Common use of Payment and Exchange of Certificates Clause in Contracts

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than three Business Days prior to the mailing of the Proxy Statement to the stockholders of the Company, Parent or Acquisition Sub shall designate a bank or trust company reasonably acceptable to the Company to act as Paying Agent in connection with the Merger (the “Paying Agent”). At or prior to the Effective Time, Parent will provide to, or cause the Surviving Corporation to provide to, and shall deposit in trust with, the Paying Agent, the aggregate consideration to which stockholders of the Company become entitled under this Article III. Until used for that purpose, the funds shall be invested by the Paying Agent, as directed by Parent or the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500 million (based on the most recent financial statements of the banks which are then publicly available at the SEC or otherwise); provided that no such investment or losses thereon shall affect the Per Share Merger Consideration payable to former stockholders of the Company, and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of the former stockholders of the Company in the amount of any such losses. (b) Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each person who was a record holder of Company Common Stock immediately prior to the Effective Time, whose shares were converted pursuant to Article III into the right to receive the Per Share Merger Consideration, (i) a form of letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time represented Company Common Stock (each, a “Certificate”) in order to receive payment of the Per Share Merger Consideration (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon actual delivery of the Certificates to the Paying Agent, and shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Per Share Merger Consideration. When the Paying Agent receives a Certificate, together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent shall pay to the holder of the Shares represented by the Certificate, or as otherwise directed in the letter of transmittal, the Per Share Merger Consideration with regard to each Share represented by such Certificate, less any required Tax withholdings in accordance with Section 3.5(c) below, and the Certificate shall be cancelled. No interest shall be paid or accrued on the Per Share Merger Consideration payable upon the surrender of Certificates. If payment is to be made to a Person other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate must provide funds for payment of any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the surrendered Certificate or establish to the satisfaction of the Surviving Corporation that the Tax has been paid or is not applicable. After the Effective Time, a Certificate shall represent only the right to receive the Per Share Merger Consideration in respect of the Shares represented by such Certificate, without any interest thereon. (c) The Paying Agent may withhold from the sum payable to any Person as a result of the Merger, and pay to the appropriate Taxing Authorities, any amounts which the Paying Agent or the Surviving Corporation may be required (or may reasonably believe it is required) to withhold under the Code, or any provision of state, local or foreign Tax Law. Any sum which is withheld and paid to a Taxing Authority as permitted by this Section will be deemed to have been paid to the Person with regard to whom it is withheld. (d) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Paying Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration payable in respect of the Shares represented by the Certificate pursuant to this Article III. (e) At any time which is more than 180 days after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it any funds which had been deposited with the Paying Agent and have not been disbursed in accordance with this Article III (including, without limitation, interest and other income received by the Paying Agent in respect of the funds made available to it), and after the funds have been delivered to Parent, Persons entitled to payment in accordance with this Article III shall be entitled to look solely to Parent (subject to abandoned property, escheat or other similar Laws) for payment of the Per Share Merger Consideration upon surrender of the Certificates held by them, without any interest thereon. Any Per Share Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Neither the Surviving Corporation, Parent nor the Paying Agent will be liable to any Person entitled to payment under this Article III for any consideration which is delivered to a public official pursuant to any abandoned property, escheat or similar Law. (f) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares that were outstanding prior to the Effective Time. After the Effective Time, Certificates presented to the Surviving Corporation for transfer shall be canceled and exchanged for the Per Share Merger Consideration in respect of the Shares represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than three Business Days prior to the mailing of the Proxy Statement to the stockholders of the Company, Parent or Acquisition Sub shall designate a bank or trust company reasonably acceptable to the Company to act as Paying Agent in connection with the Merger (the “Paying Agent”). At or prior to the Effective Time, Parent ANM will provide to, or cause the Surviving Corporation to provide to, and shall will deposit in trust with, the Paying Agent, Agent the aggregate consideration to which stockholders shareholders of the Company become entitled under this Article III, less the amount of the Deposit previously delivered to the Paying Agent. Until used for that purpose, the funds shall will be invested by the Paying Agent, as directed by Parent ANM or the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Mxxxx’x Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, accounts or certificates of deposit with one or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, more commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500 million (based on the most recent financial statements of the banks which are then publicly available at the SEC Securities and Exchange Commission (“SEC”) or otherwise); provided that no such investment or losses thereon shall affect the Per Share Merger Consideration payable to former stockholders of the Company, and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of the former stockholders of the Company in the amount of any such losses. (b) Promptly (but not to exceed five (5) Business Days) after the Effective Time, the Surviving Corporation shall will cause the Paying Agent to mail to each person Person who was a record holder of Company Common Stock immediately prior to the Effective Time, whose shares were converted pursuant to Article III into the right to receive the Per Share Cash Merger Consideration, (i) a form of letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time represented Company Common Stock (each, a “Certificate”) in order to receive payment of the Per Share Cash Merger Consideration (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificate shall will pass, only upon actual delivery of the Certificates to the Paying AgentAgent (or effective affidavits of loss in lieu thereof), and shall will otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for payment of the Per Share Cash Merger Consideration. In addition, ANM and the Surviving Corporation will use commercially reasonable efforts to cause the Paying Agent to establish procedures pursuant to which the shareholders of the Company may tender their Shares in person at one or more locations in the Albuquerque, New Mexico metropolitan area or in other states in which there are large concentrations of the Company’s shareholders and, in such case, the Paying Agent will include in its notice to shareholders instructions as to how they may exchange their Shares for Cash Merger Consideration in person; provided, however, that the Company acknowledges that such procedures may not be practicable or may be cost prohibitive, as determined in ANM’s sole discretion, and that ANM and the Surviving Corporation can make no assurance that any such in-person procedures will be provided. When the Paying Agent receives a CertificateCertificate (or effective affidavits of loss in lieu thereof), together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent shall will pay to the holder of the Shares represented by the CertificateCertificate (or effective affidavits of loss in lieu thereof), or as otherwise directed in the letter of transmittal, the Per Share Cash Merger Consideration with regard to each Share represented by such Certificate, less any required Tax withholdings in accordance with Section 3.5(c3.4(c) below, and the Certificate shall will be cancelled. No interest shall will be paid or accrued on the Per Share Cash Merger Consideration payable upon the surrender of Certificates. If payment is to be made to a Person other than the Person in whose name a surrendered Certificate is registered, it shall will be a condition of payment that the Certificate so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate must provide funds for payment of any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the surrendered Certificate or establish to the satisfaction of the Surviving Corporation that the Tax has been paid or is not applicable. After the Effective Time, a Certificate shall will represent only the right to receive the Per Share Cash Merger Consideration in respect of the Shares represented by such Certificate, without any interest thereon. (c) The Paying Agent may withhold from the sum payable to any Person as a result of the Cash Merger, and pay to the appropriate Taxing Governmental Authorities, any amounts which the Paying Agent or the Surviving Corporation may be required (or may reasonably believe it is required) to withhold under the Code, or any provision of state, local or foreign Tax Law. Any sum which is withheld and paid to a Taxing Governmental Authority as permitted by this Section 3.4 will be deemed to have been paid to the Person with regard to whom it is withheld. (d) In the event that any If a Certificate shall have has been lost, stolen or destroyed, upon ANM will cause the holder’s compliance with the replacement requirements established Paying Agent to accept an affidavit of that fact by the Paying AgentPerson claiming such Certificate to be lost, includingstolen or destroyed instead of the Certificate; provided, if necessarythat ANM may require the Person to whom any Cash Merger Consideration is paid, as a condition precedent to the posting by payment thereof, to give the holder of Surviving Corporation a bond in customary amount such sum as indemnity it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to ANM against any claim that may be made against it the Surviving Corporation with respect to the Certificate, the Paying Agent shall deliver in exchange for the Certificate claimed to have been lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration payable in respect of the Shares represented by the Certificate pursuant to this Article IIIdestroyed. (e) At any time which is more than 180 days six (6) months after the Effective Time, Parent shall the Surviving Corporation will be entitled to require the Paying Agent to deliver to it any funds which had been deposited with the Paying Agent and have not been disbursed in accordance with this Article III (including, without limitation, interest and other income received by the Paying Agent in respect of the funds made available to it), and after the funds have been delivered to Parentthe Surviving Corporation, Persons entitled to payment in accordance with this Article III shall will be entitled to look solely to Parent the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) for payment of the Per Share Cash Merger Consideration upon surrender of the Certificates held by them, without any interest thereon; provided, that such Persons will have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable Laws. Any Per Share Merger Consideration portion of the funds deposited with the Paying Agent remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shallwill, to the extent permitted by applicable Law, become the property of Parent the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Neither the Surviving Corporation, Parent Corporation nor the Paying Agent will be liable to any Person entitled to payment under this Article III for any consideration which is delivered to a public official pursuant to any abandoned property, escheat or similar Law. (f) At From and after the Effective Time, the Surviving Corporation will not record on the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of Surviving Corporation any transfers of Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. After If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer shall transfer, they will be canceled cancelled and exchanged treated as having been surrendered for the Per Share Cash Merger Consideration in respect of the Shares represented thereby.

Payment and Exchange of Certificates. (a) Following At the date of this Agreement Closing Date, ANM will provide to, and in any event not less than three Business Days prior to the mailing of the Proxy Statement to the stockholders of the Company, Parent or Acquisition Sub shall designate a bank or trust company reasonably acceptable to the Company to act as Paying Agent in connection with the Merger (the “Paying Agent”). At or prior to will deposit until the Effective Time, Parent will provide to, or cause the Surviving Corporation to provide toin escrow with, and shall deposit thereafter in trust with, the Paying Agent, Agent the aggregate consideration to which stockholders shareholders of the Company become entitled under this Article III, less the amount of the Deposit previously delivered to the Paying Agent. Until used for that purpose, the funds shall will be invested by the Paying Agent, as directed by Parent ANM or the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Mxxxx’x Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, accounts or certificates of deposit with one or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, more commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500 million (based on the most recent financial statements of the banks which are then publicly available at the SEC Securities and Exchange Commission (“SEC”) or otherwise); provided that no such investment or losses thereon shall affect the Per Share Merger Consideration payable to former stockholders of the Company, and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of the former stockholders of the Company in the amount of any such losses. (b) Promptly (but not to exceed five (5) Business Days) after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each person Person who was a record holder of Company Common Stock immediately prior to the Effective Time, whose shares were converted pursuant to Article III into the right to receive the Per Share Cash Merger Consideration, (i) a form of letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time represented Company Common Stock (each, a “Certificate”) in order to receive payment of the Per Share Cash Merger Consideration (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificate shall will pass, only upon actual delivery of the Certificates to the Paying AgentAgent (or effective affidavits of loss in lieu thereof), and shall will otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for payment of the Per Share Cash Merger Consideration. In addition, ANM and the Surviving Corporation will use commercially reasonable efforts to cause the Paying Agent to provide (a) representative(s) to facilitate the tender of certificates by shareholders, pursuant to the procedures established by the Paying Agent, in Albuquerque, New Mexico and southern California, by assisting shareholders to complete required paperwork to tender their shares. It is understood that the payment for such shares shall occur at the Paying Agent’s headquarters or other paying location of its choice. When the Paying Agent receives a CertificateCertificate (or effective affidavits of loss in lieu thereof), together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent shall will pay to the holder of the Shares represented by the CertificateCertificate (or effective affidavits of loss in lieu thereof), or as otherwise directed in the letter of transmittal, the Per Share Cash Merger Consideration with regard to each Share represented by such Certificate, less any required Tax withholdings in accordance with Section 3.5(c3.4(c) below, and the Certificate shall will be cancelledcancelled and will not be outstanding. No interest shall will be paid or accrued on the Per Share Cash Merger Consideration payable upon the surrender of Certificates. If payment is to be made to a Person other than the Person in whose name a surrendered Certificate is registered, it shall will be a condition of payment that the Certificate so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate must provide funds for payment of any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the surrendered Certificate or establish to the satisfaction of the Surviving Corporation that the Tax has been paid or is not applicable. After the Effective TimeClosing Date, a Certificate shall will represent only the right to receive the Per Share Cash Merger Consideration in respect of the Shares represented by such Certificate, without any interest thereon. (c) The Paying Agent may withhold from the sum payable to any Person as a result of the Cash Merger, and pay to the appropriate Taxing Governmental Authorities, any amounts which the Paying Agent or the Surviving Corporation may be required (or may reasonably believe it is required) to withhold under the Code, or any provision of state, local or foreign Tax Law. Any sum which is withheld and paid to a Taxing Governmental Authority as permitted by this Section 3.4 will be deemed to have been paid to the Person with regard to whom it is withheld. (d) In the event that any If a Certificate shall have has been lost, stolen or destroyed, upon ANM will cause the holder’s compliance with the replacement requirements established Paying Agent to accept an affidavit of that fact by the Paying AgentPerson claiming such Certificate to be lost, includingstolen or destroyed instead of the Certificate; provided, if necessarythat ANM may require the Person to whom any Cash Merger Consideration is paid, as a condition precedent to the posting by payment thereof, to give the holder of Surviving Corporation a bond in customary amount such sum as indemnity it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to ANM against any claim that may be made against it the Surviving Corporation with respect to the Certificate, the Paying Agent shall deliver in exchange for the Certificate claimed to have been lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration payable in respect of the Shares represented by the Certificate pursuant to this Article IIIdestroyed. (e) At any time which is more than 180 days six (6) months after the Effective Time, Parent shall the Surviving Corporation will be entitled to require the Paying Agent to deliver to it any funds which had been deposited with the Paying Agent and have not been disbursed in accordance with this Article III (including, without limitation, interest and other income received by the Paying Agent in respect of the funds made available to it), and after the funds have been delivered to Parentthe Surviving Corporation, Persons entitled to payment in accordance with this Article III shall will be entitled to look solely to Parent