Common use of Payment for Common Shares Clause in Contracts

Payment for Common Shares. (a) Prior to the Effective Time, HK and the Company shall designate the Company's registrar and transfer agent or such other bank or trust company as may be approved by HK and the Company Board, to act as exchange agent for the holders of Common Shares in connection with the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK (the "Exchange Agent"), to receive the funds to which holders of Common Shares shall become entitled pursuant to Section 2.1(b) hereof. At the Effective Time, HK shall deposit, or HK shall otherwise take all steps necessary to cause to be deposited, in trust with the Exchange Agent in an account for the benefit of holders of Common Shares (the "Exchange Fund") the aggregate Merger Consideration to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof. (b) Promptly after the Effective Time, and in any event not later than three business days following the Effective Time, HK shall cause the Exchange Agent to mail to each record holder of certificates (the "Certificates") that immediately prior to the Effective Time represented Common Shares (other than Rollover Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or an Affidavit of Loss in Lieu of Lost Certificate (as defined below) to the Exchange Agent and instructions for use in surrendering such Certificates and receiving the Merger Consideration in respect thereof. (c) In effecting the payment of the Merger Consideration in respect of Common Shares (other than Rollover Shares) represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(b) hereof, upon the surrender of each such Certificate, together with a letter of transmittal duly executed, the Exchange Agent shall promptly, and in any event not later than three business days following receipt of such Certificates and letter of transmittal, pay the holder of such Certificate the Merger Consideration multiplied by the number of Common Shares (other than Rollover Shares) represented by such Certificate, in consideration therefor. Upon such payment such Certificate shall forthwith be canceled. (d) Until surrendered in accordance with paragraph (c) above, each such Certificate (other than Certificates representing Common Shares held by HK or any of its affiliates, in the treasury of the Company or by any wholly owned subsidiary of the Company or Rollover Shares) shall represent solely the right to receive the aggregate Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed (an "Affidavit of Loss in Lieu of Lost Certificate"), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof, provided that the Person to whom the Merger Consideration is paid may, as a condition precedent to the payment thereof, be required to give the Surviving Corporation a bond in such sum as it may direct or may otherwise be required to indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. (f) No dividends or other distributions with respect to Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Common Shares represented thereby until the surrender of such Certificates or delivery of an Affidavit of Loss in Lieu of Lost Certificate in accordance with this Section 2.3. (g) Promptly following the date which is 180 days after the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Common Share (other than the Rollover Shares) may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest or dividends thereon. (h) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares (other than the Rollover Shares) are presented to the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article 2. (i) None of HK, the Company or Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Payment for Common Shares. (a) Prior From and after the Effective Time, such bank or trust company as shall be designated by Parent and reasonably acceptable to the Company shall act as paying agent (the “Paying Agent”) in effecting the payment of the Merger Price in respect of certificates (the “Certificates”) that, prior to the Effective Time, HK and the Company shall designate the Company's registrar and transfer agent or such other bank or trust company as may be approved by HK and the Company Board, to act as exchange agent for the holders of represented Common Shares in connection with entitled to payment of the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK (the "Exchange Agent"), to receive the funds to which holders of Common Shares shall become entitled Merger Price pursuant to Section 2.1(b) hereof2.7. At Promptly following the Effective Time, HK Parent or the Purchaser shall deposit, or HK shall otherwise take all steps necessary to cause to be deposited, in trust with the Exchange Paying Agent in an account for the benefit of holders of Common Shares (the "Exchange Fund") the aggregate Merger Consideration Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof2.7 (such cash being hereinafter referred to as the “Exchange Fund”). (b) Promptly after the Effective Time, and in any event not later than three business days following the Effective Time, HK Parent shall cause the Exchange Paying Agent to mail to each record holder of certificates (the "Certificates") Certificates that immediately prior to the Effective Time represented Common Shares (other than Rollover Sharesi) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or an Affidavit of Loss in Lieu of Lost Certificate (as defined below) to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering such Certificates and receiving the Merger Consideration Price in respect thereof. (c) In effecting the payment of the Merger Consideration in respect of Common Shares (other than Rollover Shares) represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(b) hereof, upon . Upon the surrender of each such Certificate, Certificate to the Paying Agent together with a letter of transmittal duly executed, the Exchange Agent shall promptly, and in any event not later than three business days following receipt of such Certificates and letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Paying Agent shall pay the holder of such Certificate the Merger Consideration Price multiplied by the number of Common Shares (other than Rollover Shares) formerly represented by such Certificate, in consideration therefor. Upon such payment , and such Certificate shall forthwith be canceled. (d) cancelled. Until surrendered in accordance with paragraph (c) aboveso surrendered, each such Certificate (other than Certificates representing Common Shares held by HK Parent or any of its affiliatesthe Purchaser, in the treasury of the Company or by any wholly owned subsidiary of Parent or the Purchaser or by any wholly owned Subsidiary of the Company or Rollover Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person Person other than the person Person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person Person surrendering such Common Shares shall pay to the Exchange Paying Agent any transfer or other similar taxes required by reason of the payment of the Merger Consideration Price to a person Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax has been paid or is not applicable. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed (an "Affidavit of Loss in Lieu of Lost Certificate"), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof, provided that the Person to whom the Merger Consideration is paid may, as a condition precedent to the payment thereof, be required to give the Surviving Corporation a bond in such sum as it may direct or may otherwise be required to indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. (f) No dividends or other distributions with respect to Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Common Shares represented thereby until the surrender of such Certificates or delivery of an Affidavit of Loss in Lieu of Lost Certificate in accordance with this Section 2.3. (gc) Promptly following the date which is 180 days after the Effective Time, the Exchange Paying Agent shall deliver to the Surviving Corporation any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed, and all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Paying Agent's ’s duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Common Share (other than shall look only to the Rollover Shares) Surviving Corporation for payment of claims to the Merger Price and may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration Price relating thereto, without any interest or dividends thereon. (hd) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares (other than the Rollover Shares) are presented to the Surviving Corporation or the Exchange Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Consideration Price relating theretothereto (subject to applicable abandoned property, escheat and similar laws), as provided in this Article 2Three. (i) None of HK, the Company or Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Payment for Common Shares. (a) Prior From and after the Effective Time, such bank or trust company as shall be designated by Parent and reasonably acceptable to the Company shall act as paying agent (the “Paying Agent”) in effecting the payment of the Merger Price in respect of certificates (the “Certificates”) that, prior to the Effective Time, HK and the Company shall designate the Company's registrar and transfer agent or such other bank or trust company as may be approved by HK and the Company Board, to act as exchange agent for the holders