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

Payment for Shares in the Merger. (a) In accordance with Section 4.3, promptly after the Effective Time, The First National Bank of Boston, transfer agent for the Cognex Common Shares (the "Transfer Agent"), shall cancel all certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), and the holder of such Certificates shall forthwith receive the Share Consideration for the Shares represented by such Certificates. Notwithstanding the foregoing, pursuant to the provisions of Section 4.6, a portion of the aggregate Share Consideration which each of the Isys Shareholders would be otherwise entitled to receive shall be held in escrow. (b) The Isys Long Term Equity Incentive Plan (the "Incentive Plan") shall continue in effect after the Merger; provided, however, that, upon the Effective Date, all outstanding options to purchase shares of Isys Common Stock thereunder shall automatically convert into options to purchase shares of Cognex Common Stock ("Isys Options"). Each holder of an Isys Option granted under the Incentive Plan shall be entitled, in accordance with the existing terms of such Isys Option, to purchase after the Effective Time that number of shares of Cognex Common Stock determined by multiplying the number of shares of Common Stock of Isys subject to such Isys Option at the Effective Time by the Exchange Ratio, and the exercise price per share for each such Isys Option will equal the exercise price of the Isys Option immediately prior to the Effective Time divided by the Exchange Ratio. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Cognex Common Stock subject to such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. The continuous term of employment with Isys will be credited to each holder of an Isys Option as if it were employment with Cognex for purposes of determining the vesting and the number of shares subject to exercise after the Exercise Time. The Isys Options shall vest and terminate on such dates, shall have the same restrictions and shall be substantially similar, as nearly as may be, to the options heretofore held by such individuals and converted as herein provided. Cognex agrees to file a registration statement on Form S-8 with respect to the shares issuable upon the exercise of the Isys Options. Payment of the exercise price of Isys Options may be made by delivery of shares of Cognex Common Stock owned by the exercising optionee having a fair market value equal in amount to the exercise price of the Isys Options being exercised; provided, however, that such payment by delivery of shares of Cognex Common Stock may be made only if such payment does not result in a charge to earnings of Cognex for financial accounting purposes. (c) Each holder of outstanding Isys Options which were granted in tandem with Restricted Isys Shares may, during the one year period from the date hereof, exercise only up to (i) 95% of such holder's Isys Options in the event the Closing Market Price is less than $26.00 per share or (ii) 90% of such holder's Isys Options in the event the Closing Market Price is equal to or greater than $26.00 per share.

Payment for Shares in the Merger. (a) In accordance with Section 4.3, promptly after Prior to the Effective Time, The First National Bank of Boston, transfer Parent shall appoint an agent for the Cognex Common Shares (the "Transfer AgentPAYING AGENT"), shall cancel all ) reasonably acceptable to the Company for the purpose of exchanging certificates which immediately representing shares of Company Common Stock (the "CERTIFICATES") for the Merger Consideration. At or prior to the Effective Time represented outstanding Shares (Time, Parent or Purchaser shall deposit with the "Certificates")Paying Agent, and the holder of such Certificates shall forthwith receive the Share Consideration in trust for the Shares represented by such Certificates. Notwithstanding the foregoing, pursuant to the provisions of Section 4.6, a portion benefit of the aggregate Share Consideration which each of the Isys Shareholders would be otherwise entitled to receive shall be held in escrow. (b) The Isys Long Term Equity Incentive Plan (the "Incentive Plan") shall continue in effect after the Merger; provided, however, that, upon the Effective Date, all outstanding options to purchase shares of Isys Common Stock thereunder shall automatically convert into options to purchase shares of Cognex Common Stock ("Isys Options"). Each holder of an Isys Option granted under the Incentive Plan shall be entitled, in accordance with the existing terms of such Isys Option, to purchase after the Effective Time that number holders of shares of Cognex Company Common Stock, cash in immediately available funds sufficient to pay the Merger Consideration to be paid in respect of all shares of Company Common Stock determined by multiplying the number of shares of Common Stock of Isys subject to then outstanding, other than those described in Section 3.01(a)(iii) (such Isys Option at the Effective Time by the Exchange Ratio, and the exercise price per share for each such Isys Option will equal the exercise price of the Isys Option immediately prior to the Effective Time divided by the Exchange Ratio. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Cognex Common Stock subject to such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. The continuous term of employment with Isys will be credited hereinafter referred to each holder of an Isys Option as if it were employment with Cognex for purposes of determining the vesting and the number of shares subject to exercise after the Exercise Time. The Isys Options shall vest and terminate on such dates, shall have the same restrictions and shall be substantially similar, as nearly as may be, to the options heretofore held by such individuals and converted as herein provided. Cognex agrees to file a registration statement on Form S-8 with respect to the shares issuable upon the exercise of the Isys Options. Payment of the exercise price of Isys Options may be made by delivery of shares of Cognex Common Stock owned by the exercising optionee having a fair market value equal in amount to the exercise price of the Isys Options being exercised"PAYMENT FUND"); provided, however, that no such deposit shall relieve Parent or Purchaser of its obligations to pay the Merger Consideration pursuant to Section 3.01(a)(i). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation pending payment thereof by delivery the Paying Agent to the holders of record of shares of Cognex Company Common Stock. Earnings from such investment shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of record of shares of Company Common Stock. (b) As soon as reasonably practicable after the Effective Time, Parent will cause the Paying Agent to send to each holder of record of shares of Company Common Stock may at the Effective Time (other than holders of Shares of Company Common Stock referred to in Section 3.01(a)(iii)) a letter of transmittal (which shall specify that the delivery shall be made effected, and risk of loss and title shall pass, only if upon proper delivery of the Certificates to the Paying Agent and will be in such form and have such other provisions as Parent reasonably specifies) and instructions for use in effecting the surrender of Certificate(s) for payment does not result in a charge to earnings of Cognex the Merger Consideration for financial accounting purposesthe shares represented thereby. (c) Each holder of outstanding Isys Options record of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon surrender to the Paying Agent of one or more Certificates, together with a properly completed letter of transmittal, the Merger Consideration in respect of each share of Company Common Stock represented by such Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall be paid or accrued on any amount payable upon surrender of any Certificate. (d) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Paying Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Paying Agent that such tax has been paid or is not payable. (e) Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which were granted the Surviving Corporation or Parent, as the case may be, made such deduction and withholding. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in tandem such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with Restricted Isys Shares mayrespect to such Certificate, during the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, as contemplated by this Article. (g) At the Effective Time, the stock transfer books of the Company shall be closed there shall be no further registration of transfers of shares of Company Common Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 3. (h) Any portion of the Payment Fund (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock one year period from after the date hereofEffective Time shall be returned to Parent, exercise upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 3.02 prior to that time shall thereafter look only up to the Surviving Corporation for payment of the Merger Consideration in respect of such shares without any interest thereon. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of shares of Company Common Stock for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (i) 95% The Surviving Corporation shall pay all charges and expenses of such holder's Isys Options in the event the Closing Market Price is less than $26.00 per share or (ii) 90% of such holder's Isys Options in the event the Closing Market Price is equal to or greater than $26.00 per sharePaying Agent.