the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) for payment of the Per Share Cash Merger Consideration upon surrender of the Certificates held by them, without any interest thereon; provided, that such Persons will have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable Laws. Any Per Share Merger Consideration portion of the funds deposited with the Paying Agent remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shallwill, to the extent permitted by applicable Law, become the property of Parent the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Neither the Surviving Corporation, Parent Corporation nor the Paying Agent will be liable to any Person entitled to payment under this Article III for any consideration which is delivered to a public official pursuant to any abandoned property, escheat or similar Law. (f) At From and after the Effective Time, the Surviving Corporation will not record on the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of Surviving Corporation any transfers of Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. After If, after the Effective Time, Certificates certificates are presented to the Surviving Corporation for transfer shall transfer, they will be canceled cancelled and exchanged treated as having been surrendered for the Per Share Cash Merger Consideration in respect of the Shares represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than three Business Days prior to the mailing of the Proxy Statement Statement/Prospectus to the stockholders of the Company, Parent or Acquisition Sub shall designate a bank or trust company reasonably acceptable to the Company to act as Paying Agent in connection with the Merger Mergers (the “Paying Agent”). At or prior to the Effective Time, Parent will provide to, or cause the Surviving Corporation to provide to, and shall deposit be deposited in trust with, with the Paying Agent, Agent the aggregate consideration to which stockholders of the Company are contemplated to become entitled under this Article III. Until used for that purpose, the funds portion of such aggregate consideration consisting of cash shall be invested by the Paying Agent, as directed by Parent or the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Mxxxx’x Investors Services Service, Inc. or Standard & Poor’s Corporation, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500 million (based on the most recent financial statements of the banks which are then publicly available at the SEC or otherwise); provided that no such investment or losses thereon shall affect the Per Share Merger Consideration payable to former stockholders of the CompanyNew Diamond, and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of the former stockholders of the Company New Diamond in the amount of any such lossesshortfall in funds payable to the former stockholders of New Diamond pursuant to this Article III. (b) From and after the Initial Effective Time, (i) each stock certificate which immediately prior to the Initial Effective Time represented Company Shares (other than Dissenting Shares) shall be deemed to represent an equal number of New Diamond Shares (each such stock certificate, a “Certificate”), and (ii) each holder of record of Company Shares (other than Dissenting Shares) immediately prior to the Initial Effective Time shall be deemed to be a holder of record of the same number of New Diamond Shares. (c) Promptly after the Effective Time (and in any event within two Business Days following the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each person Person who was a record holder of Company Common Stock New Diamond Shares immediately prior to the Effective Time, whose shares New Diamond Shares were converted pursuant to this Article III into the right to receive the Per Share Merger Consideration, (i) a form of letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time represented Company Common Stock (each, a “Certificate”) Certificates in order to receive payment of the Per Share Merger Consideration (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon actual delivery of the Certificates to the Paying Agent, and shall otherwise be in customary form) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Per Share Merger Consideration. When the Paying Agent receives a Certificate, together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent shall pay deliver to the holder of the New Diamond Shares represented by the Certificate, or as otherwise directed in the letter of transmittal, (A) a cash amount in immediately available funds equal to the Per Share Merger aggregate Cash Consideration with regard to each Share into which all of the New Diamond Shares represented by such CertificateCertificate shall have been converted pursuant to the Emerald Merger, (B) a certificate representing that number of whole Parent Shares into which the New Diamond Shares represented by such Certificate shall have been converted pursuant to the Emerald Merger, (C) any cash in lieu of a fractional Parent Share to which such holder shall be entitled pursuant to Section 3.6(h), and (D) any dividends or other distributions to which such holder shall be entitled pursuant to Section 3.6(i). Any payment hereunder shall be less any required Tax withholdings in accordance with Section 3.5(c3.6(d) below, and the Certificate shall be cancelledcanceled. No interest shall be paid or accrued on the Per Share Merger Consideration payable upon the surrender of Certificates. If payment is to be made to a Person other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate must provide funds for payment of any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the surrendered Certificate or establish to the satisfaction of the Surviving Corporation that the Tax has been paid or is not applicable. After the Effective Time, a Certificate shall represent only the right to receive the Per Share Merger Consideration in respect of the New Diamond Shares represented by such Certificate, without any interest thereon. (cd) The Paying Agent may withhold from the sum payable to any Person as a result of the Emerald Merger, and pay to the appropriate Taxing Authorities, any amounts which that the Paying Agent or the Surviving Corporation may be required (or may reasonably believe it is required) to withhold under the Code, or any provision of state, local or foreign Tax Law. Any sum which that is withheld and paid to a Taxing Authority as permitted by this Section will be deemed to have been paid to the Person with regard to from whom it is withheld. (de) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the reasonable replacement requirements established by the Paying Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration payable in respect of the New Diamond Shares represented by the Certificate pursuant to this Article III. (ef) At any time which is more than 180 days after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it any funds and shares which had been deposited with the Paying Agent and have not been disbursed in accordance with this Article III (including, without limitation, including interest and other income received by the Paying Agent in respect of the funds made available to it), and after the funds and shares have been delivered to Parent, Persons entitled to payment in accordance with this Article III shall be entitled to look solely to Parent (subject to abandoned property, escheat or other similar Laws) for payment of the Per Share Merger Consideration upon surrender of the Certificates held by them, without any interest thereon. Any Per Share Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Neither the Surviving Corporation, Parent nor the Paying Agent will be liable to any Person entitled to payment under this Article III for any consideration which is properly delivered to a public official pursuant to any abandoned property, escheat or similar Law. (fg) At the Effective Time, the stock transfer books of the Company New Diamond shall be closed and thereafter there shall be no further registration of transfers of New Diamond Shares that were outstanding prior to the Effective Time. After the Effective Time, Certificates presented to the Surviving Corporation for transfer shall be canceled and exchanged for the Per Share Merger Consideration in respect of the New Diamond Shares represented thereby. (h) No certificates or scrip representing fractional Parent Shares will be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent will relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent. Notwithstanding any other provision of this Agreement, each holder of New Diamond Shares converted pursuant to the Emerald Merger who would otherwise be entitled to receive a fraction of a Parent Share (after taking into account all New Diamond Shares held at the Effective Time by such holder) shall receive, in lieu thereof and in accordance with Section 3.6(i), an amount in cash (without interest), rounded to the nearest cent, equal to the product obtained by multiplying (i) the fractional share interest to which such former holder would otherwise be entitled by (ii) the Average Closing Price. (i) No cash payment in lieu of fractional shares and no dividends or other distributions with respect to Parent Shares with a record date after the Effective Time will be paid to any holder of an unsurrendered Certificate until the surrender of such Certificate in accordance with this Article III. Subject to the effect of applicable escheat or similar Laws, following the surrender of any such Certificate in accordance herewith, there will be paid to the holder of the New Diamond Shares represented by such Certificate or as otherwise directed by the related letter of transmittal, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional Parent Share to which such holder is entitled pursuant to Section 3.6(h) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to whole Parent Shares to which such holder is entitled pursuant to Section 3.6(c), and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole Parent Shares. Pending such payment, all such amounts shall be deposited by Parent, as promptly as practicable, with the Paying Agent, to be held in trust by the Paying Agent for the benefit of the applicable holders of unsurrendered Certificates. (j) Holders of unsurrendered Certificates shall be entitled to vote after the Effective Time at any meeting of Parent stockholders the number of whole Parent Shares the holder of such Certificates would be entitled to receive in the Emerald Merger, regardless of whether such holders have exchanged their Certificates.