Common use of Payment for Shares in the Merger Clause in Contracts

Payment for Shares in the Merger. (a) At the Effective Time, Parent shall deposit or cause to be deposited with First Chicago Trust Company of New York or another bank or trust company located in the United States with assets in excess of $500,000,000 selected by Parent after consultation with the Company (the "Paying Agent"), for the benefit of holders of Shares the Aggregate Merger Consideration plus cash in an amount sufficient to make cash payments in lieu of fractional shares pursuant to Section 3.5 and any applicable dividends or distributions pursuant to Section 3.4. The cash amounts referred to in the immediately preceding sentence shall consist of immediately available funds (such funds hereinafter referred to as the "Exchange Fund"). The Paying Agent shall, pursuant to irrevocable instructions, (x) deliver to each holder of Shares, in accordance with this Section 3.3, the cash portion of such holder's Merger Consideration out of the Exchange Fund, and the Exchange Fund, other than any interest thereon (which shall be retained by Parent), shall not be used for any other purpose, and (y) deliver the Parent Common Stock portion of such holder's Merger Consideration (if any) out of the shares of Parent Common Stock deposited with the Paying Agent by Parent for the benefit of holders of Shares. The Exchange Fund shall be invested by the Paying Agent, as directed by Parent, provided that such investments shall be limited to (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated of the highest quality by Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Group, a division of XxXxxx- Xxxx Inc. ("S&P"), and (iv) certificates of deposit issued by a commercial bank whose long-term debt obligations are rated at least A2 by Moody's or at least A by S&P, in each case having a maturity not in excess of one year; provided, that nothing herein shall affect the obligation of Parent to pay the full cash portion of the Merger Consideration and any other cash amounts due to a holder hereunder. (b) Upon surrender of Certificates for cancellation to the Paying Agent, together with such Letter of Transmittal and Form of Election duly completed and executed and any other documents required by such instructions, the holder of such Certificates shall be entitled to receive for each of the Shares formerly represented by such Certificates (x) the Merger Consideration elected by such holder pursuant to Section 3.2(b) (or, in the case of Textron, the Textron Consideration), (y) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.5, and (z) any dividends or distributions to which such holder may be entitled pursuant to Section 3.4, in each such case without any interest thereon and less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelled. If payment is to be made to a person other than the person in whose name a Certificate so surrendered is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.3(b), each Certificate (other than Certificates representing Shares held in the Company's treasury or by Parent, Newco, any direct or indirect wholly owned subsidiary of Parent or any direct or indirect wholly owned subsidiary of the Company) shall represent for all purposes only the right to receive for each Share represented thereby the applicable Merger Consideration. (c) At any time following the sixth month after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it any portion of the Exchange Fund and all shares of Parent Common Stock deposited with the Paying Agent pursuant to Section 3.3(a) which had not been disbursed to holders of Certificates (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look only to Parent (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither Parent, the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate for any Merger Consideration delivered in respect of such Certificate or the Shares formerly represented thereby to a public official pursuant to any abandoned property, escheat or other similar Law. (d) Cash payments made pursuant to Section 3.1 for SARs and Performance Share Units shall be made by the Company at the Effective Time.

Payment for Shares in the Merger. The manner of making -------------------------------- payment for Shares in the Merger shall be as follows: (a) At the Effective Time, Parent Purchaser or Merger Sub, as applicable, shall deposit in trust, or cause enter such other agreement or arrangement as may be reasonably satisfactory to be deposited the Company, with First Chicago Trust Company of New York or another a bank or trust company located in the United States with assets in excess of $500,000,000 selected designated by Parent after consultation with Purchaser and reasonably acceptable to the Company (the "Paying Exchange Agent"), for the benefit of holders of Shares the Aggregate Merger Consideration plus cash in an aggregate amount sufficient equal to make cash payments in lieu the product of fractional shares pursuant to Section 3.5 (i) the number of Shares issued and outstanding at the Effective Time (other than Shares owned by the Purchaser Companies, the Company or any applicable dividends direct or distributions pursuant to Section 3.4. The cash amounts referred to in indirect wholly-owned subsidiary of the immediately preceding sentence shall consist of immediately available funds Company) and (ii) the Merger Consideration (such funds amount being hereinafter referred to as the "Exchange Fund"). The Paying Exchange Agent shall, pursuant to irrevocable instructions, (x) deliver to each holder make the payments provided for in Section 2.1 of Shares, in accordance with this Section 3.3, the cash portion of such holder's Merger Consideration Agreement out of the Exchange Fund, and the . The Exchange Fund, other than any interest thereon (which shall be retained by Parent), Fund shall not be used for any other purpose, except as provided in this Agreement or as otherwise agreed to by Purchaser and (y) deliver the Parent Common Stock portion of such holder's Merger Consideration (if any) out of the shares of Parent Common Stock deposited with the Paying Agent by Parent for the benefit of holders of Shares. The Exchange Fund shall be invested by the Paying Agent, as directed by Parent, provided that such investments shall be limited to (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated of the highest quality by Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Group, a division of XxXxxx- Xxxx Inc. ("S&P"), and (iv) certificates of deposit issued by a commercial bank whose long-term debt obligations are rated at least A2 by Moody's or at least A by S&P, in each case having a maturity not in excess of one year; provided, that nothing herein shall affect the obligation of Parent to pay the full cash portion of the Merger Consideration and any other cash amounts due to a holder hereunderSub. (b) Promptly after the Effective Time, the Exchange Agent shall mail or cause to be mailed to each holder (other than the Purchaser Companies, the Company or any direct or indirect wholly-owned subsidiary of the Company), as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (collectively, the "Certificates") a form 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 to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates for payments therefor. Upon surrender of Certificates for cancellation to the Paying AgentExchange Agent of a Certificate representing Shares that have been converted into, or representing, in accordance with the terms of this Agreement, the right to receive the Merger Consideration, together with such Letter letter of Transmittal and Form of Election transmittal duly completed and executed and any other documents required by such instructionsexecuted, the holder of such Certificates Certificate shall be entitled to receive for each in exchange therefor cash in an amount equal to the product of (i) the number of Shares formerly represented by such Certificates Certificate and (xii) the Merger Consideration elected by such holder pursuant to Section 3.2(b) (or, in the case of Textron, the Textron Consideration), (y) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.5, and (z) any dividends or distributions to which such holder may be entitled pursuant to Section 3.4, in each such case without any interest thereon and less any required withholding of taxes, and the Certificates so surrendered Certificate shall forthwith be cancelledcanceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment is to be made to a person other than the person in whose name a the Certificate so surrendered is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed and or otherwise in proper form for transfer and that the person requesting such payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or such person shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.3(b)2.2, each Certificate (other than Certificates representing Shares held in owned by the Company's treasury or Purchaser Companies, Shares owned by Parent, Newco, any direct or indirect wholly owned subsidiary of Parent the Company or any direct or indirect wholly owned subsidiary of the CompanyCompany or Dissenting Shares) shall represent solely represent, for all purposes only purposes, the right to receive for each Share represented thereby the applicable Merger ConsiderationConsideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon. (c) At any time following the sixth month after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it any Any portion of the Exchange Fund and all shares that remains undistributed to the holders of Parent Company Common Stock deposited with for six months after the Paying Agent pursuant Effective Time shall be delivered to Section 3.3(a) which had not been disbursed to Purchaser, upon demand, and any holders of Certificates (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and Company Common Stock who have not theretofore complied with Section 2.2 shall thereafter such holders shall be entitled to look only to Parent (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to any Purchaser for the payment of their claim for the Merger Consideration that may be payable upon due surrender for Shares, without any interest thereon. Any portion of the Certificates held Exchange Fund remaining unclaimed by themholders of Shares as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable law, become the property of Purchaser free and clear of any claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, neither Parent, the Surviving Corporation nor the Paying The Exchange Agent shall be liable retain the right to any holder invest and reinvest the Exchange Fund on behalf of the Purchaser in securities issued or guaranteed by the United States government or certificates of deposit of commercial banks that have, or are members of a Certificate for any Merger Consideration delivered in respect group of such Certificate or commercial banks that has, consolidated total assets of not less than $500,000,000 and Purchaser shall receive the Shares formerly represented thereby to a public official pursuant to any abandoned property, escheat or other similar Lawinterest earned thereon. (d) Cash payments made pursuant to Section 3.1 for SARs and Performance Share Units shall be made by the Company at the Effective Time.

Payment for Shares in the Merger. (a) At Prior to the Effective Time, Parent and Purchaser shall deposit or cause to be deposited with First Chicago Trust Company of New York or another appoint a commercial bank or trust company located reasonably acceptable to the Company to act as exchange and paying agent, registrar and transfer agent (the “Agent”) for the purpose of payment of the Merger Consideration payable pursuant to Section 2.6 above with respect to certificates representing, immediately prior to the Effective Time, Shares, surrendered after the Effective Time by the holders thereof. Prior to the Effective Time, Parent or Purchaser shall deposit, or shall otherwise take all steps necessary to cause to be deposited, in the United States with assets in excess of $500,000,000 selected by Parent after consultation trust with the Company (the "Paying Agent"), Agent for the benefit of the holders of Shares the Aggregate Merger Consideration plus Shares, cash in an aggregate amount sufficient equal to make cash payments the sum of (i) the product of (A) the number of Common Shares issued and outstanding immediately prior to the Effective Time and entitled to receive the Common Share Merger Consideration in lieu accordance with Section 2.6(a), and (B) the Common Share Merger Consideration, plus (ii) the product of fractional shares pursuant (A) the number of Preferred Shares issued and outstanding immediately prior to the Effective Time and entitled to receive the Preferred Share Merger Consideration in accordance with Section 3.5 2.6(a), and any applicable dividends or distributions pursuant to Section 3.4. The cash amounts (B) the Preferred Share Merger Consideration (such amount is collectively referred to in the immediately preceding sentence shall consist of immediately available funds (such funds hereinafter referred to herein as the "Exchange “Payment Fund"”). The Paying Agent shall, pursuant to irrevocable instructionsinstructions provided by Parent or Purchaser, (x) deliver to each holder make the payments provided for in Section 2.6 of Shares, in accordance with this Section 3.3, the cash portion of such holder's Merger Consideration Agreement out of the Exchange Payment Fund. The Payment Fund may be invested by the Agent, as directed by the Purchaser, in (i) obligations of or guaranteed by the United States, (ii) commercial paper rated A-1, P-1 or A-2, P-2, and (iii) certificates of deposit, bank repurchase agreements and bankers acceptances of any bank or trust company organized under federal Laws or the Exchange FundLaws of any state of the United States or the District of Columbia that has capital, other than any interest thereon (surplus or undivided profits of at least $500,000,000 or in money market funds which are invested substantially in such investments. Any net earnings with respect thereto shall be retained by Parent)paid to Purchaser or, following the Effective Time, to the Surviving Corporation. The Payment Fund shall not be used for any other purpose, and (y) deliver the Parent Common Stock portion of such holder's Merger Consideration (if any) out of the shares of Parent Common Stock deposited with the Paying Agent by Parent for the benefit of holders of Shares. The Exchange Fund shall be invested by the Paying Agent, purpose except as directed by Parent, provided that such investments shall be limited to (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated of the highest quality by Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Group, a division of XxXxxx- Xxxx Inc. ("S&P"), and (iv) certificates of deposit issued by a commercial bank whose long-term debt obligations are rated at least A2 by Moody's or at least A by S&P, in each case having a maturity not in excess of one year; provided, that nothing herein shall affect the obligation of Parent to pay the full cash portion of the Merger Consideration and any other cash amounts due to a holder hereunderthis Agreement. (b) Upon surrender Promptly after the Effective Time, the Surviving Corporation shall cause the Agent to mail to each record holder of Certificates for cancellation certificates (the “Certificates”) that immediately prior to the Paying Effective Time represented Shares (i) a notice of the effectiveness of the Merger, (ii) a form 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 to the Agent, and (iii) instructions for surrendering such Certificates and receiving the Merger Consideration, in respect thereof. (c) Promptly following the surrender to the Agent of a Certificate, together with such Letter letter of Transmittal and Form of Election transmittal duly completed and executed and any other documents required by such instructionscompleted in accordance with the instructions thereto, the holder of such Certificates Certificate shall be entitled to receive for each receive, in exchange therefor, (i) in the case of Common Shares (other than Common Shares to be cancelled pursuant to Section 2.6(b)), cash in an amount equal to the product