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

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 Company Book Entry Shares, the receipt of an “agent’s message” by the Exchange Agent, and in the case of Company Certificates together with the Letter of Transmittal and with all the documentation as specified in Section 2.2(a)(i), 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 the Per Share Merger Consideration with respect to each share of Company Common Stock held by it immediately prior to the Effective Time, subject to the provisions of Section 2.2(f) and Section 5.4. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, until surrendered as contemplated by this Section 2.2(b), each share of Company Common 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 the holder of such share of Company Common Stock was entitled to receive in respect of such shares pursuant to Section 1.5(b). No interest shall be paid or shall accrue on any cash payable upon surrender of any Company Certificate or in respect of Company 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 Company Book Entry Shares, the receipt of an “agent’s message” by the Exchange Agent, and in the case of Company Certificates together with the Letter of Transmittal and with all the documentation as specified in Section 2.2(a)(i), 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 the Per Share Merger Consideration with respect to each share of Company Common Stock held by it immediately prior to the Effective Time, subject to the provisions of Section 2.2(f) and Section 5.4. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, until surrendered as contemplated by this Section 2.2(b), each share of Company Common 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 holder of such share of Company Common Stock was entitled to receive in respect of such shares pursuant to Section 1.5(b). No interest shall be paid or shall accrue on any cash payable upon surrender of any Company Certificate or in respect of Company 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 shares of Company Book Entry SharesCommon Stock represented by a Certificate, the receipt surrender of an “agent’s message” by such Certificate for cancellation to the Exchange Agent, and in the case of Company Certificates Paying Agent together with the Letter of Transmittal and with all the documentation as specified in Section 2.2(a)(i)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 Exchange Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Per Share Merger Consideration with respect to each share into which such shares of Company Common Stock held by it immediately prior have been converted pursuant to the Effective Time, subject to the provisions of Section 2.2(f) and Section 5.42.01(c). In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, until the Merger Consideration may be 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 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 or are not applicable. Until surrendered as contemplated by this Section 2.2(b2.02(c), each share of Company Common Stock (including Stock, and 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 the holder holders of such share shares of Company Common Stock was are entitled to receive in respect of such shares pursuant to Section 1.5(b2.01(c). No interest shall be paid or shall accrue on any the cash payable upon surrender of any Company Certificate (or in respect shares of Company Book Entry SharesCommon 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 Company Certificates such Certificate for cancellation to the Exchange Agent, or (ii) in the case of shares of Company Book Entry SharesCommon Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, and in the each case of Company Certificates together with the Letter of Transmittal and with all the documentation as specified in Section 2.2(a)(i)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 of Company Common Stock will be entitled to receive in exchange therefor the Per Share Merger Consideration with respect plus any cash in lieu of fractional shares which the holder has the right to each share of Company Common Stock held by it immediately prior receive pursuant to the Effective Time, subject to the provisions of Section 2.2(f2.02(f) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 5.42.02(d). In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, until Until surrendered as contemplated by this Section 2.2(b2.02(c), each share of Company Common Stock (including Stock, and any Company 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 Per Share Merger Consideration that which the holder holders of such share shares of Company Common Stock was were entitled to receive in respect of such shares pursuant to Section 1.5(b2.01 (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 will be paid or shall will accrue on any the cash payable upon surrender of any Company Certificate (or in respect shares of Company Book Entry SharesCommon Stock held in book-entry form).