of represented Common Shares in connection with entitled to payment of the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK (the "Exchange Agent"), to receive the funds to which holders of Common Shares shall become entitled Merger Price pursuant to Section 2.1(b) hereof2.7. At Promptly following the Effective Time, HK Parent or the Purchaser shall deposit, or HK shall otherwise take all steps necessary to cause to be deposited, in trust with the Exchange Paying Agent in an account for the benefit of holders of Common Shares (the "Exchange Fund") the aggregate Merger Consideration Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof2.7. (b) Promptly after the Effective Time, and in any event not later than three business days following the Effective Time, HK Parent shall cause the Exchange Paying Agent to mail to each record holder of certificates (the "Certificates") Certificates that immediately prior to the Effective Time represented Common Shares (other than Rollover Sharesi) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or an Affidavit of Loss in Lieu of Lost Certificate (as defined below) to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions for use in surrendering such Certificates and receiving the Merger Consideration Price in respect thereof. (c) In effecting the payment of the Merger Consideration in respect of Common Shares (other than Rollover Shares) represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(b) hereof, upon . Upon the surrender of each such Certificate, together with a letter of transmittal duly executed, the Exchange Paying Agent shall promptly, and in any event not later than three business days following receipt of such Certificates and letter of transmittal, pay the holder of such Certificate the Merger Consideration Price multiplied by the number of Common Shares (other than Rollover Shares) formerly represented by such Certificate, in consideration therefor. Upon such payment , and such Certificate shall forthwith be canceled. (d) cancelled. Until surrendered in accordance with paragraph (c) aboveso surrendered, each such Certificate (other than Certificates representing Common Shares held by HK Parent or the Purchaser, any wholly owned subsidiary of its affiliatesParent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary Subsidiary of the Company or Rollover Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person Person other than the person Person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person Person surrendering such Common Shares shall pay to the Exchange Paying Agent any transfer or other similar taxes required by reason of the payment of the Merger Consideration Price to a person Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax has been paid or is not applicable. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed (an "Affidavit of Loss in Lieu of Lost Certificate"), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof, provided that the Person to whom the Merger Consideration is paid may, as a condition precedent to the payment thereof, be required to give the Surviving Corporation a bond in such sum as it may direct or may otherwise be required to indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. (f) No dividends or other distributions with respect to Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Common Shares represented thereby until the surrender of such Certificates or delivery of an Affidavit of Loss in Lieu of Lost Certificate in accordance with this Section 2.3. (gc) Promptly following the date which is 180 days after the Effective Time, the Exchange Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Paying Agent's ’s duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Common Share (other than the Rollover Shares) may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration Price relating thereto, without any interest or dividends thereon. (hd) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares (other than the Rollover Shares) are presented to the Surviving Corporation or the Exchange Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Consideration Price relating theretothereto (subject to applicable abandoned property, escheat and similar laws), as provided in this Article 2Three. (i) None of HK, the Company or Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Payment for Common Shares. (a) Prior to the Effective Time, HK ICS and the Company shall designate the Company's registrar and transfer agent or such other bank or trust company as may be approved by HK ICS and the Company Board, to act as exchange agent for the holders of Common Shares in connection with the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK ICS (the "Exchange Agent"), to receive the funds to which holders of Common Shares shall become entitled pursuant to Section 2.1(b) hereof. At the Effective Time, HK ICS shall deposit, or HK ICS shall otherwise take all steps necessary to cause to be deposited, in trust with the Exchange Agent in an account for the benefit of holders of Common Shares (the "Exchange Fund") the aggregate Merger Consideration to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof. (b) Promptly after the Effective Time, and in any event not later than three business days following the Effective Time, HK ICS shall cause the Exchange Agent to mail to each record holder of certificates (the "Certificates") that immediately prior to the Effective Time represented Common Shares (other than Rollover Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or an Affidavit of Loss in Lieu of Lost Certificate (as defined below) to the Exchange Agent and instructions for use in surrendering such Certificates and receiving the Merger Consideration in respect thereof. (c) In effecting the payment of the Merger Consideration in respect of Common Shares (other than Rollover Shares) represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(b) hereof, upon the surrender of each such Certificate, together with a letter of transmittal duly executed, the Exchange Agent shall promptly, and in any event not later than three business days following receipt of such Certificates and letter of transmittal, pay the holder of such Certificate the Merger Consideration multiplied by the number of Common Shares (other than Rollover Shares) represented by such Certificate, in consideration therefor. Upon such payment such Certificate shall forthwith be canceled. (d) Until surrendered in accordance with paragraph (c) above, each such Certificate (other than Certificates representing Common Shares held by HK ICS or any of its affiliates, in the treasury of the Company or by any wholly owned subsidiary of the Company or Dissenting Shares or Rollover Shares) shall represent solely the right to receive the aggregate Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed (an "Affidavit of Loss in Lieu of Lost Certificate"), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof, provided that the Person to whom the Merger Consideration is paid mayshall, as a condition precedent to the payment thereof, be required to give the Surviving Corporation a bond in such sum as it may direct or may otherwise be required to indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. (f) No dividends or other distributions with respect to Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Common Shares represented thereby until the surrender of such Certificates or delivery of an Affidavit of Loss in Lieu of Lost Certificate in accordance with this Section 2.3. (g) Promptly following the date which is 180 days after the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Common Share (other than the Rollover Shares) may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest or dividends thereon. (h) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares (other than the Rollover Shares) are presented to the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article 2. (i) None of HKICS, the Company or Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Payment for Common Shares. (a) Prior From and after the Effective Time, such bank or trust company as shall be mutually acceptable to Parent and the Company shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that, prior to the Effective Time, HK and the Company shall designate the Company's registrar and transfer agent or such other bank or trust company as may be approved by HK and the Company Board, to act as exchange agent for the holders of represented Common Shares in connection with entitled to payment of the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK (the "Exchange Agent"), to receive the funds to which holders of Common Shares shall become entitled Merger Price pursuant to Section 2.1(b) hereof2.7. At or prior to the Effective Time, HK Parent or the Purchaser shall deposit, or HK Parent shall otherwise take all steps necessary to cause to be deposited, in trust with the Exchange Paying Agent in an account for the benefit of holders of Common Shares (the "Exchange Fund") the aggregate Merger Consideration Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof2.7, assuming for such purpose that there will be no Dissenting Shares. (b) Promptly after the Effective Time, and in any event not later than three business days following the Effective Time, HK Parent shall cause the Exchange Paying Agent to mail to each record holder of certificates (the "Certificates") Certificates that immediately prior to the Effective Time