of (A) the number of Common Shares formerly represented by such Certificates Certificate, and (xB) the Common Share Merger Consideration elected by such holder pursuant to Section 3.2(bConsideration, and (ii) (or, in the case of Textron, the Textron Consideration), Preferred Shares (y) cash in lieu of any fractional shares of Parent Common Stock other than Preferred Shares to which such holder is entitled be cancelled pursuant to Section 3.52.6(b)), cash in an amount equal to the product of (A) the number of Preferred Shares formerly represented by such Certificate, and (zB) the Preferred Share Merger Consideration, all of which amounts shall be paid by Agent by check. No interest or dividends shall be paid or accrued on the consideration payable upon the surrender of any dividends or distributions to which such holder may be entitled pursuant to Section 3.4, in each such case without any interest thereon and less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelledCertificate. If payment the consideration provided for herein is to be made to delivered in the name of a person party other than the person party in whose name a the Certificate so surrendered is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment such delivery that the Certificate so surrendered shall be properly endorsed and or otherwise in proper form for transfer, that such party establishes to the satisfaction of Parent and the Surviving Corporation that such transfer would not violate any applicable federal or state securities Laws, and that the person party requesting such payment delivery shall pay to the Paying Agent any transfer or other taxes required by reason of the payment such delivery to a person party other than the registered holder of the Certificate surrenderedCertificate, or that such party shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.3(b2.09(c), each Certificate (other than Certificates representing Dissenting Shares held in the Company's treasury or by Parent, Newco, any direct or indirect wholly owned subsidiary of Parent or any direct or indirect wholly owned subsidiary of the CompanyShares to be cancelled pursuant to Section 2.6(b)) shall represent represent, for all purposes purposes, only the right to receive for each Share represented thereby the applicable Merger Considerationpayment of the amount of cash described in this Section 2.9(c). (cd) At The consideration issued upon the surrender of Certificates in accordance with this Agreement shall be deemed to have been issued in full satisfaction of all rights pertaining to the Shares formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any time following Shares that were outstanding immediately prior to the sixth month Effective Time. If, after the Effective Time, Parent Certificates are presented to the Surviving Corporation, they shall be entitled to require the Paying Agent to deliver to it any cancelled and exchanged as provided in this Article 2. (e) Any portion of the Exchange Payment Fund that remains unclaimed at the one (1) year anniversary of the Closing Date shall be returned to the Surviving Corporation, upon demand, and all shares any former shareholders of Parent Common Stock deposited the Company who have not theretofore complied with the Paying Agent pursuant this Article 2 shall, subject to Section 3.3(a) which had not been disbursed to holders of Certificates (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it2.9(f), and thereafter such holders shall be entitled to look only to Parent (subject to abandoned property, escheat and other similar laws) the Surviving Corporation as a general creditors thereof with respect to unsecured creditor for payment of any Merger Consideration Consideration, without any interest or dividends thereon, that may be payable upon due surrender of the Certificates with respect to Shares held by them. Notwithstanding the foregoing, neither such shareholder. (f) None of Parent, the Surviving Corporation nor the Paying or Agent shall be liable to any a holder of a Certificate for Certificates or any Merger Consideration delivered other person in respect of such Certificate or the Shares formerly represented thereby any cash delivered to a public official pursuant to any applicable abandoned property, escheat or other similar Law. If any Certificates shall not have been surrendered prior to the date the amounts payable with respect thereto would otherwise escheat to or become the property of any Governmental Authority, 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 interests of any person previously entitled thereto. (dg) Cash payments made In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in form and substance acceptable to the Surviving Corporation and the Agent) of that fact by the person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed, the Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 3.1 for SARs this Agreement; provided, however, the Agent and Performance Share Units shall Parent may, in their discretion, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as they may reasonably direct as indemnity against any claim that may be made by against the Company at Agent or Parent with respect to the Effective TimeCertificates alleged to have been lost, stolen or destroyed.

Payment for Shares in the Merger. (a) At Prior to the Effective Time, Parent and Purchaser shall deposit or cause to be deposited with First Chicago Trust Company of New York or another appoint a commercial bank or trust company located reasonably acceptable to the Company to act as exchange and paying agent, registrar and transfer agent (the “Agent”) for the purpose of payment of the Merger Consideration payable pursuant to Section 2.6 above with respect to certificates representing, immediately prior to the Effective Time, Shares surrendered after the Effective Time by the holders thereof. Prior to the Effective Time, Parent or Purchaser shall deposit, or shall otherwise take all steps necessary to cause to be deposited, in the United States with assets in excess of $500,000,000 selected by Parent after consultation trust with the Company (the "Paying Agent"), Agent for the benefit of the holders of Shares the Aggregate Merger Consideration plus Shares, cash in an aggregate amount sufficient equal to make cash payments the sum of (i) the product of (A) the number of Shares issued and outstanding immediately prior to the Effective Time and entitled to receive the Merger Consideration in lieu of fractional shares pursuant to accordance with Section 3.5 2.6(a), and any applicable dividends or distributions pursuant to Section 3.4. The cash amounts (B) the Merger Consideration (such amount is referred to in the immediately preceding sentence shall consist of immediately available funds (such funds hereinafter referred to herein as the "Exchange “Payment Fund"”). The Paying Agent shall, pursuant to irrevocable instructionsinstructions provided by Parent or Purchaser, (x) deliver to each holder make the payments provided for in Section 2.6 of Shares, in accordance with this Section 3.3, the cash portion of such holder's Merger Consideration Agreement out of the Exchange Payment Fund. The Payment Fund may be invested by the Agent, as directed by the Purchaser, in (i) obligations of or guaranteed by the United States, (ii) commercial paper rated A-1, P-1 or A-2, P-2, and (iii) certificates of deposit, bank repurchase agreements and bankers acceptances of any bank or trust company organized under federal Laws or the Exchange FundLaws of any state of the United States or the District of Columbia that has capital, other than any interest thereon (surplus or undivided profits of at least $500,000,000 or in money market funds which are invested substantially in such investments. Any net earnings with respect thereto shall be retained by Parent)paid to Purchaser or, following the Effective Time, to the Surviving Corporation. The Payment Fund shall not be used for any other purpose, and (y) deliver the Parent Common Stock portion of such holder's Merger Consideration (if any) out of the shares of Parent Common Stock deposited with the Paying Agent by Parent for the benefit of holders of Shares. The