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than three Business Days prior to the mailing of the Proxy Statement Statement/Prospectus to the stockholders of the Company, Parent or Acquisition Sub shall designate a bank or trust company reasonably acceptable to the Company to act as Paying Agent in connection with the Merger Mergers (the “Paying Agent”). At or prior to the Effective Time, Parent will provide to, or cause the Surviving Corporation to provide to, and shall deposit be deposited in trust with, with the Paying Agent, Agent the aggregate consideration to which stockholders of the Company are contemplated to become entitled under this Article III. Until used for that purpose, the funds portion of such aggregate consideration consisting of cash shall be invested by the Paying Agent, as directed by Parent or the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services Service, Inc. or Standard & Poor’s Corporation, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500 million (based on the most recent financial statements of the banks which are then publicly available at the SEC or otherwise); provided that no such investment or losses thereon shall affect the Per Share Merger Consideration payable to former stockholders of the CompanyNew Diamond, and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of the former stockholders of the Company New Diamond in the amount of any such lossesshortfall in funds payable to the former stockholders of New Diamond pursuant to this Article III. (b) From and after the Initial Effective Time, (i) each stock certificate which immediately prior to the Initial Effective Time represented Company Shares (other than Dissenting Shares) shall be deemed to represent an equal number of New Diamond Shares (each such stock certificate, a “Certificate”), and (ii) each holder of record of Company Shares (other than Dissenting Shares) immediately prior to the Initial Effective Time shall be deemed to be a holder of record of the same number of New Diamond Shares. (c) Promptly after the Effective Time (and in any event within two Business Days following the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each person Person who was a record holder of Company Common Stock New Diamond Shares immediately prior to the Effective Time, whose shares New Diamond Shares were converted pursuant to this Article III into the right to receive the Per Share Merger Consideration, (i) a form of letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time represented Company Common Stock (each, a “Certificate”) Certificates in order to receive payment of the Per Share Merger Consideration (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon actual delivery of the Certificates to the Paying Agent, and shall otherwise be in customary form) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Per Share Merger Consideration. When the Paying Agent receives a Certificate, together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent shall pay deliver to the holder of the New Diamond Shares represented by the Certificate, or as otherwise directed in the letter of transmittal, (A) a cash amount in immediately available funds equal to the Per Share Merger aggregate Cash Consideration with regard to each Share into which all of the New Diamond Shares represented by such CertificateCertificate shall have been converted pursuant to the Emerald Merger, (B) a certificate representing that number of whole Parent Shares into which the New Diamond Shares represented by such Certificate shall have been converted pursuant to the Emerald Merger, (C) any cash in lieu of a fractional Parent Share to which such holder shall be entitled pursuant to Section 3.6(h), and (D) any dividends or other distributions to which such holder shall be entitled pursuant to Section 3.6(i). Any payment hereunder shall be less any required Tax withholdings in accordance with Section 3.5(c3.6(d) below, and the Certificate shall be cancelledcanceled. No interest shall be paid or accrued on the Per Share Merger Consideration payable upon the surrender of Certificates. If payment is to be made to a Person other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate must provide funds for payment of any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the surrendered Certificate or establish to the satisfaction of the Surviving Corporation that the Tax has been paid or is not applicable. After the Effective Time, a Certificate shall represent only the right to receive the Per Share Merger Consideration in respect of the New Diamond Shares represented by such Certificate, without any interest thereon. (cd) The Paying Agent may withhold from the sum payable to any Person as a result of the Emerald Merger, and pay to the appropriate Taxing Authorities, any amounts which that the Paying Agent or the Surviving Corporation may be required (or may reasonably believe it is required) to withhold under the Code, or any provision of state, local or foreign Tax Law. Any sum which that is withheld and paid to a Taxing Authority as permitted by this Section will be deemed to have been paid to the Person with regard to from whom it is withheld. (de) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the reasonable replacement requirements established by the Paying Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration payable in respect of the New Diamond Shares represented by the Certificate pursuant to this Article III. (ef) At any time which is more than 180 days after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it any funds and shares which had been deposited with the Paying Agent and have not been disbursed in accordance with this Article III (including, without limitation, including interest and other income received by the Paying Agent in respect of the funds made available to it), and after the funds and shares have been delivered to Parent, Persons entitled to payment in accordance with this Article III shall be entitled to look solely to Parent (subject to abandoned property, escheat or other similar Laws) for payment of the Per Share Merger Consideration upon surrender of the Certificates held by them, without any interest thereon. Any Per Share Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Neither the Surviving Corporation, Parent nor the Paying Agent will be liable to any Person entitled to payment under this Article III for any consideration which is properly delivered to a public official pursuant to any abandoned property, escheat or similar Law. (fg) At the Effective Time, the stock transfer books of the Company New Diamond shall be closed and thereafter there shall be no further registration of transfers of New Diamond Shares that were outstanding prior to the Effective Time. After the Effective Time, Certificates presented to the Surviving Corporation for transfer shall be canceled and exchanged for the Per Share Merger Consideration in respect of the New Diamond Shares represented thereby. (h) No certificates or scrip representing fractional Parent Shares will be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent will relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent. Notwithstanding any other provision of this Agreement, each holder of New Diamond Shares converted pursuant to the Emerald Merger who would otherwise be entitled to receive a fraction of a Parent Share (after taking into account all New Diamond Shares held at the Effective Time by such holder) shall receive, in lieu thereof and in accordance with Section 3.6(i), an amount in cash (without interest), rounded to the nearest cent, equal to the product obtained by multiplying (i) the fractional share interest to which such former holder would otherwise be entitled by (ii) the Average Closing Price. (i) No cash payment in lieu of fractional shares and no dividends or other distributions with respect to Parent Shares with a record date after the Effective Time will be paid to any holder of an unsurrendered Certificate until the surrender of such Certificate in accordance with this Article III. Subject to the effect of applicable escheat or similar Laws, following the surrender of any such Certificate in accordance herewith, there will be paid to the holder of the New Diamond Shares represented by such Certificate or as otherwise directed by the related letter of transmittal, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional Parent Share to which such holder is entitled pursuant to Section 3.6(h) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to whole Parent Shares to which such holder is entitled pursuant to Section 3.6(c), and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole Parent Shares. Pending such payment, all such amounts shall be deposited by Parent, as promptly as practicable, with the Paying Agent, to be held in trust by the Paying Agent for the benefit of the applicable holders of unsurrendered Certificates. (j) Holders of unsurrendered Certificates shall be entitled to vote after the Effective Time at any meeting of Parent stockholders the number of whole Parent Shares the holder of such Certificates would be entitled to receive in the Emerald Merger, regardless of whether such holders have exchanged their Certificates.