represented Common Shares (other than Rollover Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or an Affidavit of Loss in Lieu of Lost Certificate (as defined below) to the Exchange Paying Agent and instructions for use in surrendering such Certificates and receiving the Merger Consideration Price in respect thereof. (c) In effecting the payment of the Merger Consideration in respect of Common Shares (other than Rollover Shares) represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(b) hereof, upon . Upon the surrender of each such Certificate, together with a letter of transmittal duly executed, the Exchange Paying Agent shall promptly, and in any event not later than three business days following receipt of such Certificates and letter of transmittal, pay the holder of such Certificate the Merger Consideration Price multiplied by the number of Common Shares (other than Rollover Shares) formerly represented by such Certificate, in consideration therefor. Upon such payment , and such Certificate shall forthwith be canceled. (d) . Until surrendered in accordance with paragraph (c) aboveso surrendered, each such Certificate (other than Certificates representing Common Shares held by HK Parent or the Purchaser, any wholly owned subsidiary of its affiliatesParent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company or Rollover Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Exchange Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax has been paid or is not applicable. (ec) In the event any Certificate shall have been lost, stolen The Purchaser or destroyed, upon the making of an affidavit of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed (an "Affidavit of Loss in Lieu of Lost Certificate"), the Exchange Agent will issue in exchange for shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Common Shares such lost, stolen amounts as the Purchaser or destroyed Certificate the Merger Consideration deliverable in respect thereof, provided that the Person to whom the Merger Consideration Exchange Agent is paid may, as a condition precedent to the payment thereof, be required to give the Surviving Corporation a bond in such sum as it may direct or may otherwise be required to indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation deduct and withhold with respect to the Certificate claimed to have been lostmaking of such payment under the United States Internal Revenue Code of 1986, stolen as amended, and the rules and regulations thereunder (the "Code"), or destroyed. (f) No dividends any provision of United States state or other distributions with respect to Common Shares with a record date after local or foreign tax law. To the Effective Time extent that amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of any unsurrendered Certificate with respect to the Common Shares represented thereby until the surrender in respect of which such Certificates or delivery of an Affidavit of Loss in Lieu of Lost Certificate in accordance with this Section 2.3deduction and withholding was made. (gd) Promptly following the date which is 180 120 days after the Effective Time, the Exchange Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Common Share (other than the Rollover Shares) may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration Price relating thereto, without any interest or dividends thereon. (he) Neither the Company, the Purchaser, Parent, nor the Surviving Corporation shall be liable to any holder of Common Shares for any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares (other than the Rollover Shares) are presented to the Surviving Corporation or the Exchange Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Consideration Price relating thereto, as provided in this Article 2III. (i) None of HK, the Company or Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Payment for Common Shares. (a) Prior From and after the Effective Time, a bank or trust company designated by Purchaser shall act as paying agent (the "Paying Agent") in effecting the ------------ payment of the Merger Price in respect of certificates (the "Share ----- Certificates") that, prior to the Effective Time, HK and the Company shall designate the Company's registrar and transfer agent or such other bank or trust company as may be approved by HK and the Company Board, to act as exchange agent for the holders of represented Common Shares in connection with entitled to payment of the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK (the "Exchange Agent"), to receive the funds to which holders of Common Shares shall become entitled Merger Price pursuant to Section 2.1(b) hereof2.07. At the ------------ Effective Time, HK Purchaser shall deposit, or HK shall otherwise take all steps necessary to cause to be deposited, in trust with the Exchange Paying Agent in an account for the benefit of holders of Common Shares (the "Exchange Fund") the aggregate Merger Consideration Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof.2.07. ------------- (b) Promptly after the Effective Time, and in any event not later than three business days following the Effective Time, HK Paying Agent shall cause the Exchange Agent to mail to each record holder of certificates (the "Certificates") that Share Certificates that, immediately prior to the Effective Time Time, represented Common Shares (other than Rollover SharesShare Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser or any wholly-owned subsidiary of Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company) (i) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates shall pass, only upon proper delivery of the Share Certificates or an Affidavit of Loss in Lieu of Lost Certificate (as defined below) to the Exchange Paying Agent and which shall be in such form and have such other provisions as Purchaser may reasonably specify and (ii) instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Consideration Price in respect thereof. (c) In effecting the payment of the Merger Consideration in respect of Common Shares (other than Rollover Shares) represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(b) hereof, upon the . Upon surrender of each such Certificate, Share Certificate together with a such letter of transmittal duly executedcompleted and validly executed in accordance with the instructions thereto, the Exchange Paying Agent shall promptly, and in any event not later than three business days following receipt of such Certificates and letter of transmittal, pay the holder of such Share Certificate the Merger Consideration Price multiplied by the number of Common Shares (other than Rollover Shares) formerly represented by such Certificate, Share Certificate in consideration therefor. Upon , and such payment such Share Certificate shall forthwith be canceled. (d) cancelled. Until surrendered in accordance with paragraph (c) aboveso surrendered, each such Share Certificate (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by HK or Purchaser, any wholly-owned subsidiary of its affiliatesPurchaser, in the treasury of the Company or by any wholly wholly-owned subsidiary of the Company or Rollover SharesCompany) shall represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Share Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price, that the Share Certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed, or otherwise be in proper form for transfer and that the person surrendering such Common Shares Share Certificates shall pay to the Exchange Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration Price, to a person other than the registered holder of the Share Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax has been paid or is not applicable. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed (an "Affidavit of Loss in Lieu of Lost Certificate"), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof, provided that the Person to whom the Merger Consideration is paid may, as a condition precedent to the payment thereof, be required to give the Surviving Corporation a bond in such sum as it may direct or may otherwise be required to indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. (f) No dividends or other distributions with respect to Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Common Shares represented thereby until the surrender of such Certificates or delivery of an Affidavit of Loss in Lieu of Lost Certificate in accordance with this Section 2.3. (gc) Promptly following the date which that is 180 days six months after the Effective Time, the Exchange Paying Agent shall deliver to the Surviving Corporation all cash, Share Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Paying Agent's duties shall terminate. Thereafter, each holder of a Share Certificate formerly representing a Common Share (other than the Rollover Shares) may surrender such Certificate shall thereafter look only to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar lawsas a general creditor thereof) receive in consideration therefor for payment of its claim for the aggregate Merger Consideration relating thereto, Price (without any interest or dividends thereon). (h) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares (other than the Rollover Shares) are presented to the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article 2. (i) None of HK, the Company or Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Payment for Common Shares. (a) Prior to From and after the