Exchange Fund shall be invested by the Paying Agent, purpose except as directed by Parent, provided that such investments shall be limited to (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated of the highest quality by Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Group, a division of XxXxxx- Xxxx Inc. ("S&P"), and (iv) certificates of deposit issued by a commercial bank whose long-term debt obligations are rated at least A2 by Moody's or at least A by S&P, in each case having a maturity not in excess of one year; provided, that nothing herein shall affect the obligation of Parent to pay the full cash portion of the Merger Consideration and any other cash amounts due to a holder hereunderthis Agreement. (b) Upon surrender Promptly after the Effective Time, the Surviving Corporation shall cause the Agent to mail to each record holder of Certificates for cancellation certificates (the “Certificates”) that immediately prior to the Paying Effective Time represented Shares (i) a notice of the effectiveness of the Merger, (ii) a form 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 to the Agent, and (iii) instructions for surrendering such Certificates and receiving the Merger Consideration, in respect thereof. (c) Promptly following the surrender to the Agent of a Certificate, together with such Letter letter of Transmittal and Form of Election transmittal duly completed and executed and any other documents required by such instructionscompleted in accordance with the instructions thereto, the holder of such Certificates Certificate (other than a certificate representing Dissenting Shares or Shares to be cancelled pursuant to Section 2.6(b)) shall be entitled to receive for each receive, in exchange therefor, cash in an amount equal to the product of (A) the number of Shares formerly represented by such Certificates Certificate, and (xB) the Merger Consideration elected Consideration, which amounts shall be paid by such holder pursuant to Section 3.2(b) (or, in Agent by check. No interest or dividends shall be paid or accrued on the case of Textron, consideration payable upon the Textron Consideration), (y) cash in lieu surrender of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.5, and (z) any dividends or distributions to which such holder may be entitled pursuant to Section 3.4, in each such case without any interest thereon and less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelledCertificate. If payment the consideration provided for herein is to be made to delivered in the name of a person party other than the person party in whose name a the Certificate so surrendered is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment such delivery that the Certificate so surrendered shall be properly endorsed and or otherwise in proper form for transfer, that such party establishes to the satisfaction of Parent and the Surviving Corporation that such transfer would not violate any applicable federal or state securities Laws, and that the person party requesting such payment delivery shall pay to the Paying Agent any transfer or other taxes required by reason of the payment such delivery to a person party other than the registered holder of the Certificate surrenderedCertificate, or that such party shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.3(b2.08(c), each Certificate (other than Certificates representing Dissenting Shares held in the Company's treasury or by Parent, Newco, any direct or indirect wholly owned subsidiary of Parent or any direct or indirect wholly owned subsidiary of the CompanyShares to be cancelled pursuant to Section 2.6(b)) shall represent represent, for all purposes purposes, only the right to receive for each Share represented thereby the applicable Merger Considerationpayment of the amount of cash described in this Section 2.8(c). (cd) At The consideration issued upon the surrender of Certificates in accordance with this Agreement shall be deemed to have been issued in full satisfaction of all rights pertaining to the Shares formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any time following Shares that were outstanding immediately prior to the sixth month Effective Time. If, after the Effective Time, Parent Certificates are presented to the Surviving Corporation, they shall be entitled to require the Paying Agent to deliver to it any cancelled and exchanged as provided in this Article 2. (e) Any portion of the Exchange Payment Fund that remains unclaimed at the six (6) month anniversary of the Closing Date shall be returned to the Surviving Corporation, upon demand, and all shares any former stockholders of Parent Common Stock deposited the Company who have not theretofore complied with the Paying Agent pursuant this Article 2 shall, subject to Section 3.3(a) which had not been disbursed to holders of Certificates (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it2.8(f), and thereafter such holders shall be entitled to look only to Parent (subject to abandoned property, escheat and other similar laws) the Surviving Corporation as a general creditors thereof with respect to unsecured creditor for payment of any Merger Consideration Consideration, without any interest or dividends thereon, that may be payable upon due surrender of the Certificates with respect to Shares held by them. Notwithstanding the foregoing, neither such stockholder. (f) None of Parent, the Surviving Corporation nor the Paying or Agent shall be liable to any a holder of a Certificate for Certificates or any Merger Consideration delivered other person in respect of such Certificate or the Shares formerly represented thereby any cash delivered to a public official pursuant to any applicable abandoned property, escheat or other similar Law. If any Certificates shall not have been surrendered prior to the date the amounts payable with respect thereto would otherwise escheat to or become the property of any Governmental Authority, 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 interests of any person previously entitled thereto. (dg) Cash payments made In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in form and substance acceptable to the Surviving Corporation and the Agent) of that fact by the person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed, the Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 3.1 for SARs this Agreement; provided, however, the Agent and Performance Share Units shall Parent may, in their discretion, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as they may reasonably direct as indemnity against any claim that may be made by against the Company at Agent or Parent with respect to the Effective TimeCertificates alleged to have been lost, stolen or destroyed.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At the Effective Time, Parent shall deposit or cause deliver to be deposited with First Chicago Trust Company of New York or another a bank or trust company located in the United States with assets in excess of $500,000,000 selected by Parent after consultation with and reasonably acceptable to the Company (the "Paying AgentEXCHANGE AGENT"), ) for the benefit of the holders of Shares Shares, the Aggregate Merger Consideration plus cash in an amount sufficient funds necessary to make cash the payments in lieu of fractional shares pursuant to contemplated by Section 3.5 and any applicable dividends or distributions pursuant to Section 3.4. The cash amounts referred to in the immediately preceding sentence shall consist of immediately available funds 3.1 (such funds hereinafter referred to as the "Exchange FundEXCHANGE FUND"). The Paying Exchange Agent shall, pursuant to irrevocable instructions, (x) deliver to each holder of Shares, in accordance with this Section 3.3, the cash portion of such holder's Merger Consideration out of the Exchange Fund. Pending distribution of the Exchange Fund pursuant to Section 3.4(b) hereof, the Exchange Fund shall be held in trust for the benefit of the holders of the Shares and the Exchange Fund, other than any interest thereon (which shall be retained by Parent), Fund shall not be used for any other purposepurposes, and (y) deliver Parent and the Parent