Payment and Exchange of Certificates. (a) Following At the date of this Agreement and in any event not less than three Business Days prior to the mailing of the Proxy Statement to the stockholders of the CompanyClosing Date, Parent or Acquisition Sub shall designate a bank or trust company reasonably acceptable to the Company to act as Paying Agent in connection with the Merger (the “Paying Agent”). At or prior to Acquiror will provide to, and will deposit until the Effective Time, Parent will provide to, or cause the Surviving Corporation to provide toin escrow with, and shall deposit thereafter in trust with, the Paying Agent, Agent the aggregate consideration to which stockholders shareholders of the Company become entitled under this Article III, less the amount of the Deposit previously delivered to the Paying Agent. Until used for that purpose, the funds shall will be invested by the Paying Agent, as directed by Parent Acquiror or the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Mxxxx’x Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, accounts or certificates of deposit with one or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, more commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500 million (based on the most recent financial statements of the banks which are then publicly available at the SEC Securities and Exchange Commission (“SEC”) or otherwise); provided that no such investment or losses thereon shall affect the Per Share Merger Consideration payable to former stockholders of the Company, and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of the former stockholders of the Company in the amount of any such losses. (b) Promptly (but not to exceed five (5) Business Days) after the Effective TimeClosing Date, the Surviving Corporation shall cause the Paying Agent to mail to each person Person who was a record holder of Company Common Stock immediately prior to the Effective TimeClosing, whose shares were are to be converted pursuant to Article III into the right to receive the Per Share Cash Merger Consideration, (i) a form of letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time represented Company Common Stock (each, a “Certificate”) in order to receive payment of the Per Share Cash Merger Consideration (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificate shall will pass, only upon actual delivery of the Certificates to the Paying AgentAgent or the Surviving Corporation (or effective affidavits of loss in lieu thereof), and shall will otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for payment of the Per Share Cash Merger Consideration. In addition, Acquiror and the Surviving Corporation will use commercially reasonable efforts to facilitate (x) the tender of certificates by shareholders to the Paying Agent or the Surviving Corporation, in Albuquerque, New Mexico and southern California, by assisting shareholders to complete required paperwork to tender their shares and (y) the shareholders receipt of payment upon delivery thereof (including, to the extent necessary and consistent with the Company’s past practices, providing indemnities to local banks with respect to payment checks cashed by shareholders at such local banks). Promptly following the Effective Time, the Surviving Corporation shall provide the Paying Agent with a list of the record holders of Company Common Stock as of immediately prior to the Effective Time and, to the extent necessary, instruct the Paying Agent to mail the materials referred to in the preceding sentence to any holders of Company Common Stock to whom such materials were not previously mailed. When the Paying Agent or Surviving Corporation receives a CertificateCertificate (or effective affidavits of loss in lieu thereof), together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent will pay (or, in the case of Certificates surrendered to the Surviving Corporation, the Surviving Corporation shall pay cause the Paying Agent to pay) to the holder of the Shares represented by the CertificateCertificate (or effective affidavits of loss in lieu thereof), or as otherwise directed in the letter of transmittal, the Per Share Cash Merger Consideration with regard to each Share represented by such Certificate, less any required Tax withholdings in accordance with Section 3.5(c3.4(c) below, and the Certificate shall will be cancelledcancelled and will not be outstanding. No interest shall will be paid or accrued on the Per Share Cash Merger Consideration payable upon the surrender of Certificates. If payment is to be made to a Person other than the Person in whose name a surrendered Certificate is registered, it shall will be a condition of payment that the Certificate so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate must provide funds for payment of any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the surrendered Certificate or establish to the satisfaction of the Surviving Corporation that the Tax has been paid or is not applicable. After the Effective TimeClosing Date, a Certificate shall will represent only the right to receive the Per Share Cash Merger Consideration in respect of the Shares represented by such Certificate, without any interest thereon. (c) The Paying Agent may withhold from the sum payable to any Person as a result of the Cash Merger, and pay to the appropriate Taxing Governmental Authorities, any amounts which the Paying Agent or the Surviving Corporation may be required (or may reasonably believe it is required) to withhold under the Code, or any provision of state, local or foreign Tax Law. Any sum which is withheld and paid to a Taxing Governmental Authority as permitted by this Section 3.4 will be deemed to have been paid to the Person with regard to whom it is withheld. (d) In the event that any If a Certificate shall have has been lost, stolen or destroyed, upon the holder’s compliance with Surviving Corporation will cause the replacement requirements established Paying Agent to accept an affidavit of that fact by the Paying AgentPerson claiming such Certificate to be lost, includingstolen or destroyed instead of the Certificate; provided, if necessarythat the Surviving Corporation may require the Person to whom any Cash Merger Consideration is paid, as a condition precedent to the posting by payment thereof, to give the holder of Surviving Corporation a bond in customary amount such sum as indemnity it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to the Surviving Corporation against any claim that may be made against it the Surviving Corporation with respect to the Certificate, the Paying Agent shall deliver in exchange for the Certificate claimed to have been lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration payable in respect of the Shares represented by the Certificate pursuant to this Article IIIdestroyed. (e) At any time which is more than 180 days six (6) months after the Effective Time, Parent shall the Surviving Corporation will be entitled to require the Paying Agent to deliver to it any funds which had been deposited with the Paying Agent and have not been disbursed in accordance with this Article III (including, without limitation, interest and other income received by the Paying Agent in respect of the funds made available to it), and after the funds have been delivered to Parentthe Surviving Corporation, Persons entitled to payment in accordance with this Article III shall will be entitled to look solely to Parent the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) for payment of the Per Share Cash Merger Consideration upon surrender of the Certificates held by them, without any interest thereon; provided, that such Persons will have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable Laws. Any Per Share Merger Consideration portion of the funds deposited with the Paying Agent remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shallGovernmental Authority will, to the extent permitted by applicable Law, become the property of Parent the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Neither the Surviving Corporation, Parent Corporation nor the Paying Agent will be liable to any Person entitled to payment under this Article III for any consideration which is delivered to a public official pursuant to any abandoned property, escheat or similar Law. (f) At From and after the Effective Time, the Surviving Corporation will not record on the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of Surviving Corporation any transfers of Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. After If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer shall transfer, they will be canceled cancelled and exchanged treated as having been surrendered for the Per Share Cash Merger Consideration in respect of the Shares represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than three Business Days prior Prior to the mailing of the Proxy Statement to the stockholders of the CompanyEffective Time, Parent or Acquisition Merger Sub shall designate a bank or trust company reasonably acceptable to the Company to act as Paying Agent in connection with the Merger (the “Paying Agent”). At or prior From time to time after the Effective Time, Parent will provide to, or cause the Surviving Corporation Merger Sub to provide to, and shall deposit in trust with, the Paying Agent, the aggregate consideration to which stockholders of the Company become entitled under this Article III. Until used for that purpose, the funds shall be invested by the Paying Agent, as directed by Parent or the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500 million (based on the most recent financial statements of the banks which are then publicly available at the SEC Securities and Exchange Commission (“SEC”) or otherwise); provided that no such investment or losses thereon shall affect the Per Share Merger Consideration payable to former stockholders of the Company, and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of the former stockholders of the Company in the amount of any such losses. (b) Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each person Person who was a record holder of Company Common Stock immediately prior to the Effective Time, whose shares were converted pursuant to Article III into the right to receive the Per Share Merger Consideration, (i) a form of letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time represented Company Common Stock (each, a “Certificate”) in order to receive payment of the Per Share Merger Consideration (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon actual delivery of the Certificates to the Paying AgentAgent (or effective affidavits of loss in lieu thereof), and shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for payment of the Per Share Merger Consideration. When the Paying Agent receives a CertificateCertificate (or effective affidavits of loss in lieu thereof), together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent shall pay to the holder of the Shares represented by the CertificateCertificate (or effective affidavits of loss in lieu thereof), or as otherwise directed in the letter of transmittal, the Per Share Merger Consideration with regard