Payment for Shares in the Merger. (a) In At the Effective Time, Tango shall deposit, or shall cause to be deposited, with a bank or trust company selected by Tango and reasonably acceptable to Twister as exchange agent for the Twister Shares in accordance with this Article II (the "Exchange Agent"), for the benefit of those persons who immediately prior to the Effective Time were the holders of Twister Shares, a sufficient number of certificates representing shares of Tango Common Stock required to effect the delivery of the aggregate Share Consideration required to be issued pursuant to Section 4.32.1 (the certificates representing Tango Common Stock comprising such aggregate Share Consideration, promptly together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions from Tango, deliver the shares of Tango Common Stock contemplated to be issued pursuant to Section 2.1 and effect the sales provided for in Section 2.4 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (b) As soon as reasonably practicable after the Effective Time, The First National Bank Tango shall cause the Exchange Agent to send to each holder of Boston, transfer agent for the Cognex Common Shares (the "Transfer Agent"), shall cancel all record of a certificate or certificates which immediately prior to the Effective Time represented evidenced outstanding Shares shares of Twister Common Stock (the "Certificates"), (A) a 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 shall be in such form and have such other provisions as Tango may reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates in exchange for certificates evidencing the Share Consideration and cash in lieu of fractional shares, if any. Upon the surrender for exchange of a Certificate, together with such letter of transmittal duly completed and properly executed in accordance with instructions thereto and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificates Certificate shall forthwith be entitled to receive in exchange therefor (X) certificates evidencing the Share Consideration for the Shares represented by to which such Certificates. Notwithstanding the foregoingholder is entitled hereunder, (Y) cash in lieu of fractional shares of Tango Common Stock to which such holder is entitled pursuant to Section 2.4 herein and (Z) any dividends or other distribution to which such holder is entitled pursuant to Section 2.2(c) herein (the provisions Share Consideration, the dividends, distributions and cash described in clauses (X), (Y) and (Z) being collectively referred to as the "Merger Consideration"), and the surrendered Certificate shall forthwith be cancelled. Until so surrendered and exchanged, the Certificates shall represent solely the right to receive the Merger Consideration, subject to any required withholding of Section 4.6taxes. If Share Consideration for any Twister Shares is to be issued to a person other than the person in whose name the Certificates for such shares surrendered are registered, it shall be a portion condition of the aggregate exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the delivery of such Share Consideration which each to a person other than the registered owner of the Isys Shareholders would Certificates surrendered or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Unless prohibited by law, former stockholders of record of Twister shall be otherwise entitled to receive shall be held vote, after the Effective Time, at any meeting of Tango stockholders, the number of whole shares of Tango Common Stock into which their respective Twister Shares are converted, regardless of whether such holders have exchanged their Certificates in escrowaccordance with this Section 2.2. (bc) The Isys Long Term Equity Incentive Plan (the "Incentive Plan") shall continue in effect after the Merger; provided, however, that, upon the Effective Date, all outstanding options No dividends or other distributions with respect to purchase shares of Isys Tango Common Stock thereunder shall automatically convert into options to purchase shares of Cognex Common Stock ("Isys Options"). Each holder of an Isys Option granted under the Incentive Plan shall be entitled, in accordance with the existing terms of such Isys Option, to purchase a record date after the Effective Time that number shall be paid to the holders of any unsurrendered Certificate with respect to the shares of Cognex Tango Common Stock determined represented thereby, and no other part of the Merger Consideration shall be paid to any such holder, until the surrender of such Certificate in accordance with this Section 2.2. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid by multiplying Tango or the Exchange Agent to the holder of the certificates evidencing whole shares of Tango Common Stock issued in exchange therefor, in addition to the Share Consideration to be issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Tango Common Stock to which such holder is entitled pursuant to Section 2.4 and the amount of dividends or other distributions, with a record date after the Effective Time theretofore paid with respect to such Share Consideration, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender, payable with respect to such Share Consideration. (d) In the event any Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Tango, the posting by such person of a bond in such amount, form and with such surety as Tango may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the number of shares of the Tango Common Stock and cash in lieu of Isys subject fractional shares deliverable (and unpaid dividends and distributions) in respect thereof pursuant to such Isys Option at this Agreement. (e) Tango, as the Effective Time by the Exchange Ratiosole stockholder of Merger Sub, and the exercise price per share for each such Isys Option will equal the exercise price of the Isys Option immediately prior shall, upon surrender to the Effective Time divided by Surviving Corporation of certificates representing the Exchange Ratio. If the foregoing calculation results in an assumed option being exercisable for Merger Sub Common Stock, receive a fraction of a share, then certificate representing the number of shares of Cognex the Surviving Corporation Common Stock subject to into which such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. The continuous term of employment with Isys will be credited to each holder of an Isys Option as if it were employment with Cognex for purposes of determining the vesting and the number of shares subject to exercise after the Exercise Time. The Isys Options shall vest and terminate on such dates, Merger Sub Common Stock shall have the same restrictions and shall be substantially similar, as nearly as may be, been converted pursuant to the options heretofore held by such individuals and converted as herein provided. Cognex agrees to file a registration statement on Form S-8 with respect to the shares issuable upon the exercise of the Isys Options. Payment of the exercise price of Isys Options may be made by delivery of shares of Cognex Common Stock owned by the exercising optionee having a fair market value equal in amount to the exercise price of the Isys Options being exercised; provided, however, that such payment by delivery of shares of Cognex Common Stock may be made only if such payment does not result in a charge to earnings of Cognex for financial accounting purposesSection 2.1. (cf) Each holder Certificates surrendered for exchange by any person constituting a Pooling Affiliate of outstanding Isys Options which were granted Twister (as defined in tandem with Restricted Isys Shares may, during the one year period Section 5.13) shall not be exchanged for certificates representing Tango Common Stock until Tango has received a written agreement from the date hereof, exercise only up to (i) 95% of such holder's Isys Options person as provided in the event the Closing Market Price is less than $26.00 per share or (ii) 90% of such holder's Isys Options in the event the Closing Market Price is equal to or greater than $26.00 per shareSection 5.13.