Effective Time, HK and the Company shall designate the Company's registrar and transfer agent The Bank of New York or such other bank or trust company as may shall be approved by HK mutually acceptable to Parent and the Company Board, to shall act as exchange paying agent for the holders of Common Shares in connection with the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK (the "Exchange Paying Agent")) in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that, prior to receive the funds to which holders of Effective Time, represented Common Shares shall become entitled to payment of the Merger Price pursuant to Section 2.1(b) hereof2.7. At the Effective Time, HK Parent or the Purchaser shall deposit, or HK shall otherwise take all steps necessary to cause to be deposited, in trust with the Exchange Paying Agent in an account for the benefit of holders of Common Shares (the "Exchange Fund") the aggregate Merger Consideration Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof2.7. (b) Promptly after the Effective Time, and in any event not later than three business days following the Effective Time, HK Paying Agent shall cause the Exchange Agent to mail to each record holder of certificates (the "Certificates") that immediately prior to the Effective Time represented Common Shares (other than Rollover Shares) Certificates a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or an Affidavit of Loss in Lieu of Lost Certificate (as defined below) to the Exchange Paying Agent and instructions for use in surrendering such Certificates and receiving the Merger Consideration Price in respect thereof. (c) In effecting the payment of the Merger Consideration in respect of Common Shares (other than Rollover Shares) represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(b) hereof, upon . Upon the surrender of each such Certificate, together with a letter of transmittal duly executed, the Exchange Paying Agent shall promptly, and in any event not later than three business days following receipt of such Certificates and letter of transmittal, pay the holder of such Certificate the Merger Consideration Price multiplied by the number of Common Shares (other than Rollover Shares) formerly represented by such Certificate, in consideration therefor. Upon such payment , and such Certificate shall forthwith be canceled. (d) cancelled. Until surrendered in accordance with paragraph (c) aboveso surrendered, each such Certificate (other than Certificates representing Common Shares held by HK Parent or the Purchaser, any wholly owned subsidiary of its affiliatesParent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company or Rollover Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable.the (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed (an "Affidavit of Loss in Lieu of Lost Certificate"), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof, provided that the Person to whom the Merger Consideration is paid may, as a condition precedent to the payment thereof, be required to give the Surviving Corporation a bond in such sum as it may direct or may otherwise be required to indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. (f) No dividends or other distributions with respect to Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Common Shares represented thereby until the surrender of such Certificates or delivery of an Affidavit of Loss in Lieu of Lost Certificate in accordance with this Section 2.3. (gc) Promptly following the date which is 180 days after the Effective Time, the Exchange Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Common Share (other than the Rollover Shares) may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration Price relating thereto, without any interest or dividends thereon. Notwithstanding the foregoing, none of Parent, the Purchaser, the Company or the Paying Agent shall be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article III would otherwise escheat to or become the property of any Governmental Entity, the cash payment in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interests of any person previously entitled thereto. (hd) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares (other than the Rollover Shares) are presented to the Surviving Corporation or the Exchange Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Consideration Price relating thereto, as provided in this Article 2III. (i) None of HK, the Company or Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Payment for Common Shares. (a) Prior to From and after the Effective Time, HK and the Company shall designate the Company's registrar and transfer agent The Bank of New York, or such other bank or trust company as may shall be approved by HK mutually acceptable to Parent and the Company BoardCompany, to shall act as exchange paying agent for the holders of Common Shares in connection with the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK (the "Exchange Paying Agent")) in effecting the payment of the Merger Consideration in respect of certificates (the "Certificates") that, prior to receive the funds to which holders of Effective Time, represented Common Shares shall become entitled to payment of the Merger Consideration pursuant to Section 2.1(b) hereof2.05. At the Effective Time, HK Parent or the Purchaser shall deposit, or HK shall otherwise take all steps necessary to cause to be deposited, in trust with the Exchange Paying Agent in an account for the benefit of holders of Common Shares (the "Exchange Fund") the aggregate Merger Consideration to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof2.05. (b) Promptly after the Effective Time, and in any event not later than three business days following the Effective Time, HK Paying Agent shall cause the Exchange Agent to mail to each record holder of certificates (the "Certificates") Certificates that immediately prior to the Effective Time represented Common Shares (other than Rollover SharesCertificates representing Dissenting Shares and Certificates representing Common Shares held by Parent, the Purchaser, or the Company) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or an Affidavit of Loss in Lieu of Lost Certificate (as defined below) to the Exchange Paying Agent and instructions for use in surrendering such Certificates certificates and receiving the Merger Consideration in respect thereof. (c) In effecting the payment of the Merger Consideration in respect of Common Shares (other than Rollover Shares) represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(b) hereof, upon . Upon the surrender of each such Certificate, together with a letter of transmittal duly executedthe Paying Agent shall, in consideration for the Exchange Agent shall promptly, and in any event not later than three business days following receipt of shares represented by such Certificates and letter of transmittalCertificates, pay the holder of such Certificate the Merger Consideration multiplied by the number of Common Shares (other than Rollover Shares) formerly represented by such Certificate, in consideration therefor. Upon such payment , and such Certificate shall forthwith be canceled. (d) . Until surrendered in accordance with paragraph (c) aboveso surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by HK Parent, the Purchaser, or any of its affiliates, in the treasury of the Company or by any wholly owned subsidiary of the Company or Rollover SharesCompany) shall represent solely the right to receive the aggregate Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Exchange Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax has been paid or is not applicable. Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Dissenting Shares a notice of appraisal rights. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed (an "Affidavit of Loss in Lieu of Lost Certificate"), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof, provided that the Person to whom the Merger Consideration is paid may, as a condition precedent to the payment thereof, be required to give the Surviving Corporation a bond in such sum as it may direct or may otherwise be required to indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. (f) No dividends or other distributions with respect to Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Common Shares represented thereby until the surrender of such Certificates or delivery of an Affidavit of Loss in Lieu of Lost Certificate in accordance with this Section 2.3. (gc) Promptly following the date which is 180 days after the Effective Time, the Exchange Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Paying Agent's duties shall terminate. Thereafter, each holder holders of a Certificate formerly representing a Common Share (other than the Rollover Shares) may surrender such Certificate Shares who have not theretofore complied with this Section 3.02 shall look only to the Surviving Corporation and for payment of the Merger Consideration in respect thereof (subject to applicable abandoned property, escheat and similar laws) receive ), in consideration therefor the aggregate Merger Consideration relating theretoeach case, without any interest or dividends thereon. (hd) None of Parent, the Purchaser, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the property of any Governmental Entity), any such cash in respect of such Certificate shall, to the extent permitted by applicable law become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. (e) Parent, the