Common Stock portion of Surviving Corporation may direct the Exchange Agent to invest such holder's Merger Consideration (if any) out of the shares of Parent Common Stock deposited with the Paying Agent by Parent for the benefit of holders of Shares. The Exchange Fund shall be invested by the Paying Agent, as directed by Parentcash, provided that such investments shall be limited to (i) direct shall be obligations of or guaranteed by the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated of obligations receiving the highest quality by Xxxxx'x rating from either Moody's Investors ServiceServices, Inc. ("Moody's") or Standard & Poor's Ratings GroupCorporation, a division or xxxxxxxcates of XxXxxx- Xxxx Inc. deposit, bank repurchase agreements or bankers acceptances of domestic commercial banks with capital exceeding $250,000,000 (collectively "S&PPERMITTED INVESTMENTS"), ) or money market funds which are invested solely in Permitted Investments and (ivii) certificates of deposit issued by a commercial bank whose long-term debt obligations are rated at least A2 by Moody's shall have maturities that will not prevent or at least A by S&P, in each case having a maturity not in excess of one year; provided, that nothing herein delay payments to be made pursuant to Section 3.4(b) hereof. Any interest and other income resulting from such investments remaining after nine months from the Effective Date and thereafter shall affect the obligation of Parent be paid to pay the full cash portion of the Merger Consideration and any other cash amounts due to a holder hereunderParent. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates for Shares referred to in Section 3.1(b)) of a Certificate (i) 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 to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Paying Exchange Agent, together with such Letter letter of Transmittal and Form of Election transmittal duly completed and executed and any other documents required by such instructionsdocuments, the holder of such Certificates shall be entitled to receive for each of the Shares formerly represented by such Certificates (x) the Merger Consideration elected by such holder pursuant to Section 3.2(b) (orConsideration, in the case of Textron, the Textron Consideration), (y) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.5, and (z) any dividends or distributions to which such holder may be entitled pursuant to Section 3.4, in each such case without any interest thereon and less any required withholding of taxes, without any interest thereon, and the Certificates so surrendered shall forthwith be cancelled. If payment is to be made to a person other than the person in whose name a Certificate so surrendered is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Paying Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.3(b3.4(b), each Certificate (other than Certificates formerly representing Shares held in by the Parent Companies or any of the Company's treasury or by Parent, Newco, any direct or indirect wholly wholly-owned subsidiary of Parent Subsidiaries or any direct or indirect wholly owned subsidiary held in the treasury of the Company) shall represent for all purposes only the right to receive receive, for each Share formerly represented thereby thereby, the applicable Merger Consideration, less any required withholding of taxes, without interest thereon. (c) At any time following the sixth month after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it any Any portion of the Exchange Fund and all shares of Parent Common Stock deposited with the Paying Agent pursuant to Section 3.3(a) which had not been disbursed to holders of Certificates (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it)the Exchange Agent which remains unclaimed by the former stockholders of the Company for twelve months after the Effective Time shall be delivered to the Surviving Corporation, upon demand of the Surviving Corporation, and any former stockholders of the Company shall thereafter such holders shall be entitled to look only to Parent (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to any the Surviving Corporation for payment of their claim for the Merger Consideration that may be payable upon due surrender for the Shares. (d) None of the Certificates held by them. Notwithstanding the foregoingParent, neither ParentNewco, the Surviving Corporation nor or the Paying Exchange Agent shall be liable to any holder of a Certificate for any Merger Consideration delivered person in respect of such Certificate any retained Shares (or the Shares formerly represented thereby dividends or distributions with respect thereto) or cash properly delivered to a public official pursuant to any applicable abandoned property, escheat or other similar Law. (de) Cash payments made Parent, the Surviving Corporation or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to Section 3.1 for SARs this Agreement to any holder of Shares such amounts as Parent, the Surviving Corporation or the Exchange Agent are required to deduct and Performance Share Units withhold in respect of such Shares under the Code, or any provision of state, local or foreign tax Law, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of whom such deduction and withholding was made by Parent, the Company at Surviving Corporation or the Effective TimeExchange Agent.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At the Effective Time, Parent shall deposit or cause deliver to be deposited with First Chicago Trust Company of New York or another a bank or trust company located in the United States with assets in excess of $500,000,000 selected by Parent after consultation with and reasonably acceptable to the Company (the "Paying Exchange Agent"), ) for the benefit of the holders of Shares Shares, the Aggregate Merger Consideration plus cash in an amount sufficient funds necessary to make cash the payments in lieu of fractional shares pursuant to contemplated by Section 3.5 and any applicable dividends or distributions pursuant to Section 3.4. The cash amounts referred to in the immediately preceding sentence shall consist of immediately available funds 3.1 (such funds hereinafter referred to as the "Exchange Fund"). The Paying Exchange Agent shall, pursuant to irrevocable instructions, (x) deliver to each holder of Shares, in accordance with this Section 3.3, the cash portion of such holder's Merger Consideration out of the Exchange Fund. Pending distribution of the Exchange Fund pursuant to Section 3.4(b) hereof, the Exchange Fund shall be held in trust for the benefit of the holders of the Shares and the Exchange Fund, other than any interest thereon (which shall be retained by Parent), Fund shall not be used for any other purposepurposes, and (y) deliver Parent and the Parent Common Stock portion of Surviving Corporation may direct the Exchange Agent to invest such holder's Merger Consideration (if any) out of the shares of Parent Common Stock deposited with the Paying Agent by Parent for the benefit of holders of Shares. The Exchange Fund shall be invested by the Paying Agent, as directed by Parentcash, provided that such investments shall be limited to (i) direct shall be obligations of or guaranteed by the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated of obligations receiving the highest quality by Xxxxx'x rating from either Moody's Investors ServiceServices, Inc. ("Moody's") or Standard & Poor's Ratings GroupCorporation, a division or xxxxxxicates of XxXxxx- Xxxx Inc. deposit, bank repurchase agreements or bankers acceptances of domestic commercial banks with capital exceeding $250,000,000 (collectively "S&PPermitted Investments"), ) or money market funds which are invested solely in Permitted Investments and (ivii) certificates of deposit issued by a commercial bank whose long-term debt obligations are rated at least A2 by Moody's shall have maturities that will not prevent or at least A by S&P, in each case having a maturity not in excess of one year; provided, that nothing herein delay payments to be made pursuant to Section 3.4(b) hereof. Any interest and other income resulting from such investments remaining after nine months from the Effective Date and thereafter shall affect the obligation of Parent be paid to pay the full cash portion of the Merger Consideration and any other cash amounts due to a holder hereunderParent. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates for Shares referred to in Section 3.1(b)) of a Certificate (i) 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 to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Paying Exchange Agent, together with such Letter letter of Transmittal and Form of Election transmittal duly completed and executed and any other documents required by such instructionsdocuments, the holder of such Certificates shall be entitled to receive for each of the Shares formerly represented by such Certificates (x) the Merger Consideration elected by such holder pursuant to Section 3.2(b) (orConsideration, in the case of Textron, the Textron Consideration), (y) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.5, and (z) any dividends or distributions to which such holder may be entitled pursuant to Section 3.4, in each such case without any interest thereon and less any required withholding of taxes, without any interest thereon, and the Certificates so surrendered shall forthwith be cancelled. If payment is to be made to a person other than the person in whose name a Certificate so surrendered is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Paying Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.3(b3.4(b), each Certificate (other than Certificates formerly representing Shares held in by the Parent Companies or any of the Company's treasury or by Parent, Newco, any direct or indirect wholly wholly-owned subsidiary of Parent Subsidiaries or any direct or indirect wholly owned subsidiary held in the treasury of the Company) shall represent for all purposes only the right to receive receive, for each Share formerly represented thereby thereby, the applicable Merger Consideration, less any required withholding of taxes, without interest thereon. (c) At any time following the sixth month after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it any Any portion of the Exchange Fund and all shares of Parent Common Stock deposited with the Paying Agent pursuant to Section 3.3(a) which had not been disbursed to holders of Certificates (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it)the Exchange Agent which remains unclaimed by the former stockholders of the Company for twelve months after the Effective Time shall be delivered to the Surviving Corporation, upon demand of the Surviving Corporation, and any former stockholders of the Company shall thereafter such holders shall be entitled to look only to Parent (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to any the Surviving Corporation for payment of their claim for the Merger Consideration that may be payable upon due surrender for the Shares. (d) None of the Certificates held by them. Notwithstanding the foregoingParent, neither ParentNewco, the Surviving Corporation nor or the Paying Exchange Agent shall be liable to any holder of a Certificate for any Merger Consideration delivered person in respect of such Certificate any retained Shares (or the Shares formerly represented thereby dividends or distributions with respect thereto) or cash properly delivered to a public official pursuant to any applicable abandoned property, escheat or other similar Law. (de) Cash payments made Parent, the Surviving Corporation or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to Section 3.1 for SARs this Agreement to any holder of Shares such amounts as Parent, the Surviving Corporation or the Exchange Agent are required to deduct and Performance Share Units withhold in respect of such Shares under the Code, or any provision of state, local or foreign tax Law, with respect to the making of such payment. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of whom such deduction and withholding was made by Parent, the Company at Surviving Corporation or the Effective TimeExchange Agent.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At Immediately prior to the Effective Time, Parent shall deposit or cause to be deposited with First Chicago Trust Company of New York or another a bank or trust company located in the United States with assets in excess of $500,000,000 selected by Parent after consultation with and reasonably acceptable to the Company (the "“Paying Agent"), ”) for the benefit of the holders of Shares and Options the Aggregate Merger Consideration plus cash in an amount sufficient funds necessary to make cash the payments in lieu of fractional shares pursuant to Section 3.5 contemplated by Sections 3.1 and any applicable dividends or distributions pursuant to Section 3.4. The cash amounts referred to in 3.2, respectively (the immediately preceding sentence shall consist of immediately available funds (such funds hereinafter referred to as the "Exchange “Payment Fund"”). The Paying Agent shall, pursuant to irrevocable instructions, (x) deliver to each holder make the payments contemplated by Sections 3.1 and 3.2, respectively, out of Shares, the Payment Fund in accordance with the provisions of Section 3.4(c) below. (b) The Paying Agent shall invest the Payment Fund as directed by Parent or Newco in obligations of, or guaranteed by, the United States of America, in commercial paper obligations rated A- 0 or P- 1 or better by Mxxxx’x Investor Services or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or bankers’ acceptances of commercial banks with capital exceeding $200 million, in each case with maturities not exceeding seven days. Parent shall cause the Payment Fund to be promptly replenished to the extent of any losses incurred as a result of the aforementioned investments. All earnings thereon shall inure to the benefit of Parent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of Shares shall be entitled under Sections 3.1 and 3.2 and this Section 3.3, the cash portion of such holder's Merger Consideration out of the Exchange Fund, and the Exchange Fund, other than Parent shall in any interest thereon (which shall event be retained by Parent), liable for payment thereof. The Payment Fund shall not be used for any other purposepurpose except as expressly provided in this Agreement. (c) As soon as reasonably practicable after the Effective Time, and (y) deliver the Parent Common Stock portion of such holder's Merger Consideration (if any) out of the shares of Parent Common Stock deposited with the Paying Agent by Parent for the benefit shall mail to each holder of record (other than holders of Shares. The Exchange Fund certificates representing Dissenting Shares and for Shares referred to in Section 3.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) (i) a form of letter of transmittal (which shall specify that delivery shall be invested by effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, as directed by Parent, provided that such investments shall be limited to (i) direct obligations of the United States of America, and (ii) obligations instructions for which use in effecting the full faith and credit surrender of the United States of America is pledged to provide Certificates for the payment of principal and interest, (iii) commercial paper rated of the highest quality by Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Group, a division of XxXxxx- Xxxx Inc. ("S&P"), and (iv) certificates of deposit issued by a commercial bank whose long-term debt obligations are rated at least A2 by Moody's or at least A by S&P, in each case having a maturity not in excess of one year; provided, that nothing herein shall affect the obligation of Parent to pay the full cash portion of the Merger Consideration and any other cash amounts due to a holder hereunder. (b) therefor. Upon surrender of Certificates for cancellation to the Paying Agent, together with such Letter letter of Transmittal and Form of Election transmittal duly completed and executed and any other documents required by such instructionsdocuments, the holder of such Certificates shall be entitled to receive for each of the Shares formerly represented by such Certificates (x) the Merger