Payment for Shares in the Merger. Shurgard REIT shall deliver to each holder of record of a Certificate or Certificates (a) In accordance a form of letter of transmittal (which shall provide acknowledgement that (i) the Representatives are authorized to act on behalf of the Management Company shareholders with respect to the Agreement, the Indemnification Escrow Agreement and the Contingent Shares Agreement (as defined below) as set forth in Section 4.34.9 hereof, promptly (ii) such shareholder agrees to be bound by the personal indemnification under Section 4.8(b) and (iii) delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to Shurgard REIT at the Closing) and (b) instructions for use in effecting the surrender of the Certificates for payment therefor. Except as provided in Section 4.8 below, at or after the Effective Time, The First National Bank upon surrender of BostonCertificates for cancellation to Shurgard REIT, transfer agent for the Cognex Common Shares (the "Transfer Agent")together with such letter of transmittal duly executed and any other required documents, shall cancel all certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), and the holder of such Certificates shall forthwith receive the Share Consideration for each of the Shares represented by such Certificates. Notwithstanding the foregoingCertificates (i) his, pursuant to the provisions of Section 4.6, a her or its pro rata portion of the aggregate Share Consideration which each of Consideration, (ii) the Isys Shareholders would be otherwise entitled right to receive Contingent Shares and cash in lieu of fractional Contingent Shares as contemplated by Section 4.7, and (iii) cash in lieu of fractional Shurgard REIT Common Shares as contemplated by Section 4.3, and the Certificates so surrendered shall forthwith be held in escrow. (b) The Isys Long Term Equity Incentive Plan (the "Incentive Plan") shall continue in effect after the Merger; providedcanceled. Until surrendered, however, thateach outstanding Certificate shall, upon the Effective Date, all outstanding options to purchase shares of Isys Common Stock thereunder shall automatically convert into options to purchase shares of Cognex Common Stock ("Isys Options"). Each holder of an Isys Option granted under the Incentive Plan shall be entitled, in accordance with the existing terms of such Isys Option, to purchase and after the Effective Time that number Time, be deemed for all purposes (other than to the extent provided in the following sentence) to evidence ownership of shares of Cognex Common Stock determined by multiplying the number of shares of Shurgard REIT Common Stock of Isys subject Shares into which such Shares have been converted pursuant to such Isys Option at the Effective Time by the Exchange Ratio, Section 4.1 hereof and the exercise price per share for each other rights contemplated in the preceding sentence. Unless and until such Isys Option will equal outstanding Certificates are so surrendered, the exercise price holders thereof shall not be entitled to receive any dividends or distributions of the Isys Option immediately prior any kind payable to the Effective Time divided by holders of record of Shurgard REIT Common Shares. Upon the Exchange Ratio. If the foregoing calculation results in an assumed option being exercisable for a fraction surrender of a share, then the number of shares of Cognex Common Stock subject to any such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. The continuous term of employment with Isys will be credited to each holder of an Isys Option as if it were employment with Cognex for purposes of determining the vesting and the number of shares subject to exercise after the Exercise Time. The Isys Options shall vest and terminate on such dates, shall have the same restrictions and shall be substantially similar, as nearly as may be, to the options heretofore held by such individuals and converted as herein provided. Cognex agrees to file a registration statement on Form S-8 with respect to the shares issuable upon the exercise of the Isys Options. Payment of the exercise price of Isys Options may be made by delivery of shares of Cognex Common Stock owned by the exercising optionee having a fair market value equal in amount to the exercise price of the Isys Options being exercised; providedCertificate, however, that there shall be paid to the record holder thereof the aggregate amount of dividends and distributions, if any, which theretofore became payable in respect of the Shurgard REIT Common Shares into which the Shares represented by such payment by delivery of shares of Cognex Common Stock may Certificate have been converted, and such surrendered Certificate shall be made only if such payment does not result duly cancelled. No interest shall be payable on or in a charge to earnings of Cognex for financial accounting purposes. (c) Each holder of outstanding Isys Options which were granted in tandem with Restricted Isys Shares may, during the one year period from the date hereof, exercise only up to (i) 95% respect of such holder's Isys Options in the event the Closing Market Price is less than $26.00 per share deferred dividends or (ii) 90% distributions until surrender of such holder's Isys Options in the event the Closing Market Price is equal to or greater than $26.00 per shareoutstanding Certificates.

Payment for Shares in the Merger. (a) In accordance Prior to the Effective Time, Parent shall appoint an agent (the "Paying Agent") for the purpose of exchanging certificates representing shares of Target Company Common Stock, shares of Series B Stock and/or shares of Series C Stock, as applicable (singly, a "Certificate," collectively, the "Certificates") for the Merger Consideration. Prior to the Effective Time, Parent or Merger Sub shall deposit with Section 4.3the Paying Agent, promptly in trust for the benefit of holders of Target Company Common Stock, holders of Series B Stock and/or holders of Series C Stock, as applicable, the Merger Consideration consisting of the certificates for Parent Common Stock, Parent Series A Stock and Parent Series B Stock to be issued upon conversion of the shares of Target Company Common Stock, shares of Series B Stock or shares of Series C Stock, as applicable. (b) As soon as reasonably practicable after the Effective Time, The First National Bank of Boston, transfer agent for Parent will cause the Cognex Common Shares (the "Transfer Agent"), shall cancel all certificates which immediately prior Paying Agent to the Effective Time represented outstanding Shares (the "Certificates"), and the send to each holder of such Certificates shall forthwith receive the Share Consideration for the Shares represented by such Certificates. Notwithstanding the foregoing, pursuant to the provisions of Section 4.6, a portion of the aggregate Share Consideration which each of the Isys Shareholders would be otherwise entitled to receive shall be held in escrow. (b) The Isys Long Term Equity Incentive Plan (the "Incentive Plan") shall continue in effect after the Merger; provided, however, that, upon the Effective Date, all outstanding options to purchase shares of Isys Common Stock thereunder shall automatically convert into options to purchase shares of Cognex Common Stock ("Isys Options"). Each holder of an Isys Option granted under the Incentive Plan shall be entitled, in accordance with the existing terms of such Isys Option, to purchase after the Effective Time that number of shares of Cognex Target Company Common Stock determined by multiplying the number of Stock, shares of Common Series B Stock and/or shares of Isys subject to such Isys Option Series C Stock, as applicable, at the Effective Time by a letter of transmittal (which shall specify that the Exchange Ratiodelivery shall be effected, and the exercise price per share for each such Isys Option will equal the exercise price risk of loss and title shall pass, only upon proper delivery of the Isys Option immediately prior Certificates to the Effective Time divided by the Exchange Ratio. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Cognex Common Stock subject to such option Paying Agent and will be rounded down to in such form and have such other provisions as Parent reasonably specifies) and instructions for use in effecting the nearest whole number with no cash being payable surrender of Certificate(s) for such fractional share. The continuous term of employment with Isys will be credited to each holder of an Isys Option as if it were employment with Cognex for purposes of determining the vesting and the number of shares subject to exercise after the Exercise Time. The Isys Options shall vest and terminate on such dates, shall have the same restrictions and shall be substantially similar, as nearly as may be, to the options heretofore held by such individuals and converted as herein provided. Cognex agrees to file a registration statement on Form S-8 with respect to the shares issuable upon the exercise of the Isys Options. Payment of the exercise price of Isys Options may be made by delivery of shares of Cognex Common Stock owned by the exercising optionee having a fair market value equal in amount to the exercise price of the Isys Options being exercised; provided, however, that such payment by delivery of shares of Cognex Common Stock may be made only if such payment does not result in a charge to earnings of Cognex for financial accounting purposestherefor. (c) Each holder of outstanding Isys Options shares of Target Company Common Stock, shares of Series B Stock and/or shares of Series C Stock, as applicable, that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon surrender to the Paying Agent of a Certificate, together with a properly completed letter of transmittal, the Merger Consideration in respect of each share of Target Company Common Stock, each share of Series B Stock or each share of Series C Stock, as applicable, represented by such Certificate. Until so surrendered, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall in any event be due or payable to any holder of shares of Target Company Common Stock, shares of Series B Stock, or shares of Series C Stock. (d) If any portion of the Merger Consideration is to be paid to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay to the Paying Agent any transfer or other taxes required as a result of such payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Paying Agent that such tax has been paid or is not payable. (e) Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Target Company Common Stock, shares of Series B Stock, and/or shares of Series C Stock, as applicable, in respect of which were granted the Surviving Corporation or Parent, as the case may be, made such deduction and withholding. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Parent, the posting by such person of a bond, in tandem such reasonable amount as the Parent may direct, as indemnity against any claim that may be made against it with Restricted Isys Shares mayrespect to such Certificate, during the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Target Company Common Stock, shares of Series B Stock, or shares of Series C Stock represented by such Certificate, as contemplated by this Article 2. (g) All shares of Parent Common Stock and Parent Preferred Stock issued upon the surrender of Certificates in accordance with this Section 2.03 shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Target Company Common Stock, shares of Series B Stock, and shares of Series C Stock theretofore represented by such Certificates. (h) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of Target Company Common Stock, shares of Series B Stock, and/or shares of Series C Stock, as applicable, one year period from after the date hereofEffective Time shall be returned to Parent, exercise upon demand, and any such holder who has not exchanged shares of Target Company Common Stock, shares of Series B Stock, and/or shares of Series C Stock, as applicable, for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only up to the Surviving Corporation for payment of the Merger Consideration in respect of such shares without any interest thereon. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of shares of Target Company Common Stock, shares of Series B Stock, or shares of Series C Stock for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (i) 95% Parent shall cause all charges and expenses of such holder's Isys Options in the event the Closing Market Price is less than $26.00 per share or (ii) 90% of such holder's Isys Options in the event the Closing Market Price is equal Paying Agent to or greater than $26.00 per sharebe paid.

Payment for Shares in the Merger. (ai) In accordance with Section 4.3, promptly Promptly after the Effective Time, The First National Bank of Boston, transfer WikiLoan will furnish to an exchange agent selected by WikiLoan and reasonably acceptable to WikiPay (the “Exchange Agent”) for the Cognex Common benefit of the WikiPay Stockholders, a sufficient number of stock certificates representing that number of WikiLoan Shares issuable in connection with the Merger pursuant to Section 2.4(g) hereof. As soon as reasonably practicable after the Effective Time, WikiLoan will cause the Exchange Agent to mail a letter of transmittal (the "Transfer Agent"with instructions for its use), shall cancel all certificates which immediately prior in a form reasonably determined by WikiLoan and WikiPay, to each record holder of outstanding WikiPay Shares as of the Effective Time for such holder to use in surrendering the certificates which formerly represented outstanding such holder's WikiPay Shares (in exchange for the "Certificates")Merger Consideration to which such holder is entitled. The letter of transmittal shall state that delivery shall be effected, and risk of loss and title to the WikiPay Share certificates shall pass, only upon proper delivery of the certificates for payment therefore. Upon surrender of a certificate formerly representing WikiPay Shares for cancellation to the Exchange Agent together with such letter of transmittal duly completed and executed, the holder of such Certificates certificate shall be entitled to receive in exchange therefore the Merger Consideration and to which such holder may be entitled pursuant to Section 2.4(g) and the certificate so surrendered shall forthwith be canceled. Until so surrendered, WikiPay Share certificates shall represent solely the right to receive the Merger Consideration. No dividends or other distributions that are declared on the WikiLoan Shares and payable to the holders of record thereof after the Effective Time will be paid to Persons entitled by reason of the Merger to receive WikiLoan Shares until such Persons surrender their WikiPay Share Consideration certificates. (ii) If any certificate representing WikiLoan Shares is to be paid to or issued in a name other than that in which the WikiPay Share certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorse and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of certificates for WikiLoan Shares represented by in a name other than that of the registered holder of the WikiPay Share certificate surrendered, or shall establish to the reasonable satisfaction of the Exchange Agent that such Certificatestax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of WikiPay Shares for any Merger Consideration, or dividends on WikiLoan Shares or other distributions with respect to WikiLoan Shares delivered to a public official pursuant to applicable escheat law. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to WikiLoan Shares held by it from time to time, except that, subject to applicable escheat law, it shall receive and hold all dividends or other distributions paid or distributed with respect to such WikiLoan Shares for the provisions of Section 4.6, a portion account of the aggregate Share Consideration which each of the Isys Shareholders would be otherwise Persons entitled to receive shall be held in escrowthereto. (biii) The Isys Long Term Equity Incentive Plan WikiLoan may cause the Exchange Agent to return any Merger Consideration and dividends and distributions on WikiLoan Shares remaining unclaimed one hundred eighty (the "Incentive Plan"180) shall continue in effect after the Merger; provided, however, that, upon the Effective Date, all outstanding options to purchase shares of Isys Common Stock thereunder shall automatically convert into options to purchase shares of Cognex Common Stock ("Isys Options"). Each holder of an Isys Option granted under the Incentive Plan shall be entitled, in accordance with the existing terms of such Isys Option, to purchase days after the Effective Time that number Time, and thereafter each remaining former record holder of shares of Cognex Common Stock determined by multiplying the number of shares of Common Stock of Isys outstanding WikiPay Shares shall be entitled to look to WikiLoan (subject to such Isys Option at the Effective Time by the Exchange Ratioabandoned property, escheat, and the exercise price per share for each such Isys Option will equal the exercise price of the Isys Option immediately prior to the Effective Time divided by the Exchange Ratio. If the foregoing calculation results in an assumed option being exercisable for other similar laws) as a fraction of a share, then the number of shares of Cognex Common Stock subject to such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. The continuous term of employment with Isys will be credited to each holder of an Isys Option as if it were employment with Cognex for purposes of determining the vesting and the number of shares subject to exercise after the Exercise Time. The Isys Options shall vest and terminate on such dates, shall have the same restrictions and shall be substantially similar, as nearly as may be, to the options heretofore held by such individuals and converted as herein provided. Cognex agrees to file a registration statement on Form S-8 general creditor thereof with respect to the shares issuable WikiLoan Shares and cash and dividends and distributions thereon to which such former holder is entitled upon the exercise of the Isys Options. Payment of the exercise price of Isys Options may be made by delivery of shares of Cognex Common Stock owned by the exercising optionee having a fair market value equal in amount to the exercise price of the Isys Options being exercised; provided, however, that such payment by delivery of shares of Cognex Common Stock may be made only if such payment does not result in a charge to earnings of Cognex for financial accounting purposes. (c) Each holder of outstanding Isys Options which were granted in tandem with Restricted Isys Shares may, during the one year period from the date hereof, exercise only up to (i) 95% surrender of such holder's Isys Options in certificates. (iv) WikiLoan shall pay the event charges and expenses of the Closing Market Price is less than $26.00 per share or (ii) 90% of such holder's Isys Options in the event the Closing Market Price is equal to or greater than $26.00 per shareExchange Agent.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) In accordance with At the Effective Time, Parent shall make available to an exchange agent selected by Parent and reasonably acceptable to the Company (the "Exchange Agent"), (i) for the benefit of those Persons who immediately prior to the Effective Time were the holders of TCI Group Shares, a sufficient number of certificates representing Parent Common Shares required to effect the delivery of the aggregate TCI Group Share Consideration required to be issued pursuant to Section 4.34.1 (the certificates representing Parent Common Shares comprising such aggregate TCI Group Share Consideration being hereinafter referred to as the "TCI Group Exchange Fund"), promptly (ii) for the benefit of those Persons who immediately prior to the Effective Time were the holders of Liberty Media Tracking Shares, a sufficient number of certificates representing the appropriate series of Parent Liberty Tracking Shares required to effect the delivery of the aggregate Liberty Media Share Consideration required to be issued pursuant to Section 4.1 (the certificates representing Parent Liberty Tracking Shares comprising such aggregate Liberty Media Share Consideration being hereinafter referred to as the "Liberty Media Exchange Fund"), and (iii) if applicable, for the benefit of those Persons who immediately prior to the Effective Time were the holders of TCI Ventures Tracking Shares, a sufficient number of certificates representing the appropriate series of Parent Liberty Tracking Shares required to effect the delivery of the aggregate TCI Ventures Share Consideration required to be issued pursuant to Section 4.1 (the certificates representing Parent Liberty Tracking Shares comprising such aggregate TCI Ventures Share Consideration being hereinafter referred to as the "TCI Ventures Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Parent Common Shares and the Parent Liberty Tracking Shares contemplated to be issued pursuant to Section 4.1 and effect the sales provided for in Section 4.3 out of the applicable Exchange Fund. The Exchange Funds shall not be used for any other purpose. (i) Promptly after the Effective Time, The First National Bank the Exchange Agent shall mail to each holder of Boston, transfer agent for the Cognex Common Shares (the "Transfer Agent"), shall cancel all record of a certificate or certificates which immediately prior to the Effective Time represented outstanding TCI Group Shares (the "TCI Group Certificates") (1) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the TCI Group Certificates shall pass, only upon proper delivery of the TCI Group Certificates to the Exchange Agent) and (2) instructions for use in effecting the surrender of the TCI Group Certificates for payment therefor. Upon surrender of TCI Group Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such TCI Group Certificates shall forthwith be entitled to receive for each of the Share Consideration for the TCI Group Shares represented by such Certificates. Notwithstanding TCI Group Certificates the foregoing, pursuant to the provisions of Section 4.6, a portion of the aggregate appropriate TCI Group Share Consideration which and the TCI Group Certificates so surrendered shall forthwith be canceled. Until so surrendered, TCI Group Certificates shall represent solely the right to receive the appropriate TCI Group Share Consideration and any cash in lieu of fractional Parent Common Shares as contemplated by Section 4.3 with respect to each of the Isys Shareholders would be otherwise entitled TCI Group Shares represented thereby. No dividends or other distributions that are declared on the Parent Common Shares and payable to receive shall be held in escrow. (b) The Isys Long Term Equity Incentive Plan (the "Incentive Plan") shall continue in effect after the Merger; provided, however, that, upon the Effective Date, all outstanding options to purchase shares holders of Isys Common Stock thereunder shall automatically convert into options to purchase shares of Cognex Common Stock ("Isys Options"). Each holder of an Isys Option granted under the Incentive Plan shall be entitled, in accordance with the existing terms of such Isys Option, to purchase record thereof after the Effective Time that number will be paid to Persons entitled by reason of shares of Cognex the Merger to receive Parent Common Stock determined by multiplying Shares until such Persons surrender their TCI Group Certificates. Upon such surrender, there shall be paid to the number of shares of Person in whose name the Parent Common Stock of Isys subject to such Isys Option at Shares are issued any dividends or other distributions having a record date after the Effective Time by and payable with respect to such Parent Common Shares between the Effective Time and the time of such surrender. After such surrender, there shall be paid on the applicable payment date, to the Person in whose name the Parent Common Shares are issued, any dividends or other distributions on such Parent Common Shares, as applicable, which shall have a record date after the Effective Time and prior to such surrender and a payment date after such surrender. In no event shall the Persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. (ii) Promptly after the Effective Time, the Exchange Ratio, and the exercise price per share for Agent shall mail to each such Isys Option will equal the exercise price holder of the Isys Option record of a certificate or certificates which immediately prior to the Effective Time divided by represented outstanding Liberty Media Tracking Shares (the "Liberty Media Certificates") (1) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Liberty Media Certificates shall pass, only upon proper delivery of the Liberty Media Certificates to the Exchange RatioAgent) and (2) instructions for use in effecting the surrender of the Liberty Media Certificates for payment therefor. If