to each Share represented by such Certificate, less any required Tax withholdings in accordance with Section 3.5(c) below, and the Certificate shall be cancelled. No interest shall be paid or accrued on the Per Share Merger Consideration payable upon the surrender of Certificates. If payment is to be made to a Person other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate must provide funds for payment of any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the surrendered Certificate or establish to the satisfaction of the Surviving Corporation that the Tax has been paid or is not applicable. After the Effective Time, a Certificate shall represent only the right to receive the Per Share Merger Consideration in respect of the Shares represented by such Certificate, without any interest thereon. (c) The Paying Agent may withhold from the sum payable to any Person as a result of the Merger, and pay to the appropriate Taxing Governmental Authorities, any amounts which the Paying Agent or the Surviving Corporation may be required (or may reasonably believe it is required) to withhold under the Code, or any provision of state, local or foreign Tax Law. Any sum which is withheld and paid to a Taxing Governmental Authority as permitted by this Section 3.5 will be deemed to have been paid to the Person with regard to whom it is withheld. (d) In the event that any If a Certificate shall have has been lost, stolen or destroyed, upon the holder’s compliance with Parent will cause the replacement requirements established Paying Agent to accept an affidavit of that fact by the Paying AgentPerson claiming such Certificate to be lost, includingstolen or destroyed instead of the Certificate; provided, if necessarythat Parent may require the Person to whom any Merger Consideration is paid, as a condition precedent to the posting by payment thereof, to give the holder of Surviving Corporation a bond in customary amount such sum as indemnity it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to Parent against any claim that may be made against it the Surviving Corporation with respect to the Certificate, the Paying Agent shall deliver in exchange for the Certificate claimed to have been lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration payable in respect of the Shares represented by the Certificate pursuant to this Article IIIdestroyed. (e) At any time which is more than 180 days six months after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it any funds which had been deposited with the Paying Agent and have not been disbursed in accordance with this Article III (including, without limitation, interest and other income received by the Paying Agent in respect of the funds made available to it), and after the funds have been delivered to Parent, Persons entitled to payment in accordance with this Article III shall be entitled to look solely to Parent (subject to abandoned property, escheat or other similar Laws) for payment of the Per Share Merger Consideration upon surrender of the Certificates held by them, without any interest thereon; provided, that such Persons shall have no greater rights against Parent than may be accorded to general creditors of Parent under applicable Laws. Any Per Share Merger Consideration portion of the funds deposited with the Paying Agent remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Neither the Surviving Corporation, Parent nor the Paying Agent will be liable to any Person entitled to payment under this Article III for any consideration which is delivered to a public official pursuant to any abandoned property, escheat or similar Law. (f) At From and after the Effective Time, the Surviving Corporation shall not record on the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of or the Surviving Corporation any transfers of Shares shares of Common Stock that were outstanding immediately prior to the Effective Time. After If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer transfer, they shall be canceled cancelled and exchanged treated as having been surrendered for the Per Share Merger Consideration in respect of the Shares represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than three (3) Business Days prior to the mailing of the Proxy Statement to the stockholders of the Company, Parent or Acquisition Sub shall designate a bank or trust company reasonably acceptable to the Company to act as Paying Agent paying agent in connection with the Merger (the “Paying Agent”). At or prior to the Effective Time, Parent will provide toshall, or shall cause the Surviving Corporation to provide to, and shall deposit in trust with, the Paying Agent, the aggregate consideration to which stockholders stockholders, holders of the Company Options and holders of Warrants become entitled under this pursuant to Article III. I. Until used for that purpose, the funds shall be invested by the Paying Agent, as directed by Parent or the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500 million 500,000,000 (based on the most recent financial statements of the banks which are then publicly available at the SEC or otherwise); provided that no such investment or losses thereon shall affect the Per Share Merger Consideration payable to former stockholders of the Company, and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of the former stockholders of the Company in the amount of any such losses. (b) Promptly and in any event no later than three (3) Business Days after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each person Person who was a record holder of Company Common Stock immediately prior to the Effective Time, whose shares were converted pursuant to Article III I into the right to receive the Per Share Merger Consideration, (i) a form of letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time represented Company Common Stock (each, a “Certificate”) or non-certificated shares represented by book-entry (“Book-Entry Shares”) in order to receive payment of the Per Share Merger Consideration (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon actual delivery of the Certificates to the Paying AgentAgent (or effective affidavits of loss in lieu thereof), and shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Per Share Merger Consideration. When Upon surrender to the Paying Agent receives of a CertificateCertificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent shall promptly pay to the holder of the Shares represented by the CertificateCertificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, or as otherwise directed in the letter of transmittal, the Per Share Merger Consideration with regard to each Share represented by such CertificateCertificate or Book-Entry Share, less any required Tax withholdings in accordance with Section 3.5(c) 2.2 below, and the Certificate shall be cancelledcanceled. No interest shall be paid or accrued on the Per Share Merger Consideration payable upon the surrender of CertificatesCertificates or Book-Entry Shares. If payment is to be made to a Person holding a Certificate other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate must provide funds for payment of any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the surrendered Certificate or establish to the satisfaction of the Surviving Corporation that the Tax has all Taxes have been paid or is are not applicable. After the Effective Time, a Certificate or Book-Entry Share shall represent only the right to receive the Per Share Merger Consideration in respect of the Shares represented by such CertificateCertificate or Book-Entry Share, without any interest thereon. (c) The Paying Agent may withhold from the sum payable to any Person as If a result of the Merger, and pay to the appropriate Taxing Authorities, any amounts which the Paying Agent or the Surviving Corporation may be required (or may reasonably believe it is required) to withhold under the Code, or any provision of state, local or foreign Tax Law. Any sum which is withheld and paid to a Taxing Authority as permitted by this Section will be deemed to have been paid to the Person with regard to whom it is withheld. (d) In the event that any Certificate shall have has been lost, stolen or destroyed, upon the holder’s compliance with Surviving Corporation will cause the replacement requirements established Paying Agent to accept an affidavit of that fact by the Paying AgentPerson claiming such Certificate to be lost, includingstolen or destroyed instead of the Certificate; provided, if necessarythat the Surviving Corporation may require the Person to whom any Merger Consideration is paid, as a condition precedent to the posting by payment thereof, to give the holder of Surviving Corporation a bond in customary amount such sum as indemnity it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to the Surviving Corporation against any claim that may be made against it the Surviving Corporation with respect to the Certificate, the Paying Agent shall deliver in exchange for the Certificate claimed to have been lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration payable in respect of the Shares represented by the Certificate pursuant to this Article IIIdestroyed. (ed) At any time which is more than 180 days one (1) year after the Effective Time, Parent the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been deposited with the Paying Agent and have not been disbursed in accordance with this Article III II (including, without limitation, including interest and other income received by the Paying Agent in respect of the funds made available to it), and after the funds have been delivered to Parentthe Surviving Corporation, Persons entitled to payment in accordance with this Article III II shall be entitled to look solely to Parent the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) for payment of the Per Share Merger Consideration upon surrender of the Certificates held by them, without any interest thereon; provided, that such Persons shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable Laws. Any Per Share Merger Consideration portion of the funds deposited with the Paying Agent remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity Governmental Entity shall, to the extent permitted by applicable Law, become the property of Parent the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Neither None of the Surviving Corporation, Parent nor Parent, Merger Sub, any of their respective Affiliates or the Paying Agent will be liable to any Person entitled to payment under this Article III II for any consideration which is delivered to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (fe) At From and after the Effective Time, the Surviving Corporation shall not record on the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of or the Surviving Corporation any transfers of Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. After If, after the Effective Time, Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares are presented to the Surviving Corporation for transfer transfer, they shall be canceled and exchanged treated as having been surrendered for the Per Share Merger Consideration in respect of the Shares represented thereby.