Purchaser and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable or issuable pursuant to this Agreement to any holder of Common Shares such amounts as Parent, the Purchaser or the Paying Agent are required to deduct and withhold with respect to such payment or issuance under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holders of Common Shares in respect of which such deduction and withholding was made. (f) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares (other than the Rollover Shares) are presented to the Surviving Corporation or the Exchange Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article 2III, subject to applicable law in the case of Dissenting Shares. (i) None of HK, the Company or Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Payment for Common Shares. (a) Prior From and after the Effective Time, a bank or trust company as shall be mutually acceptable to the Parent and the Company shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that, prior to the Effective Time, HK and the Company shall designate the Company's registrar and transfer agent or such other bank or trust company as may be approved by HK and the Company Board, to act as exchange agent for the holders of represented Common Shares in connection with entitled to payment of the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK (the "Exchange Agent"), to receive the funds to which holders of Common Shares shall become entitled Merger Price pursuant to Section 2.1(b) hereof1.07. At the Effective Time, HK the Parent or the Merger Sub shall deposit, or HK shall otherwise take all steps necessary to cause to be deposited, in trust with the Exchange Paying Agent in an account for the benefit of holders of Aggregate Common Shares (the "Exchange Fund") the aggregate Share Merger Consideration Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof1.07. (b) Promptly after the Effective Time, and in any event not later than three business days following the Effective Time, HK Paying Agent shall cause the Exchange Agent to mail to each record holder of certificates (the "Certificates") Certificates that immediately prior to the Effective Time represented Common Shares (other than Rollover SharesCertificates representing Dissenting Shares and Certificates representing Common Shares held by the Parent or the Merger Sub, any wholly-owned subsidiary of the Parent or the Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or an Affidavit of Loss in Lieu of Lost Certificate (as defined below) to the Exchange Paying Agent and instructions for use in surrendering such Certificates and receiving the Merger Consideration Price in respect thereof. (c) In effecting the payment of the Merger Consideration in respect of Common Shares (other than Rollover Shares) represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(b) hereof, upon . Upon the surrender of each such Certificate, together with a letter of transmittal duly executed, the Exchange Paying Agent shall promptly, and in any event not later than three business days following receipt of such Certificates and letter of transmittal, pay the holder of such Certificate the Merger Consideration Price multiplied by the number of Common Shares (other than Rollover Shares) formerly represented by such Certificate, in consideration therefor. Upon such payment , and such Certificate shall forthwith be canceled. (d) cancelled. Until surrendered in accordance with paragraph (c) aboveso surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Common Shares held by HK the Parent or the Merger Sub, any wholly owned subsidiary of its affiliatesthe Parent or the Merger Sub, in the treasury of the Company or by any wholly wholly-owned subsidiary of the Company or Rollover SharesCompany) shall represent solely the right to receive the aggregate Aggregate Common Share Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Exchange Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax has been paid or is not applicable. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed (an "Affidavit of Loss in Lieu of Lost Certificate"), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof, provided that the Person to whom the Merger Consideration is paid may, as a condition precedent to the payment thereof, be required to give the Surviving Corporation a bond in such sum as it may direct or may otherwise be required to indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. (f) No dividends or other distributions with respect to Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Common Shares represented thereby until the surrender of such Certificates or delivery of an Affidavit of Loss in Lieu of Lost Certificate in accordance with this Section 2.3. (gc) Promptly following the date which is 180 days after the Effective Time, the Exchange Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Common Share (other than the Rollover Shares) may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Aggregate Common Share Merger Consideration Price relating thereto, without any interest or dividends thereon. (hd) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares (other than the Rollover Shares) are presented to the Surviving Corporation or the Exchange Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Aggregate Common Share Merger Consideration Price relating thereto, as provided in this Article 2II, subject to applicable law in the case of Dissenting Shares. (ie) None of HK, the Company or Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates Certificate shall not have been surrendered prior to seven years after lost, stolen or destroyed, upon the Effective Time, any such shares, cash, dividends or distributions in respect making of an affidavit of that fact by the person claiming such Certificate shallto be lost, to the extent permitted stolen or destroyed and, if required by applicable law, become the property of the Surviving Corporation, free and clear the posting by such person of all claims a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or interest of any person previously entitled theretodestroyed Certificate the Merger Price as provided in Section 1.07.

Payment for Common Shares. (a1) Prior to From and after the Effective Time, HK and the Company shall designate the Company's registrar and transfer agent or such other bank or trust company as may shall be approved by HK mutually acceptable to MergerCo and the Company Board, to shall act as exchange agent for the holders of Common Shares in connection with the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK (the "Exchange Agent"), to receive the funds to which holders of Common Shares shall become entitled pursuant to Section 2.1(b) hereof. At Following the Effective Time, HK MergerCo shall deposit, or HK shall otherwise take all steps necessary to cause to be deposited, in trust with made available to the Exchange Agent in Agent, as and when required, an account for the benefit of holders of Common Shares amount (the "Exchange Fund") equal to the aggregate Merger Consideration to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof2.1(3). (b2) Promptly after the Effective Time, and in any event not later than three business days following the Effective Time, HK MergerCo shall cause the Exchange Agent to mail to each record holder of certificates (the "Certificates") that immediately prior to the Effective Time represented Common Shares (other than Rollover Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or an Affidavit of Loss in Lieu of Lost Certificate (as defined below) to the Exchange Agent and instructions for use in surrendering such Certificates and receiving the Merger Consideration in respect thereof. (c3) In effecting the payment of the Merger Consideration Cash Price in respect of Common Shares (other than Rollover Shares) represented by Certificates entitled to payment of the Merger Consideration Cash Price pursuant to Section 2.1(b2.1(3)(iv) hereof(the "Cashed Shares"), upon the surrender of each such Certificate, together with a letter of transmittal duly executed, the Exchange Agent shall promptly, and in any event not later than three business days following receipt of such Certificates and letter of transmittal, pay the holder of such Certificate the Merger Consideration Cash Price multiplied by the number of Common Shares (other than Rollover Cashed Shares) represented by such Certificate, in consideration therefor. Upon such payment (and the exchange, if any, of Certificates formerly representing Common Shares for certificates representing Retained Shares) such Certificate shall forthwith be canceledcancelled. (d4) In effecting the exchange of Retained Shares in respect of Common Shares represented by Certificates which, at the Effective Time, shall become Retained Shares, upon surrender of each such Certificate, the Exchange Agent shall deliver to the holder of such Certificate a certificate representing that number of whole Retained Shares which such holder has the right to receive pursuant to the provisions of Section 2.1(3), and cash in lieu of fractional Retained Shares. Upon such exchange (and any payment of the Cash Price for Cashed Shares), such Certificate so surrendered shall forthwith be cancelled. (5) Until surrendered in accordance with paragraph paragraphs (c3) or (4) above, each such Certificate (other than Certificates representing Common Shares shares held by HK MergerCo or any of its affiliates, in the treasury