Consideration elected by such holder pursuant to Section 3.2(b) (orConsideration, in the case of Textron, the Textron Consideration), (y) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.5, and (z) any dividends or distributions to which such holder may be entitled pursuant to Section 3.4, in each such case without any interest thereon and thereon, less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelled. . (d) If payment is to be made to a person Person other than the person Person in whose name a Certificate so surrendered is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.3(b)3.4, each Certificate (other than Certificates certificates representing Dissenting Shares held or Shares referred to in the Company's treasury or by Parent, Newco, any direct or indirect wholly owned subsidiary of Parent or any direct or indirect wholly owned subsidiary of the CompanySection 3.1(b)) shall represent for all purposes only the right to receive receive, for each Share represented thereby thereby, the Merger Consideration. If any such Certificates or Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and customary indemnification against loss by the Person claiming such Certificate or Certificates, the Paying Agent will pay in exchange for such lost, stolen or destroyed Certificate (subject to any required withholding of taxes by the Surviving Corporation) the applicable Merger ConsiderationConsideration in respect thereof upon receipt by the Paying Agent of such affidavit and indemnification against loss. (ce) At any time following Any portion of the sixth month Payment Fund made available to the Paying Agent which remains unclaimed by the former shareholders and option holders of the Company for six months after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it together with any portion of the Exchange Fund and all shares of Parent Common Stock deposited with the Paying Agent pursuant to Section 3.3(a) which had not been disbursed to holders of Certificates (including, without limitation, all interest earnings and other income received by related to the Paying Agent in respect Payment Fund, shall be delivered to Parent, upon demand of all funds made available to it)Parent, and any former shareholders and option holders of the Company shall thereafter such holders shall be entitled to look only to Parent (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to any for payment of their claim for the Merger Consideration that may be payable upon due surrender of for the Certificates held by them. Notwithstanding the foregoing, neither Parent, the Surviving Corporation nor Shares. (f) Neither the Paying Agent nor any party to this Agreement shall be liable to any holder shareholder of a Certificate the Company for any Shares, the Merger Consideration or cash delivered in respect of such Certificate or the Shares formerly represented thereby to a public official pursuant to and in accordance with any abandoned property, escheat or other similar Lawlaw. (dg) Cash payments made The Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to Section 3.1 for SARs this Agreement to any shareholder of the Company such amounts as the Company reasonably and Performance Share Units in good faith determines are required to be deducted and withheld with respect to the making of such payment under the Code (as defined below), or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the shareholder in respect of which such deduction and withholding was made by the Company at the Effective TimePaying Agent.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At the Effective Time, Parent shall deposit or cause make available to be deposited with First Chicago Trust Company of New York (the "EXCHANGE AGENT"), or another bank or trust company located in the United States with assets in excess of $500,000,000 such other exchange agent selected by Parent after consultation with and reasonably acceptable to the Company (the "Paying Agent"), for the benefit of the holders of Shares Shares, the Aggregate Merger Consideration plus cash in an amount sufficient funds necessary to make cash the payments in lieu of fractional shares pursuant to contemplated by Section 3.5 and any applicable dividends or distributions pursuant to Section 3.4. The cash amounts referred to in the immediately preceding sentence shall consist of immediately available funds 3.1 (such funds hereinafter referred to as the "Exchange FundEXCHANGE FUND"). Such funds may be invested by the Exchange Agent as directed by Parent, PROVIDED that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors Service, Inc. or Standard & Poor's Rating Services, respectively, or in deposit accounts, certificates of deposit, bank repurchase or reverse repurchase agreements or banker's acceptances of, or Eurodollar time deposits purchased from, commercial banks with capital exceeding $500 million. Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or Parent, as Parent directs. The Paying Exchange Agent shall, pursuant to irrevocable instructions, (x) deliver to each holder of Shares, in accordance with this Section 3.3, the cash portion of such holder's Merger Consideration out of the Exchange Fund, and the . The Exchange Fund, other than any interest thereon (which shall be retained by Parent), Fund shall not be used for any other purpose, and (y) deliver the Parent Common Stock portion of such holder's Merger Consideration (if any) out of the shares of Parent Common Stock deposited with the Paying Agent by Parent for the benefit of holders of Shares. The Exchange Fund shall be invested by the Paying Agent, as directed by Parent, provided that such investments shall be limited to (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated of the highest quality by Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Group, a division of XxXxxx- Xxxx Inc. ("S&P"), and (iv) certificates of deposit issued by a commercial bank whose long-term debt obligations are rated at least A2 by Moody's or at least A by S&P, in each case having a maturity not in excess of one year; provided, that nothing herein shall affect the obligation of Parent to pay the full cash portion of the Merger Consideration and any other cash amounts due to a holder hereunder. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates for Shares referred to in Section 3.1(c)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES") (i) 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 to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Paying Exchange Agent, together with such Letter letter of Transmittal and Form of Election transmittal duly completed and executed and any other documents required by such instructionsdocuments, the holder of such Certificates shall be entitled to receive for each of the Shares formerly represented by such Certificates (x) the Merger Consideration elected by such holder pursuant to Section 3.2(b) (orConsideration, in the case of Textron, the Textron Consideration), (y) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.5, and (z) any dividends or distributions to which such holder may be entitled pursuant to Section 3.4, in each such case without any interest thereon and thereon, less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, such Certificates shall upon and following the Effective Time represent solely the right to receive the Merger Consideration with respect to each of the Shares represented thereby. If payment is to be made to a person other than the person in whose name a Certificate so surrendered is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Paying Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.3(b3.4(b), each Certificate (other than Certificates representing Shares held in the Company's treasury or by Parent, Newco, or by Parent or any other direct or indirect wholly owned subsidiary of Parent or any direct or indirect wholly wholly-owned subsidiary of the CompanyCompany or Parent) shall upon and following the Effective Time represent for all purposes only the right to receive receive, for each Share represented thereby thereby, the applicable Merger Consideration. (c) At any time following the sixth month