parent Qwest Common Shares that such holder is entitled to receive Stock have been converted pursuant to Section 2.01(c) and/or 2.01 and (ii) an amount of immediately available funds equal to (x) the cash amount that such holder is entitled to receive pursuant to Section 2.01(c) plus (y) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) plus (z) 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 Qwest Common Stock which is not registered in the transfer records of the CompanyQwest, a certificate representing the proper number of Parent shares of CenturyLink Common Shares Stock pursuant to Section 2.01(c), together with a check in the amount equal to any cash payable pursuant to Section 2.01(c) 2.01 and 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) may be issued and/or paid to a transferee if the Certificate representing such Company Qwest Common Stock (or, if such Company Qwest Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each share of Company Qwest Common Stock, 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 Qwest Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 (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 shares of Company Qwest Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Valeant Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, or (ii) in the case of shares of Company Valeant Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the associated Letter 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 Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (ix) that number the Merger Consideration into which the shares of whole Parent Valeant Common Shares that such holder is entitled to receive Stock have been converted pursuant to Section 2.01(c) and/or (ii) an amount of immediately available funds equal to (x) the cash amount that such holder is entitled to receive pursuant to Section 2.01(c) plus 2.01 and (y) any cash in lieu of fractional shares which the holder has the right to receive pursuant to 2.02(fSection 2.02(e) plus (z) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.02(c). In the event of a transfer of ownership of Company Valeant Common Stock which that is not registered in the transfer records of the CompanyValeant, a certificate representing the proper number of Parent shares of Biovail Common Shares Stock pursuant to Section 2.01(c), together with a check in the amount equal to any cash payable pursuant to Section 2.01(c) 2.01 and any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f2.02(e) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.02(c) may be issued and/or paid to a transferee if the Certificate representing such Company Valeant Common Stock (or, if such Company Valeant Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c2.02(b), each share of Company Valeant Common Stock, Stock 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 such shares of Company Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f2.02(e) and in respect of any dividends or other distributions pursuant to Section 2.02(d2.02(c)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or shares of Company Valeant Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in After the case of shares of Company Common Stock represented by a CertificateEffective Time, upon the surrender of such a Certificate for cancellation cancelation to the Exchange Agent, 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 Exchange 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 customary documents as may reasonably be required by the Exchange Agent, including a properly competed and executed IRS Form W-9, the holder of such shares Certificate shall be entitled to receive in exchange therefor (iA) that number the Merger Consideration into which the shares of whole Parent Company Common Shares that Stock previously represented by such holder is entitled to receive Certificate have been converted pursuant to Section 2.01(c‎Section 2.04(b) and/or and (ii) an amount of immediately available funds equal to (x) the cash amount that such holder is entitled to receive pursuant to Section 2.01(c) plus (yB) any cash in lieu of fractional shares which the such holder has the right to receive pursuant to 2.02(f‎Section 2.05(f) plus (z) and in respect of any dividends or other distributions which the such holder has the right to receive pursuant to Section 2.02(d‎Section 2.05(d). In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Shares Stock pursuant to Section 2.01(c), together with a check in the amount equal to any cash payable pursuant to Section 2.01(c) ‎Section 2.01 and any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f2.05(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.05(d) may be issued and/or paid to a transferee if the Certificate representing such Company Common Stock (or, if such Company Common Stock is held in bookfor Book-entry formEntry Shares, proper evidence of such transfer) representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c2.05(c), each share of Company Common Stock, and any Certificate with respect thereto 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 shares of Company Common Stock such Certificates were entitled to receive in respect of such shares pursuant to Section ‎Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f‎Section 2.05(f) and in respect of any dividends or other distributions pursuant to Section 2.02(d2.05(d)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (under this ‎Section 2.05(c) or shares of Company Common Stock held in book-entry formunder ‎2.05.d), ‎Section 2.05(e) or ‎2.05.f).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, 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 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 Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (ix) that number the Merger Consideration into which the shares of whole Parent Company Common Shares that such holder is entitled to receive Stock have been converted pursuant to Section 2.01(c) and/or (ii) an amount of immediately available funds equal to (x) the cash amount that such holder is entitled to receive pursuant to Section 2.01(c) plus 2.08 and (y) any cash in lieu of fractional shares which the holder has the right to receive pursuant to 2.02(f) plus (z) any dividends or other distributions which that the holder has the right to receive pursuant to Section 2.02(d2.10(e) and in respect of any dividends or other distributions that the holder has the right to receive pursuant to Section 2.10(c). In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Shares Stock pursuant to Section 2.01(c), together with a check in the amount equal to any cash payable pursuant to Section 2.01(c) 2.08 and any cash in lieu of fractional shares which that the holder has the right to receive pursuant to Section 2.02(f2.10(e) and in respect of any dividends or other distributions which that the holder has the right to receive pursuant to Section 2.02(d2.10(c) may be issued and/or paid to a transferee if the Certificate representing such Company Common Stock (or, if such Company Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c2.10(b), each share of Company Common Stock, Stock 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 that the holders of such shares of Company Common Stock were entitled to receive in respect of such shares pursuant to Section 2.01 2.08 (and cash in lieu of fractional shares pursuant to Section 2.02(f2.10(e) and in respect of any dividends or other distributions pursuant to Section 2.02(d2.10(c)). No interest shall be paid or shall accrue on the any cash payable upon surrender of any Certificate (or shares of Company Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) the surrender of such Certificate for cancellation to the Exchange Agent, in the case of shares of Company Common Stock represented by a Certificate, or (ii) the surrender receipt of such Certificate for cancellation to an “agent’s message” by the Exchange Agent, 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 Exchange Agent, 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 Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (iA) that number the Merger Consideration into which such shares of whole Parent Company Common Shares that such holder is entitled to receive Stock have been converted pursuant to Section 2.01(c) and/or and (ii) an amount of immediately available funds equal to (x) the cash amount that such holder is entitled to receive pursuant to Section 2.01(c) plus (yB) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) plus (z) 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 Shares pursuant to Section 2.01(c), together with a check in the amount equal to any cash payable Stock pursuant to Section 2.01(c) and 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) may be issued and/or paid to a transferee if the Certificate representing such Company Common Stock (or, if such Company Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent and Parent that any applicable stock transfer or similar Taxes have been paidpaid or are not payable. Until surrendered as contemplated by this Section 2.02(c), each share of Company Common Stock, 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 Stock were entitled to receive in respect of such shares pursuant to this Section 2.01 2.01(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 shares of Company Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Stock represented by a Certificate, the surrender of such Certificate for cancellation cancelation to the Exchange Agent, Agent 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 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 Exchange Agent, the holder of such shares of Company Common Stock shall be entitled to receive in exchange therefor (i) that number of whole Parent Common Shares that such holder is entitled to receive pursuant to Section 2.01(c) and/or (ii) an amount of immediately available funds equal to (x) the cash amount that such holder is entitled to receive pursuant to Section 2.01(c) plus (y) any cash in lieu of fractional shares Merger Consideration which the holder of such shares of Company Common Stock has the right to receive pursuant to 2.02(f) plus Section 2.01 and (zii) any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.03(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 Parent Common Shares Merger Consideration pursuant to Section 2.01(c), together with a check in the amount equal to any cash payable pursuant to Section 2.01(c) and any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.02(f) 2.01 and any dividends or other distributions which the holder has the right to receive pursuant to Section 2.02(d2.03(d) may be issued and/or paid to a transferee if the Certificate representing such Company Common Stock (or, if such Company Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c2.03(c), each share of Company Common Stock, 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 Stock were entitled to receive in respect of such shares pursuant to Section 2.01 (and cash in lieu of fractional shares pursuant to Section 2.02(f) and any dividends or other distributions pursuant to Section 2.02(d2.03(d)). No interest shall be paid or shall accrue on the any cash payable upon surrender of any Certificate (or shares of Company Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, or (ii) in the case of shares of Company Common Stock held in book-entry form, the receipt of an “"agent’s 's message” " by the 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 Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor (ix) that number the Merger Consideration into which such shares of whole Parent Company Common Shares that such holder is entitled to receive Stock have been converted pursuant to Section 2.01(c) and/or (ii) an amount of immediately available funds equal to (x) the cash amount that such holder is entitled to receive pursuant to Section 2.01(c) plus 2.01 and (y) any cash in lieu of fractional shares which that the holder has the right to receive pursuant to Section 2.02(f) plus (z) and in respect of any dividends or other distributions which 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 which that is not registered notregistered in the transfer records of the Company, a certificate representing the proper number of Parent Common Shares pursuant to Section 2.01(c), together with a check in the amount equal to any cash payable pursuant to Section 2.01(c) Merger Consideration (and any cash in lieu of fractional shares which that the holder has the right to receive pursuant to Section 2.02(f) and in respect of any dividends or other distributions which that the holder has the right to receive pursuant to Section 2.02(d)) may be issued and/or paid to a transferee if the Certificate representing such Company Common Stock (or, if such Company Common Stock is held in book-entry form, proper evidence of such transfer) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each share of Company Common Stock, 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 Stock were are entitled to receive in respect of such shares pursuant to Section 2.01 2.01(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 shares of Company Common Stock held in book-entry form).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, 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 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 Exchange Agent, the holder of such shares Company Securities shall be entitled to receive in exchange therefor (ix) that number of whole Parent Common Shares that such holder is entitled to receive the Merger Consideration into which the Company Securities have been converted pursuant to Section 2.01(c) and/or (ii) an amount of immediately available funds equal to (x) the cash amount that such holder is entitled to receive pursuant to Section 2.01(c) plus 2.08 and (y) any cash in lieu of fractional shares which the holder has the right to receive pursuant to 2.02(f) plus (z) any dividends or other distributions which units that the holder has the right to receive pursuant to Section 2.02(d2.11(e) and in respect of any dividends or other distributions that the holder has the right to receive pursuant to Section 2.11(c). In the event of a transfer of ownership of Company Common Stock which Securities that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Shares Stock pursuant to Section 2.01(c), together with a check in the amount equal to any cash payable pursuant to Section 2.01(c) 2.08 and any cash in lieu of fractional shares which that the holder has the right to receive pursuant to Section 2.02(f2.11(e) and in respect of any dividends or other distributions which that the holder has the right to receive pursuant to Section 2.02(d2.11(c) may be issued and/or paid to a transferee if the Certificate representing such Company Common Stock (or, if such Company Common Stock is held in book-entry form, proper evidence of such transfer) transfer is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated receipt by this Section 2.02(c)the Exchange Agent of the Letter of Transmittal, each share of Company Common Stock, and any Certificate with respect thereto Unit 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 such Company Common Stock Securities were entitled to receive in respect of such shares pursuant to Section 2.01 2.08 (and cash in lieu of fractional shares securities pursuant to Section 2.02(f2.11(e) and in respect of any dividends or other distributions pursuant to Section 2.02(d2.11(c)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate (or shares of Company Common Stock held in book-entry form).