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 Common Shares represented by a Certificate, the surrender of such Certificate for cancellation to the Paying Agent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of Common Shares held as Book-Entry Shares, the receipt of an “agent’s message” by the Paying Agent, in each case together with such other documents as reasonably may be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration into which such Common Shares have been converted pursuant to Section 2.01. In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, the Merger Consideration may be paid to a transferee if the Certificate or Book-Entry Share representing such Common Shares is presented to the Paying Agent (or, in the case of Book-Entry Shares, proper evidence of such transfer) accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable share transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each 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 that the holders of Common Shares are entitled to receive in respect of such shares pursuant to this Section 2.02(c). No interest will be paid or accrued on the cash payable upon surrender of the Certificates (or Common Shares held as Book-Entry Shares).

Merger Consideration Received in Connection with Exchange. Upon (i) the surrender of Company Certificates for cancellation to the Exchange Agent, or (ii) in the case of Common Shares represented by a CertificateCompany Book Entry Shares, the surrender receipt of such Certificate for cancellation to an “agent’s message” by the Paying Agent Exchange Agent, and in the case of Company Certificates together with the Letter of TransmittalTransmittal and with all the documentation as specified in Section 2.2(a)(i), duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of Common Shares held as Book-Entry Shares, the receipt of an “agent’s message” by the Paying Agent, in each case together with and such other documents as may reasonably may be required by the Paying Exchange Agent, the holder of such shares shall be entitled to receive in exchange therefor the Per Share Merger Consideration into which such with respect to each share of Company Common Shares have been converted pursuant Stock held by it immediately prior to the Effective Time, subject to the provisions of Section 2.012.2(f) and Section 5.4. In the event of a transfer of ownership of Company Common Shares that Stock which is not registered in the transfer records of the Company, the Merger Consideration may be paid to a transferee if the Certificate or Book-Entry Share representing such Common Shares is presented to the Paying Agent (or, in the case of Book-Entry Shares, proper evidence of such transfer) accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable share transfer Taxes have been paid. Until until surrendered as contemplated by this Section 2.02(c2.2(b), each share of Company Common Share, and Stock (including any Company 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 Per Share Merger Consideration that which the holders holder of such share of Company Common Shares are Stock was entitled to receive in respect of such shares pursuant to this Section 2.02(c1.5(b). No interest will shall be paid or accrued shall accrue on the any cash payable upon surrender of the Certificates (any Company Certificate or Common Shares held as Book-in respect of Company Book Entry Shares).

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of Common Shares represented by a Certificate, the surrender of such Certificate for cancellation to the Paying Agent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of Common Shares held as Book-Entry Shares, the receipt of an “agent’s message” by the Paying Agent, in each case together with such other documents as reasonably may be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration into which such Common Shares have been converted pursuant to Section 2.012.01(c). In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, the Merger Consideration may be paid to a transferee if the Certificate or Book-Entry Share representing such Common Shares is presented to the Paying Agent (or, in the case of Book-Entry Shares, proper evidence of such transfer) accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable share transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each 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 that the holders of Common Shares are entitled to receive in respect of such shares pursuant to this Section 2.02(c). No interest will be paid or accrued on the cash payable upon surrender of the Certificates (or Common Shares held as Book-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 to the Paying Agent 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 as Bookin book-Entry Sharesentry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with such other documents as may reasonably may be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration into which such shares of Company Common Shares Stock have been converted pursuant to Section 2.012.01(c). In the event of a transfer of ownership of Company Common Shares Stock that is not registered in the transfer records of the Company, the Merger Consideration may be paid to a transferee if the Certificate or Book-Entry Share representing such Company Common Shares is presented to the Paying Agent Stock (or, if such Company Common Stock is held in the case of Bookbook-Entry Sharesentry form, proper evidence of such transfer) is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable share stock transfer Taxes have been paidpaid or 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, 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 that the holders of shares of Company Common Shares Stock are entitled to receive in respect of such shares pursuant to this Section 2.02(c2.01(c). No interest will shall be paid or accrued shall accrue on the cash payable upon surrender of the Certificates any Certificate (or shares of Company Common Shares Stock held as Bookin book-Entry Sharesentry 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 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 Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of Common Shares held as Book-Entry Shares, the receipt of an “agent’s message” by the Paying Agent, in each case together with and such other documents as may reasonably may be required by the Paying Exchange Agent, the holder of such shares shall of Company Common Stock will be entitled to receive in exchange therefor the Merger Consideration into plus any cash in lieu of fractional shares which such Common Shares have been converted the holder has the right to receive pursuant to Section 2.01. In 2.02(f) and in respect of any dividends or other distributions which the event of a transfer of ownership of Common Shares that is not registered in holder has the transfer records of the Company, the Merger Consideration may be paid right to a transferee if the Certificate or Book-Entry Share representing such Common Shares is presented receive pursuant to the Paying Agent (or, in the case of Book-Entry Shares, proper evidence of such transfer) accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable share transfer Taxes have been paidSection 2.02(d). Until surrendered as contemplated by this Section 2.02(c), each share of Company Common ShareStock, and any Certificate with respect thereto, shall will be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that which the holders of shares of Company Common Shares are Stock were entitled to receive in respect of such shares pursuant to this Section 2.02(c2.01 (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 will be paid or accrued will accrue on the cash payable upon surrender of the Certificates any Certificate (or shares of Company Common Shares Stock held as Bookin book-Entry Sharesentry form).