after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it any Any portion of the Exchange Fund and all shares of Parent Common Stock deposited with made available to the Paying Exchange Agent pursuant to Section 3.3(a) which had not been disbursed to holders of Certificates (including, without limitation, all interest and other income received remains unclaimed by the Paying Agent former stockholders of the Company for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand of the Surviving Corporation, and any former stockholders of the Company shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration for the Shares. If any Certificates shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of all funds made available such certificate would escheat to it)or become the property of any governmental entity, and thereafter any such holders shall be entitled to look only to Parent (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender shall, to the extent permitted by applicable law, become the property of the Certificates held by themSurviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, neither Parent, none of the Surviving Corporation nor Corporation, Parent or the Paying Exchange Agent shall be liable to any holder of a Certificate for any Merger Consideration delivered in respect of such Certificate or the Shares formerly represented thereby to a public official pursuant to any applicable abandoned property, escheat or other similar Lawlaw. (d) Cash payments made pursuant to Section 3.1 for SARs and Performance Share Units shall be made by the Company at the Effective Time.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At the Effective Time, Parent shall deposit or cause make available to be deposited with First Chicago Trust Company of New York or another bank or trust company located in the United States with assets in excess of $500,000,000 selected by Parent after consultation with the Company (the "Paying Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company for the benefit of the holders of Shares Shares, the Aggregate Merger Consideration plus cash in an amount sufficient funds necessary to make cash the payments in lieu of fractional shares pursuant to contemplated by Section 3.5 and any applicable dividends or distributions pursuant to Section 3.4. The cash amounts referred to in the immediately preceding sentence shall consist of immediately available funds 3.1 (such funds hereinafter referred to as the "Exchange Fund"). The Paying Agent shall, pursuant to irrevocable instructions, (x) deliver to each holder of Shares, in accordance with this Section 3.3, the cash portion of such holder's Merger Consideration out of the Exchange Fund, and the Exchange Fund, other than any interest thereon (which shall be retained by Parent), shall not be used for any other purpose, and (y) deliver the Parent Common Stock portion of such holder's Merger Consideration (if any) out of the shares of Parent Common Stock deposited with the Paying Agent by Parent for the benefit of holders of Shares. The Exchange Fund shall Such funds may be invested by the Paying Agent, Exchange Agent as directed by Parent, provided that such investments shall be limited to (i) direct in obligations of or guaranteed by the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) in commercial paper obligations rated of the highest quality A-1 or P-1 or better by Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings GroupRating Services, a division of XxXxxx- Xxxx Inc. ("S&P")respectively, and (iv) or in deposit accounts, certificates of deposit issued by a deposit, bank repurchase or reverse repurchase agreements or banker's acceptances of, or Eurodollar time deposits purchased from, commercial bank whose long-term debt obligations are rated at least A2 by Moody's banks with capital exceeding $500 million. Any net profit resulting from, or at least A by S&Pinterest or income produced by, in each case having a maturity not in excess of one year; providedsuch investments will be payable to the Surviving Corporation or Parent, that nothing herein shall affect the obligation of as Parent directs. The Exchange Agent shall, pursuant to pay the full cash portion of irrevocable instructions, deliver the Merger Consideration and out of the Exchange Fund. The Exchange Fund shall not be used for any other cash amounts due to a holder hereunderpurpose. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record (other than holders of certificates for Shares referred to in Section 3.1(c)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) 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 to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Paying Exchange Agent, together with such Letter letter of Transmittal and Form of Election transmittal duly completed and executed and any other documents required by such instructionsdocuments, the holder of such Certificates shall be entitled to receive for each of the Shares formerly represented by such Certificates (x) the Merger Consideration elected by such holder pursuant to Section 3.2(b) (orConsideration, in the case of Textron, the Textron Consideration), (y) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.5, and (z) any dividends or distributions to which such holder may be entitled pursuant to Section 3.4, in each such case without any interest thereon and thereon, less any required withholding of taxes, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, such Certificates shall upon and following the Effective Time represent solely the right to receive the Merger Consideration with respect to each of the Shares represented thereby. If payment is to be made to a person other than the person in whose name a Certificate so surrendered is registered on the stock transfer books of the Companyregistered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such payment shall pay to the Paying Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Exchange Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.3(b3.4(b), each Certificate (other than Certificates representing Shares held in the Company's treasury or by Parent, Newco, or by Parent or any other direct or indirect wholly owned subsidiary of Parent or any direct or indirect wholly wholly-owned subsidiary of the CompanyCompany or Parent) shall upon and following the Effective Time represent for all purposes only the right to receive receive, for each Share represented thereby thereby, the applicable Merger Consideration. (c) At any time following the sixth month after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it any Any portion of the Exchange Fund and all shares of Parent Common Stock deposited with made available to the Paying Exchange Agent pursuant to Section 3.3(a) which had not been disbursed to holders of Certificates (including, without limitation, all interest and other income received remains unclaimed by the Paying Agent former stockholders of the Company for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand of the Surviving Corporation, and any former stockholders of the Company shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration for the Shares. If any Certificates shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of all funds made available such certificate would escheat to it)or become the property of any governmental entity, and thereafter any such holders shall be entitled to look only to Parent (subject to abandoned property, escheat and other similar laws) as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender shall, to the extent permitted by applicable law, become the property of the Certificates held by themSurviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, neither Parent, none of the Surviving Corporation nor Corporation, Parent or the Paying Exchange Agent shall be liable to any holder of a Certificate for any Merger Consideration delivered in respect of such Certificate or the Shares formerly represented thereby to a public official pursuant to any applicable abandoned property, escheat or other similar Lawlaw. (d) Cash payments made pursuant to Section 3.1 for SARs and Performance Share Units shall be made by the Company at the Effective Time.