Payment and Exchange of Certificates. (a) Following the date of this Agreement and in any event not less than three (3) Business Days prior to the mailing of the Proxy Statement to the stockholders shareholders of the Company, Parent or Acquisition Sub shall designate a bank or trust company reasonably acceptable to the Company to act as Paying Agent paying agent in connection with the Merger (the “Paying Agent”). At or prior Prior to the Effective TimeClosing Date, Parent will provide to, or cause the Surviving Corporation to provide to, and shall deposit in trust with, with the Paying Agent, Agent the aggregate consideration to which stockholders of the Company shareholders become entitled under this Article III. pursuant to ARTICLE I. Until used for that purpose, the funds shall be invested by the Paying Agent, as directed by Parent or the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500 million (based on the most recent financial statements of the banks which are then publicly available at the SEC or otherwise)a daily basis; provided that no such investment income or losses loss thereon shall affect the Per Share Merger Consideration amount payable to former stockholders of the Company, and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of the former stockholders shareholders of the Company in the amount of any such lossespursuant to this ARTICLE II. (b) Promptly and in any event no later than five (5) Business Days after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each person Person who was a record holder of Company Common Stock immediately prior to the Effective Time, whose shares were converted pursuant to Article III ARTICLE I into the right to receive the Per Share Merger Consideration, (i) a form of letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time represented Company Common Stock (each, a “Certificate”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in order to receive payment of the Per Share Merger Consideration (which which, for certificated Shares, shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon actual delivery of the Certificates to the Paying AgentAgent (or effective affidavits of loss in lieu thereof)), and shall otherwise be in customary form) such form and have such other provisions as Parent and Company may reasonably agree and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Per Share Merger Consideration. When Upon surrender to the Paying Agent receives of a CertificateCertificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, together with a properly completed and executed letter of transmittal and any other documents as may be reasonably required documentsby such instructions, the Paying Agent shall promptly pay to the holder of the Shares represented by the Certificate, or as otherwise directed in the letter of transmittalShares, the Per Share Merger Consideration with regard to each Share represented by such Certificate, affidavit or Book-Entry Share, less any required Tax withholdings in accordance with Section 3.5(c) below2.2, and the such Certificate or Book-Entry Share shall be cancelledcanceled. No interest shall be paid or accrued on the Per Share Merger Consideration payable upon the surrender of CertificatesCertificates or Book-Entry Shares. If payment is to be made to a Person holding a Certificate other than the Person in whose name a surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate must provide funds for payment of any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the surrendered Certificate or establish to the satisfaction of the Surviving Corporation that the Tax has all Taxes have been paid or is are not applicable. After the Effective Time, a Certificate or Book-Entry Share shall represent for all purposes only the right to receive the Per Share Merger Consideration in respect of the Shares represented by such CertificateCertificate or Book-Entry Share, without any interest thereon. (c) The Paying Agent may withhold from the sum payable to any Person as a result . All cash paid upon surrender of the Merger, and pay to the appropriate Taxing Authorities, any amounts which the Paying Agent Certificates or the Surviving Corporation may be required (or may reasonably believe it is required) to withhold under the Code, or any provision of state, local or foreign Tax Law. Any sum which is withheld and paid to a Taxing Authority as permitted by Book-Entry Shares in accordance with this Section will ARTICLE II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Person with regard to whom it is withheldsuch Shares. (dc) In the event that any If a Certificate shall have has been lost, stolen or destroyed, upon the holder’s compliance with Surviving Corporation will cause the replacement requirements established Paying Agent to accept an affidavit of that fact by the Paying AgentPerson claiming such Certificate to be lost, includingstolen or destroyed instead of the Certificate; provided, if necessarythat the Surviving Corporation may require the Person to whom any Merger Consideration is paid, as a condition precedent to the posting by payment thereof, to give the holder of Surviving Corporation a bond in customary such reasonable amount as indemnity it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to the Surviving Corporation against any claim that may be made against it the Surviving Corporation with respect to the Certificate, the Paying Agent shall deliver in exchange for the Certificate claimed to have been lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration payable in respect of the Shares represented by the Certificate pursuant to this Article IIIdestroyed. (ed) At any time which is more than 180 days one (1) year after the Effective Time, Parent the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been deposited with the Paying Agent and have not been disbursed in accordance with this Article III ARTICLE II (including, without limitation, including interest and other income received by the Paying Agent in respect of the funds made available to it), and after the funds have been delivered to Parentthe Surviving Corporation, Persons entitled to payment in accordance with this Article III ARTICLE II shall be entitled to look solely to Parent the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) for payment of the Per Share Merger Consideration upon surrender of the Certificates (or effective affidavit of loss in lieu thereof) or Book-Entry Shares held by them, without any interest thereon; provided, that such Persons shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable Laws. Any Per Share Merger Consideration portion of the funds deposited with the Paying Agent remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity Governmental Entity shall, to the extent permitted by applicable Law, become the property of Parent the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Neither None of the Surviving Corporation, Parent nor Parent, Merger Sub, any of their respective Affiliates or the Paying Agent will be liable to any Person entitled to payment under this Article III ARTICLE II for any consideration which is delivered to a public official or Governmental Entity pursuant to any abandoned property, escheat or similar Law. (fe) At From and after the Effective Time, the Surviving Corporation shall not record on the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of or the Surviving Corporation any transfers of Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. After If, after the Effective Time, Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares are presented to the Surviving Corporation for transfer transfer, they shall be canceled and exchanged treated as having been surrendered for the Per Share Merger Consideration in respect of the Shares represented thereby.