of the Company or by any wholly owned subsidiary of the Company or Rollover Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Exchange Agent any transfer or other taxes rates required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed (an "Affidavit of Loss in Lieu of Lost Certificate"), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof, provided that the Person to whom the Merger Consideration is paid may, as a condition precedent to the payment thereof, be required to give the Surviving Corporation a bond in such sum as it may direct or may otherwise be required to indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. (f) No dividends or other distributions with respect to Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Common Shares represented thereby until the surrender of such Certificates or delivery of an Affidavit of Loss in Lieu of Lost Certificate in accordance with this Section 2.3. (g) Promptly following the date which is 180 days after the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Common Share (other than the Rollover Shares) may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest or dividends thereon. (h) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares (other than the Rollover Shares) are presented to the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article 2. (i) None of HK, the Company or Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Payment for Common Shares. (a) Prior to From and after the Effective Time, HK and the Company shall designate the Company's registrar and transfer agent or such other bank or trust company as may shall be approved by HK mutually acceptable to FSI and the Company Board, to shall act as exchange agent for the holders of Common Shares in connection with the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK (the "Exchange Agent"), to receive the funds to which holders of Common Shares shall become entitled pursuant to Section 2.1(b) hereof. At or prior to the Effective Time, HK FSI shall deposit, or HK FSI shall otherwise take all steps necessary to cause to be deposited, in trust with the Exchange Agent in an account for the benefit of holders of Common Shares (the "Exchange Fund") the aggregate Merger Consideration to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof2.01(c). (b) Promptly after the Effective Time, and in any event not later than three business days following the Effective Time, HK FSI shall cause the Exchange Agent to mail to each record holder of certificates (the "Certificates") that immediately prior to the Effective Time represented Common Shares (other than Rollover Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or an Affidavit of Loss in Lieu of Lost Certificate (as defined below) to the Exchange Agent and instructions for use in surrendering such Certificates and receiving the Merger Consideration in respect thereof. (c) In effecting the payment of the Merger Consideration Cash Price in respect of Common Shares (other than Rollover Shares) represented by Certificates entitled to payment of the Merger Consideration Cash Price pursuant to Section 2.1(b2.01(c)(iv) hereof(the "Cashed Shares"), upon the surrender of each such Certificate, together with a letter of transmittal duly executed, the Exchange Agent shall promptly, and in any event not later than three business days following receipt of such Certificates and letter of transmittal, pay the holder of such Certificate the Merger Consideration Cash Price multiplied by the number of Common Shares (other than Rollover Cashed Shares) represented by such Certificate, in consideration therefor. Upon such payment (and the exchange, if any, of Certificates formerly representing Common Shares for certificates representing Retained Shares) such Certificate shall forthwith be cancelled. (d) In effecting the exchange of Retained Shares in respect of Common Shares represented by Certificates which, at the Effective Time, shall become Retained Shares, upon surrender of each such Certificate, the Exchange Agent shall deliver to the holder of such Certificate a certificate representing that number of whole Retained Shares which such holder has the right to receive pursuant to the provisions of Section 2.01(c), and cash in lieu of fractional Retained Shares. Upon such exchange (and any payment of the Cash Price for Cashed Shares), such Certificate so surrendered shall forthwith be canceled. (de) Until surrendered in accordance with paragraph paragraphs (c) or (d) above, each such Certificate (other than Certificates representing Common Shares held by HK FSI or any of its affiliates, in the treasury of the Company or by any wholly owned subsidiary of the Company or Rollover Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed (an "Affidavit of Loss in Lieu of Lost Certificate"), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof, provided that the Person to whom the Merger Consideration is paid may, as a condition precedent to the payment thereof, be required to give the Surviving Corporation a bond in such sum as it may direct or may otherwise be required to indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. (f) No dividends or other distributions with respect to Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Common Shares represented thereby until the surrender of such Certificates or delivery of an Affidavit of Loss in Lieu of Lost Certificate in accordance with this Section 2.3. (g) Promptly following the date which is 180 days after the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Common Share (other than the Rollover Shares) may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest or dividends thereon. (h) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares (other than the Rollover Shares) are presented to the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article 2. (i) None of HK, the Company or Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Payment for Common Shares. (a) Prior From and after the Effective Time, such bank or trust company as shall be designated by Parent and reasonably acceptable to the Company shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that, prior to the Effective Time, HK and the Company shall designate the Company's registrar and transfer agent or such other bank or trust company as may be approved by HK and the Company Board, to act as exchange agent for the holders of represented Common Shares in connection with entitled to payment of the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK (the "Exchange Agent"), to receive the funds to which holders of Common Shares shall become entitled Merger Price pursuant to Section 2.1(b) hereof2.7. At Promptly following the Effective Time, HK Parent or the Purchaser shall deposit, or HK shall otherwise take all steps necessary to cause to be deposited, in trust with the Exchange Paying Agent in an account for the benefit of holders of Common Shares (the "Exchange Fund") the aggregate Merger Consideration Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof2.7. (b) Promptly after the Effective Time, and in any event not later than three business days following the Effective Time, HK Parent shall cause the Exchange Paying Agent to mail to each record holder of certificates (the "Certificates") Certificates that immediately prior to the Effective Time represented Common Shares (other than Rollover Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or an Affidavit of Loss in Lieu of Lost Certificate (as defined below) to the Exchange Agent Paying Agent, and instructions for use in surrendering such Certificates and receiving the Merger Consideration Price in respect thereof. (c) In effecting the payment of the Merger Consideration in respect of Common Shares (other than Rollover Shares) represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(b) hereof, upon . Upon the surrender of each such Certificate, together with a letter of transmittal duly executed, the Exchange Paying Agent shall promptly, and in any event not later than three business days following receipt of such Certificates and letter of transmittal, pay the holder of such Certificate the Merger Consideration Price multiplied by the number of Common Shares (other than Rollover Shares) formerly represented by such Certificate, in consideration therefor. Upon such payment , and such Certificate shall forthwith be canceled. (d) cancelled. Until surrendered in accordance with paragraph (c) aboveso surrendered, each such Certificate (other than Certificates representing Common Shares held by HK Parent or the Purchaser, any wholly owned subsidiary of its affiliatesParent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company or Rollover Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Exchange Paying Agent any transfer or other similar taxes required by reason of the payment of the Merger Consideration Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax has been paid or is not applicable. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed (an "Affidavit of Loss in Lieu of Lost Certificate"), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof, provided that the Person to whom the Merger Consideration is paid may, as a condition precedent to the payment thereof, be required to give the Surviving Corporation a bond in such sum as it may direct or may otherwise be required to indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. (f) No dividends or other distributions with respect to Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Common Shares represented thereby until the surrender of such Certificates or delivery of an Affidavit of Loss in Lieu of Lost Certificate in accordance with this Section 2.3. (gc) Promptly following the date which is 180 days after the Effective Time, the Exchange Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Common Share (other than the Rollover Shares) may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration Price relating thereto, without any interest or dividends thereon. (hd) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares (other than the Rollover Shares) are presented to the Surviving Corporation or the Exchange Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Consideration Price relating thereto, as provided in this Article 2Three. (i) None of HK, the Company or Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Payment for Common Shares. (a) Prior to From and after the Effective Time, HK and the Company shall designate the Company's registrar and transfer agent or such other bank or trust company as may shall be approved by HK mutually acceptable to FSI and the Company Board, to shall act as exchange agent for the holders of Common Shares in connection with the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK (the "Exchange Agent"), to receive the funds to which holders of Common Shares shall become entitled pursuant to Section 2.1(b) hereof. At or prior to the Effective Time, HK FSI shall deposit, or HK FSI shall otherwise take all steps necessary to cause to be deposited, in trust with the Exchange Agent in an account for the benefit of holders of Common Shares (the "Exchange Fund") the aggregate Merger Consideration to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof2.01(c). (b) Promptly after the Effective Time, and in any event not later than three business days following the Effective Time, HK FSI shall cause the Exchange Agent to mail to each record holder of certificates (the "Certificates") that immediately prior to the Effective Time represented Common Shares (other than Rollover Shares) a form of letter of transmittal which shall specify that delivery shall be effectedef- fected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or an Affidavit of Loss in Lieu of Lost Certificate (as defined below) to the Exchange Ex- change Agent and instructions for use in surrendering such Certificates and receiving the Merger Consideration in respect thereof. (c) In effecting the payment of the Merger Consideration Cash Price in respect of Common Shares (other than Rollover Shares) represented by Certificates entitled to payment of the Merger Consideration Cash Price pursuant to Section 2.1(b2.01(c)(iv) hereof(the "Cashed Shares"), upon the surrender of each such Certificate, together with a letter of transmittal duly executedCertifi- cate, the Exchange Agent shall promptly, and in any event not later than three business days following receipt of such Certificates and letter of transmittal, pay the holder of such Certificate Certifi- cate the Merger Consideration Cash Price multiplied by the number of Common Shares (other than Rollover Cashed Shares) represented by such Certificate, in consideration therefor. Upon such payment (and the exchange, if any, of Certificates formerly representing Common Shares for certificates representing Retained Shares) such Certificate shall forthwith be cancelled. (d) In effecting the exchange of Retained Shares in respect of Common Shares represented by Certificates which, at the Effective Time, shall become Retained Shares, upon sur- render of each such Certificate, the Exchange Agent shall de- liver to the holder of such Certificate a certificate repre- senting that number of whole Retained Shares which such holder has the right to receive pursuant to the provisions of Section 2.01(c), and cash in lieu of fractional Retained Shares. Upon such exchange (and any payment of the Cash Price for Cashed Shares), such Certificate so surrendered shall forthwith be canceled. (de) Until surrendered in accordance with paragraph paragraphs (c) or (d) above, each such Certificate (other than Certificates representing Common Shares held by HK FSI or any of its affiliates, in the treasury of the Company or by any wholly owned subsidiary of the Company or Rollover Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration Con- sideration relating thereto. No interest or dividends shall be paid or accrued on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Common Shares shall pay to the Exchange Agent any transfer or other taxes required re- quired by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed (an "Affidavit of Loss in Lieu of Lost Certificate"), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof, provided that the Person to whom the Merger Consideration is paid may, as a condition precedent to the payment thereof, be required to give the Surviving Corporation a bond in such sum as it may direct or may otherwise be required to indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. (f) No dividends or other distributions with respect to Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Common Shares represented thereby until the surrender of such Certificates or delivery of an Affidavit of Loss in Lieu of Lost Certificate in accordance with this Section 2.3. (g) Promptly following the date which is 180 days after the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Common Share (other than the Rollover Shares) may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest or dividends thereon. (h) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares (other than the Rollover Shares) are presented to the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article 2. (i) None of HK, the Company or Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Payment for Common Shares. (a) Prior From and after the Effective Time, a bank or trust company designated by Purchaser and reasonably acceptable to the Company shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Share Certificates") that, prior to the Effective Time, HK and the Company shall designate the Company's registrar and transfer agent or such other bank or trust company as may be approved by HK and the Company Board, to act as exchange agent for the holders of represented Common Shares in connection with entitled to payment of the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK (the "Exchange Agent"), to receive the funds to which holders of Common Shares shall become entitled Merger Price pursuant to Section 2.1(b) hereof1.07. At the Effective Time, HK the Company shall deposit, or HK shall otherwise take all steps necessary to cause to be deposited, in trust with the Exchange Paying Agent in an account for the benefit of holders of Common Shares (the "Exchange Fund") the aggregate Merger Consideration Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof1.07. (b) Promptly after the Effective Time, and in any event not later than three business days following the Effective Time, HK Paying Agent shall cause the Exchange Agent to mail to each record holder of certificates (the "Certificates") that Share Certificates that, immediately prior to the Effective Time Time, represented Common Shares (other than Rollover SharesShare Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser or any wholly-owned subsidiary of Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with Section 1.07) (i) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates shall pass, only upon proper delivery of the Share Certificates or an Affidavit of Loss in Lieu of Lost Certificate (as defined below) to the Exchange Paying Agent and which shall be in such form and have such other provisions as Purchaser and the Company may reasonably specify and (ii) instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Consideration Price in respect thereof. (c) In effecting the payment of the Merger Consideration in respect of Common Shares (other than Rollover Shares) represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(b) hereof, upon the . Upon surrender of each such Certificate, Share Certificate together with a such letter of transmittal duly executedcompleted and validly executed in accordance with the instructions thereto, the Exchange Paying Agent shall promptly, and in any event not later than three business days following receipt of such Certificates and letter of transmittal, pay the holder of such Share Certificate the Merger Consideration Price multiplied by the number of Common Shares (other than Rollover Shares) formerly represented by such Certificate, Share Certificate in consideration therefor. Upon , and such payment such Share Certificate shall forthwith be canceled. (d) cancelled. Until surrendered in accordance with paragraph (c) aboveso surrendered, each such Share Certificate (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by HK or Purchaser, any wholly-owned subsidiary of its affiliatesPurchaser, in the treasury of the Company or by any wholly wholly-owned subsidiary of the Company or Rollover Sharesthat are to be cancelled in accordance with the Section 1.07) shall represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Share Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price, that the Share Certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed, or otherwise be in proper form for transfer and that the person surrendering such Common Shares Share Certificates shall pay to the Exchange Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration Price, to a person other than the registered holder of the Share Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax has been paid or is not applicable. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed (an "Affidavit of Loss in Lieu of Lost Certificate"), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof, provided that the Person to whom the Merger Consideration is paid may, as a condition precedent to the payment thereof, be required to give the Surviving Corporation a bond in such sum as it may direct or may otherwise be required to indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. (f) No dividends or other distributions with respect to Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Common Shares represented thereby until the surrender of such Certificates or delivery of an Affidavit of Loss in Lieu of Lost Certificate in accordance with this Section 2.3. (gc) Promptly following the date which that is 180 days six months after the Effective Time, the Exchange Paying Agent shall deliver to the Surviving Corporation all cash, Share Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Paying Agent's duties shall terminate. Thereafter, each holder of a Share Certificate formerly representing a Common Share (other than the Rollover Shares) may surrender such Certificate shall thereafter look only to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar lawsas a general creditor thereof) receive in consideration therefor for payment of its claim for the aggregate Merger Consideration relating thereto, Price (without any interest or dividends thereon). (h) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares (other than the Rollover Shares) are presented to the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article 2. (i) None of HK, the Company or Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Payment for Common Shares. (a) Prior to the Effective Time, HK and the Company Purchaser shall designate the Company's registrar and transfer agent or such other a bank or trust company as may be approved by HK and reasonably acceptable to the Company Board, to act as exchange paying agent for the holders of Common Shares in connection with the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.3 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to the Company and HK (the "Exchange Paying Agent")) in effecting the payment of the Offer Price in respect of certificates that, immediately prior to receive the funds to which holders of Effective Time, represent Common Shares shall become (the "Certificates") entitled to payment of the Offer Price pursuant to Section 2.1(b) hereof2.7. At the Effective Time, HK Parent or Purchaser shall deposit, or HK shall otherwise take all steps necessary to cause to be deposited, in trust with the Exchange Paying Agent in an account for the benefit of holders of Common Shares (the "Exchange Fund") the aggregate Merger Consideration Offer Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 2.1(b) hereof2.7. (b) Promptly after the Effective Time, and in any event not later than three business days following the Effective Time, HK Paying Agent shall cause the Exchange Agent to mail to each record holder of certificates (the "Certificates") that immediately prior to the Effective Time represented Common Shares (other than Rollover Shares) Certificates a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or an Affidavit of Loss in Lieu of Lost Certificate (as defined below) to the Exchange Paying Agent and instructions for use in surrendering such Certificates and receiving the Merger Consideration Offer Price in respect thereof. (c) In effecting the payment of the Merger Consideration in respect of Common Shares (other than Rollover Shares) represented by Certificates entitled to payment of the Merger Consideration pursuant to Section 2.1(b) hereof, upon . Upon the surrender of each such Certificate, together with a duly executed letter of transmittal duly executedand any other required documents, the Exchange Paying Agent shall promptlyshall, and in any event not later than three business days following receipt of such Certificates and letter of transmittalas soon as practicable, pay the holder of such Certificate an amount equal to the Merger Consideration product of (x) the Offer Price multiplied by (y) the number of Common Shares (other than Rollover Shares) formerly represented by such Certificate, in consideration therefor. Upon such payment , and such Certificate shall forthwith be canceled. (d) cancelled. Until surrendered in accordance with paragraph (c) aboveso surrendered, each such Certificate (other than Certificates representing Common Shares held by HK Parent or Purchaser, any wholly owned Subsidiary of its affiliatesParent or Purchaser, in the treasury of the Company or by any wholly owned subsidiary Subsidiary of the Company or Rollover Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration Offer Price relating thereto. No interest or dividends shall be paid or accrued on the Merger ConsiderationOffer Price. If the Merger Consideration Offer Price (or any portion thereof) is to be delivered to any person individual, corporation, trust, association, unincorporated association, estate, partnership, joint venture, limited liability company, Governmental Entity (as defined in Section 4.6) or other legal entity (each, a "Person"), other than the person Person in whose name the Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Offer Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer transfer, that the signatures on the Certificate shall be properly guaranteed, and that the person Person surrendering such Common Shares shall pay to the Exchange Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration Offer Price to a person Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax has taxes have been paid or is are not applicable. (e) . In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (who Paying Agent shall be required to pay the record full Offer Price in respect of any Common Shares represented by such Certificate; however, Parent may require the owner of such Certificate) lost, stolen or destroyed Certificate to execute and deliver to the Paying Agent a form of affidavit claiming such Certificate to be lost, stolen or destroyed (an "Affidavit in form and substance reasonably satisfactory to Parent, and the posting by such owner of Loss in Lieu of Lost Certificate"), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof, provided that the Person to whom the Merger Consideration is paid may, as a condition precedent to the payment thereof, be required to give the Surviving Corporation a bond in such sum amount as it Parent may direct or may otherwise be required to indemnify the Surviving Corporation in a manner satisfactory to it determine is reasonably necessary as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyedPaying Agent. (f) No dividends or other distributions with respect to Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Common Shares represented thereby until the surrender of such Certificates or delivery of an Affidavit of Loss in Lieu of Lost Certificate in accordance with this Section 2.3. (gc) Promptly following the date which is 180 135 days after the Effective Time, the Exchange Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreementcontemplated hereby, and the Exchange Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Common Share (other than the Rollover Shares) may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar lawsLaws) receive in consideration therefor the aggregate Merger Consideration Offer Price relating thereto, without any interest or dividends thereon, except as required under applicable Law. Notwithstanding the foregoing, none of Parent, Purchaser, the Company or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article III would otherwise escheat to or become the property of any Governmental Entity (as defined herein), the cash payment in respect of such Certificate shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interests of any Person previously entitled thereto. (hd) After Immediately prior to the Effective Time, the stock transfer books of the Company shall be closed, and, after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares (other than the Rollover Shares) are presented to the Surviving Corporation or the Exchange Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Consideration Offer Price relating thereto, as provided in this Article 2III. (ie) None of HK, the Company or Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years From and after the Effective Time, any such shares, cash, dividends or distributions in respect the holders of such Certificate shall, Certificates evidencing ownership of Common Shares outstanding immediately prior to the extent permitted Effective Time shall cease to have any rights with respect to such Common Shares except as otherwise provided herein or by applicable lawLaw. Such holders shall have no rights, become after the property Effective Time, with respect to such Common Shares except to surrender such Certificates in exchange for the Offer Price pursuant to this Agreement or to perfect any rights of appraisal as a holder of Dissenting Shares that such holders may have pursuant to Sections 351.447 and 351.455 of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled theretoMGBCL.