Upon surrender of Liberty Media Certificates for cancellation to the foregoing calculation results Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Liberty Media Certificates shall be entitled to receive for each of the Liberty Media Tracking Shares represented by such Liberty Media Certificates the appropriate Liberty Media Share Consideration and the Liberty Media Certificates so surrendered shall forthwith be canceled. Until so surrendered, Liberty Media Certificates shall represent solely the right to receive the appropriate Liberty Media Share Consideration and any cash in an assumed option being exercisable for lieu of fractional Parent Liberty Tracking Shares as contemplated by Section 4.3 with respect to each of the Liberty Media Tracking Shares represented thereby. No dividends or other distributions that are declared on the Parent Liberty Tracking Shares and payable to the holders of record thereof after the Effective Time will be paid to Persons entitled by reason of the Merger to receive Parent Liberty Tracking Shares until such Persons surrender their Liberty Media Certificates. Upon such surrender, there shall be paid to the Person in whose name the Parent Liberty Tracking Shares are issued any dividends or other distributions having a fraction of a share, then record date after the number of shares of Cognex Common Stock subject Effective Time and payable with respect to such option will Parent Liberty Tracking Shares between the Effective Time and the time of such surrender. After such surrender, there shall be rounded down paid on the applicable payment date, to the nearest whole number with Person in whose name the Parent Liberty Tracking Shares are issued, any dividends or other distributions on such Parent Liberty Tracking Shares, as applicable, which shall have a record date after the Effective Time and prior to such surrender and a payment date after such surrender. In no cash being payable for event shall the Persons entitled to receive such fractional share. The continuous term of employment with Isys will dividends or other distributions be credited entitled to receive interest on such dividends or other distributions. (iii) Promptly after the Effective Time, the Exchange Agent shall mail to each holder of an Isys Option as record, if it were employment any, of a certificate or certificates which immediately prior to the Effective Time represented outstanding TCI Ventures Tracking Shares (the "TCI Ventures Certificates") (1) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the TCI Ventures Certificates shall pass, only upon proper delivery of the TCI Ventures Certificates to the Exchange Agent) and (2) instructions for use in effecting the surrender of the TCI Ventures Certificates for payment therefor. Upon surrender of TCI Ventures Certificates for cancellation to the Exchange Agent, together with Cognex such letter of transmittal duly executed and any other required documents, the holder of such TCI Ventures Certificates shall be entitled to receive for purposes each of determining the vesting TCI Ventures Tracking Shares represented by such TCI Ventures Certificates the appropriate TCI Ventures Share Consideration and the number TCI Ventures Certificates so surrendered shall forthwith be canceled. Until so surrendered, TCI Ventures Certificates shall represent solely the right to receive the appropriate TCI Ventures Share Consideration and any cash in lieu of shares subject fractional Parent Liberty Tracking Shares as contemplated by Section 4.3 with respect to exercise each of the TCI Ventures Tracking Shares represented thereby. No dividends or other distributions that are declared on the Parent Liberty Tracking Shares and payable to the holders of record thereof after the Exercise TimeEffective Time will be paid to Persons entitled by reason of the Merger to receive Parent Liberty Tracking Shares until such Persons surrender their TCI Ventures Certificates. The Isys Options shall vest and terminate on Upon such datessurrender, shall have the same restrictions and there shall be substantially similarpaid to the Person in whose name the Parent Liberty Tracking Shares are issued any dividends or other distributions having a record date after the Effective Time and payable with respect to such Parent Liberty Tracking Shares between the Effective Time and the time of such surrender. After such surrender, as nearly as may bethere shall be paid on the applicable payment date, to the options heretofore held Person in whose name the Parent Liberty Tracking Shares are issued, any dividends or other distributions on such Parent Liberty Tracking Shares, as applicable, which shall have a record date after the Effective Time and prior to such surrender and a payment date after such surrender. In no event shall the Persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. (iv) If any cash or any certificate representing Parent Common Shares or Parent Liberty Tracking Shares is to be paid to or issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of certificates for such individuals and converted Parent Common Shares or Parent Liberty Tracking Shares, as herein providedapplicable, in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Cognex agrees Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to file a registration statement on Form S-8 holder of Shares for any Parent Common Shares or Parent Liberty Tracking Shares, as applicable, or dividends thereon or other distributions with respect thereto or, in accordance with Section 4.3, proceeds of the sale of fractional interests, delivered to a public official pursuant to applicable escheat law. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares issuable upon Parent Common Shares or Parent Liberty Tracking Shares held by it from time to time hereunder, except that, subject to applicable escheat law, it shall receive and hold all dividends or other distributions paid or distributed with respect to such Parent Common Shares or Parent Liberty Tracking Shares, as applicable, for the exercise account of the Isys Options. Payment of the exercise price of Isys Options may be made by delivery of shares of Cognex Common Stock owned by the exercising optionee having a fair market value equal in amount to the exercise price of the Isys Options being exercised; provided, however, that such payment by delivery of shares of Cognex Common Stock may be made only if such payment does not result in a charge to earnings of Cognex for financial accounting purposesPersons entitled thereto. (c) Each holder Certificates surrendered for exchange by any Person constituting a Rule 145 Affiliate of outstanding Isys Options the Company shall not be exchanged for certificates representing Parent Common Shares or Parent Liberty Tracking Shares, as applicable, until Parent has received a written agreement from such Person as provided in Section 7.9. (d) Any portion of the applicable Exchange Fund and the applicable Fractional Fund (and any dividends or other distributions with respect to such portion of the applicable Exchange Fund) which were granted in tandem with Restricted Isys Shares may, during remains unclaimed by the former stockholders of the Company for one year period from after the date hereofEffective Time shall be delivered to Parent, exercise upon demand of Parent, and any former stockholders of the Company shall thereafter look only up to Parent for payment of their claim for the applicable Share Consideration (iand any such dividends or other distributions) 95% or for any cash in lieu of such holder's Isys Options in fractional Parent Common Shares or Parent Liberty Tracking Shares, as applicable. (e) In the event that any Certificate has been lost, stolen or destroyed, upon the Closing Market Price is less than $26.00 per share making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or (ii) 90% destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in such holder's Isys Options reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, Parent will, in exchange for such lost, stolen or destroyed Certificate, issue or cause to be issued the event the Closing Market Price is equal number of Parent Common Shares or Parent Liberty Tracking Shares, as applicable, and pay or cause to or greater than $26.00 per sharebe paid any amounts deliverable in respect thereof pursuant to this Article IV.