Payment and Exchange of Certificates. (a) Following At the date of this Agreement and in any event not less than three Business Days prior to the mailing of the Proxy Statement to the stockholders of the CompanyClosing Date, Parent or Acquisition Sub shall designate a bank or trust company reasonably acceptable to the Company to act as Paying Agent in connection with the Merger (the “Paying Agent”). At or prior to Acquiror will provide to, and will deposit until the Effective Time, Parent will provide to, or cause the Surviving Corporation to provide toin escrow with, and shall deposit thereafter in trust with, the Paying Agent, Agent the aggregate consideration to which stockholders shareholders of the Company become entitled under this Article III, less the amount of the Deposit previously delivered to the Paying Agent. Until used for that purpose, the funds shall will be invested by the Paying Agent, as directed by Parent Acquiror or the Surviving Corporation, in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Xxxxx'x Investors Services Inc. or Standard & Poor’s 's Corporation, or in deposit accounts, accounts or certificates of deposit with one or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, more commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500 million (based on the most recent financial statements of the banks which are then publicly available at the SEC Securities and Exchange Commission ("SEC") or otherwise); provided that no such investment or losses thereon shall affect the Per Share Merger Consideration payable to former stockholders of the Company, and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Paying Agent for the benefit of the former stockholders of the Company in the amount of any such losses. (b) Promptly (but not to exceed five (5) Business Days) after the Effective TimeClosing Date, the Surviving Corporation shall cause the Paying Agent to mail to each person Person who was a record holder of Company Common Stock immediately prior to the Effective TimeClosing, whose shares were are to be converted pursuant to Article III into the right to receive the Per Share Cash Merger Consideration, (i) a form of letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time represented Company Common Stock (each, a “"Certificate”") in order to receive payment of the Per Share Cash Merger Consideration (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificate shall will pass, only upon actual delivery of the Certificates to the Paying AgentAgent or the Surviving Corporation (or effective affidavits of loss in lieu thereof), and shall will otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for payment of the Per Share Cash Merger Consideration. In addition, Acquiror and the Surviving Corporation will use commercially reasonable efforts to facilitate (x) the tender of certificates by shareholders to the Paying Agent or the Surviving Corporation, in Albuquerque, New Mexico and southern California, by assisting shareholders to complete required paperwork to tender their shares and (y) the shareholders receipt of payment upon delivery thereof (including, to the extent necessary and consistent with the Company's past practices, providing indemnities to local banks with respect to payment checks cashed by shareholders at such local banks). Promptly following the Effective Time, the Surviving Corporation shall provide the Paying Agent with a list of the record holders of Company Common Stock as of immediately prior to the Effective Time and, to the extent necessary, instruct the Paying Agent to mail the materials referred to in the preceding sentence to any holders of Company Common Stock to whom such materials were not previously mailed. When the Paying Agent or Surviving Corporation receives a CertificateCertificate (or effective affidavits of loss in lieu thereof), together with a properly completed and executed letter of transmittal and any other required documents, the Paying Agent will pay (or, in the case of Certificates surrendered to the Surviving Corporation, the Surviving Corporation shall pay cause the Paying Agent to pay) to the holder of the Shares represented by the CertificateCertificate (or effective affidavits of loss in lieu thereof), or as otherwise directed in the letter of transmittal, the Per Share Cash Merger Consideration with regard to each Share represented by such Certificate, less any required Tax withholdings in accordance with Section 3.5(c3.4(c) below, and the Certificate shall will be cancelledcancelled and will not be outstanding. No interest shall will be paid or accrued on the Per Share Cash Merger Consideration payable upon the surrender of Certificates. If payment is to be made to a Person other than the Person in whose name a surrendered Certificate is registered, it shall will be a condition of payment that the Certificate so surrendered must be properly endorsed or otherwise be in proper form for transfer, and the Person who surrenders the Certificate must provide funds for payment of any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the surrendered Certificate or establish to the satisfaction of the Surviving Corporation that the Tax has been paid or is not applicable. After the Effective TimeClosing Date, a Certificate shall will represent only the right to receive the Per Share Cash Merger Consideration in respect of the Shares represented by such Certificate, without any interest thereon. (c) The Paying Agent may withhold from the sum payable to any Person as a result of the Cash Merger, and pay to the appropriate Taxing Governmental Authorities, any amounts which the Paying Agent or the Surviving Corporation may be required (or may reasonably believe it is required) to withhold under the Code, or any provision of state, local or foreign Tax Law. Any sum which is withheld and paid to a Taxing Governmental Authority as permitted by this Section 3.4 will be deemed to have been paid to the Person with regard to whom it is withheld. (d) In the event that any If a Certificate shall have has been lost, stolen or destroyed, upon the holder’s compliance with Surviving Corporation will cause the replacement requirements established Paying Agent to accept an affidavit of that fact by the Paying AgentPerson claiming such Certificate to be lost, includingstolen or destroyed instead of the Certificate; provided, if necessarythat the Surviving Corporation may require the Person to whom any Cash Merger Consideration is paid, as a condition precedent to the posting by payment thereof, to give the holder of Surviving Corporation a bond in customary amount such sum as indemnity it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to the Surviving Corporation against any claim that may be made against it the Surviving Corporation with respect to the Certificate, the Paying Agent shall deliver in exchange for the Certificate claimed to have been lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration payable in respect of the Shares represented by the Certificate pursuant to this Article IIIdestroyed. (e) At any time which is more than 180 days six (6) months after the Effective Time, Parent shall the Surviving Corporation will be entitled to require the Paying Agent to deliver to it any funds which had been deposited with the Paying Agent and have not been disbursed in accordance with this Article III (including, without limitation, interest and other income received by the Paying Agent in respect of the funds made available to it), and after the funds have been delivered to Parentthe Surviving Corporation, Persons entitled to payment in accordance with this Article III shall will be entitled to look solely to Parent the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) for payment of the Per Share Cash Merger Consideration upon surrender of the Certificates held by them, without any interest thereon; provided, that such Persons will have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable Laws. Any Per Share Merger Consideration portion of the funds deposited with the Paying Agent remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shallwill, to the extent permitted by applicable Law, become the property of Parent the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Neither the Surviving Corporation, Parent Corporation nor the Paying Agent will be liable to any Person entitled to payment under this Article III for any consideration which is delivered to a public official pursuant to any abandoned property, escheat or similar Law. (f) At From and after the Effective Time, the Surviving Corporation will not record on the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of Surviving Corporation any transfers of Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. After If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer shall transfer, they will be canceled cancelled and exchanged treated as having been surrendered for the Per Share Cash Merger Consideration in respect of the Shares represented thereby.