Payment for Shares in the Merger. The manner of making payment for American Common Shares and American Preferred Shares (collectively, “American Shares”) in the Merger shall be as follows: (a) In accordance with On or prior to the Closing Date, Marwich shall make available to Corporation Stock Transfer (the “Exchange Agent”) for the benefit of the holders of American Shares, a sufficient number of certificates representing the Marwich Common Shares and Marwich Preferred Shares (collectively, the “Marwich Shares”) required to effect the delivery of the aggregate consideration in Marwich Shares and cash for the Fractional Securities Fund (as defined in Section 4.3) required to be issued pursuant to Section 4.1 (collectively, promptly the “Share Consideration” and the certificates representing the Marwich Shares comprising such aggregate Share Consideration being referred to hereinafter as the “Stock Merger Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Marwich Shares contemplated to be issued pursuant to Section 4.1 and effect the sales provided for in Section 4.3 out of the Stock Merger Exchange Fund. The Stock Merger Exchange Fund shall not be used for any other purpose than as set forth herein. (b) Promptly after the Effective Time, The First National Bank the Exchange Agent shall mail to each holder of Boston, transfer agent for the Cognex Common Shares (the "Transfer Agent"), shall cancel all record of a certificate or certificates which immediately prior to the Effective Time represented outstanding American 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 Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of American Shares represented by such Certificates the Share Consideration, without interest, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, such Certificates shall represent solely the right to receive the Share Consideration for the and any cash in lieu of fractional Marwich Shares represented as contemplated by such Certificates. Notwithstanding the foregoing, pursuant Section 4.3 with respect to the provisions of Section 4.6, a portion of the aggregate Share Consideration which each of the Isys Shareholders would be otherwise entitled to receive shall be held in escrow. (b) The Isys Long Term Equity Incentive Plan (the "Incentive Plan") shall continue in effect after the Merger; provided, however, that, upon the Effective Date, all outstanding options to purchase shares of Isys Common Stock thereunder shall automatically convert into options to purchase shares of Cognex Common Stock ("Isys Options"). Each holder of an Isys Option granted under the Incentive Plan shall be entitled, in accordance with the existing terms of such Isys Option, to purchase after the Effective Time that number of shares of Cognex Common Stock determined by multiplying the number of shares of Common Stock of Isys subject to such Isys Option at the Effective Time by the Exchange Ratio, and the exercise price per share for each such Isys Option will equal the exercise price of the Isys Option immediately prior to the Effective Time divided by the Exchange Ratio. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Cognex Common Stock subject to such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. The continuous term of employment with Isys will be credited to each holder of an Isys Option as if it were employment with Cognex for purposes of determining the vesting and the number of shares subject to exercise after the Exercise Time. The Isys Options shall vest and terminate on such dates, shall have the same restrictions and shall be substantially similar, as nearly as may be, to the options heretofore held by such individuals and converted as herein provided. Cognex agrees to file a registration statement on Form S-8 with respect to the shares issuable upon the exercise of the Isys Options. Payment of the exercise price of Isys Options may be made by delivery of shares of Cognex Common Stock owned by the exercising optionee having a fair market value equal in amount to the exercise price of the Isys Options being exercised; provided, however, that such payment by delivery of shares of Cognex Common Stock may be made only if such payment does not result in a charge to earnings of Cognex for financial accounting purposesAmerican Shares represented thereby. (c) Each No dividends or other distributions that are declared after the Effective Time on Marwich Shares and payable to the holders of record thereof after the Effective Time will be paid to persons entitled by reason of the Merger to receive Marwich Shares until such persons surrender their Certificates as provided above. Upon such surrender, there shall be paid to the person in whose name the Marwich Shares are issued any dividends or other distributions having a record date after the Effective Time and payable with respect to such Marwich Shares between the Effective Time and the time of such surrender. After such surrender there shall be paid to the person in whose name the Marwich Shares are issued any dividends or other distributions on such Marwich Shares which shall have a record date after the Effective Time. In no event shall the persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. (d) If any certificate representing Marwich Shares is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of certificates for such Marwich Shares in a name other than that of the registered holder of outstanding Isys Options the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. (e) Notwithstanding the foregoing, neither the Exchange Agent nor any of the Parties shall be liable to a holder of American Shares for any Marwich Shares or dividends thereon, or, in accordance with Section 4.3, cash in lieu of fractional Marwich Shares, delivered to a public official pursuant to applicable escheat law. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Marwich Shares held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such Marwich Shares for the account of the persons entitled thereto. (f) Subject to applicable law, any portion of the Stock Merger Exchange Fund and the Fractional Securities Fund (as defined in Section 4.3) which were granted in tandem with Restricted Isys Shares mayremains unclaimed by the former stockholders of American for one (1) year after the Effective Time shall be delivered to Marwich, during upon demand of Marwich, and any former stockholder of American shall thereafter look only to Marwich for payment of their applicable claim for the one year period from the date hereof, exercise only up to (i) 95% of such holder's Isys Options in the event the Closing Market Price is less than $26.00 per share or (ii) 90% of such holder's Isys Options in the event the Closing Market Price is equal to or greater than $26.00 per shareShare Consideration for their American Shares.

Payment for Shares in the Merger. The manner of making -------------------------------- payment for Company Common Stock in the Merger shall be as follows: (a) In accordance with Section 4.3, promptly after On the Effective TimeDate, The First National Bank of Boston, transfer Parent shall make available to the Company or such other exchange agent for as selected by the Cognex Common Shares Parent and reasonably acceptable to the Company (the "Transfer Exchange Agent"), for the benefit of each holder of exercised Company Common Stock and each holder of Company Options (as defined in Section 3.6(a)): (i) a sufficient number of certificates representing Parent Common Stock required to effect the delivery of Parent Common Stock required to be issued pursuant to Sections 3.1 and 3.6, and (ii) cash in the amount of the Cash Consideration (such cash, the "Payment Fund") required to be paid pursuant to Section 3.2. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Parent Common Stock contemplated to be issued and the Per Share Cash Consideration contemplated to be paid pursuant to Sections 3.1 and 3.6. (b) Promptly after the Effective Date, the Exchange Agent shall cancel all mail to each holder of record (as shown on the books of the Company's transfer agent as of the Effective Date) of a certificate or certificates which immediately prior to the Effective Time Date represented outstanding Shares shares of Company Common Stock (individually, a "Certificate" and collectively, 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 Exchange Agent, together with such transmittal letter duly executed and any other required documents, the holder of such Certificates shall forthwith be entitled to receive for each share of the Share Consideration for the Shares Company Common Stock represented by such Certificates. Notwithstanding the foregoing, pursuant to the provisions of Section 4.6, a portion of the aggregate Share Consideration which each of the Isys Shareholders would be otherwise entitled to receive shall be held in escrow. (b) The Isys Long Term Equity Incentive Plan (the "Incentive Plan") shall continue in effect after the Merger; provided, however, that, upon the Effective Date, all outstanding options to purchase shares of Isys Common Stock thereunder shall automatically convert into options to purchase shares of Cognex Common Stock ("Isys Options"). Each holder of an Isys Option granted under the Incentive Plan shall be entitled, in accordance with the existing terms of such Isys Option, to purchase after the Effective Time that number of shares of Cognex Common Stock determined by multiplying Certificates the number of shares of Parent Common Stock into which such shares of Isys subject to such Isys Option at Company Common stock are converted in the Effective Time by Merger and the Exchange RatioPer Share Cash Consideration, and the exercise price per share for each such Isys Option will equal Certificates so surrendered shall be canceled. Until so surrendered, Certificates shall represent solely the exercise price of the Isys Option immediately prior right to the Effective Time divided by the Exchange Ratio. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then receive the number of shares of Cognex Parent Common Stock subject into which such shares of Company Common Stock are converted in the Merger, any cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 3.5 with respect to such option will be rounded down to each of the nearest whole number with no cash being payable for such fractional shareshares of Company Common Stock represented thereby and the Per Share Cash Consideration. The continuous term Exchange Agent shall not be entitled to vote or exercise any rights of employment with Isys will be credited to each holder of an Isys Option as if it were employment with Cognex for purposes of determining the vesting and the number of shares subject to exercise after the Exercise Time. The Isys Options shall vest and terminate on such dates, shall have the same restrictions and shall be substantially similar, as nearly as may be, to the options heretofore held by such individuals and converted as herein provided. Cognex agrees to file a registration statement on Form S-8 ownership with respect to the shares issuable upon Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such Parent Common Stock for the exercise account of the Isys Options. Payment of the exercise price of Isys Options may be made by delivery of shares of Cognex Common Stock owned by the exercising optionee having a fair market value equal in amount to the exercise price of the Isys Options being exercised; provided, however, that such payment by delivery of shares of Cognex Common Stock may be made only if such payment does not result in a charge to earnings of Cognex for financial accounting purposespersons entitled thereto. (c) Each Any portion of the Payment Fund which remains undistributed to the holders of Company Common Stock for twelve months after the Effective Date shall be delivered to Parent upon demand, and any holders of Company Common Stock who have not theretofore complied with this Article shall thereafter look only to Parent for the Cash Consideration to which they are entitled pursuant to this Article. If any Certificates shall not have been surrendered prior to five years after the Effective Date (or immediately prior to such earlier date on which any Cash Consideration in respect of such Certificate would otherwise escheat to or become the property of any government entity), any cash or other consideration payable 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. (d) None of Parent, Merger Sub or the Surviving Corporation shall be liable to any holder of outstanding Isys Options which were granted in tandem with Restricted Isys Shares may, during the one year period shares of Company Common Stock for any cash from the date hereofPayment Fund delivered to a public official pursuant to any applicable abandoned property, exercise only up escheat or similar law. (e) Parent or the Exchange Agent shall be entitled to (i) 95% deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent or the Exchange Agent is required to deduct and withhold with respect to the making of such holder's Isys Options payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent or the event the Closing Market Price is less than $26.00 per share or (ii) 90% of such holder's Isys Options in the event the Closing Market Price is equal to or greater than $26.00 per shareExchange Agent.

Payment for Shares in the Merger. At the Effective Time, Broadband shall make available to an exchange agent selected by Broadband and reasonably acceptable to Las Americas (a) In accordance with Section 4.3the "EXCHANGE AGENT"), promptly for the benefit of those persons who were the holders of Las Americas Shares immediately prior to the Effective Time, a sufficient number of certificates representing Broadband Shares required to effect the delivery of the aggregate merger consideration required to be issued pursuant to SECTION 3.1 (the certificates representing Broadband Shares comprising such aggregate merger consideration being herein referred to as the "EXCHANGE FUND"). The Exchange Agent shall deliver, pursuant to irrevocable instructions, the shares contemplated to be issued pursuant to SECTIONS 3.1 AND 3.4 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. As soon as practicable after the Effective Time, The First National Bank the Exchange Agent shall send a notice and transmittal form to each holder of Boston, transfer agent for record of the Cognex Common Las Americas Shares (the "Transfer Agent"), shall cancel all certificates which immediately prior to the Effective Time represented outstanding Shares advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent (who may appoint forwarding agents with Broadband's approval) the certificate or certificates to be exchanged pursuant to the Merger (the "CertificatesCERTIFICATES"). Upon the surrender for exchange of Certificates, together with such letter of transmittal duly completed and properly executed in accordance with instructions thereto, and such other documents as may be required pursuant to such instructions, the holder shall be paid promptly, without interest thereon and subject to any required withholding of taxes, the merger consideration to which such holder is entitled hereunder, and such Certificates shall forthwith be canceled. Until so surrendered and exchanged, the Certificates shall represent solely the right to receive the Share Consideration merger consideration pursuant to SECTIONS 3.1 AND 3.4, subject to any required withholding of taxes. If any payment for the Las Americas Shares represented by is to be made to any person other than the person in whose name the Certificates for such Certificates. Notwithstanding shares surrendered are registered, it shall be a condition of the foregoing, pursuant exchange that the person requesting such exchange shall pay to the provisions of Section 4.6, a portion Exchange Agent any transfer or other taxes required by reason of the aggregate Share Consideration which each delivery of such payment to a person other than the registered owner of the Isys Shareholders would Certificates surrendered or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. To the extent permitted by law, former stockholders of record of Las Americas shall be otherwise entitled to receive shall be held in escrow. (b) The Isys Long Term Equity Incentive Plan (the "Incentive Plan") shall continue in effect vote, after the Merger; providedEffective Time, howeverat any meeting of Broadband stockholders, thatthe number of Broadband Shares into which their respective Las Americas Shares are converted, upon the Effective Date, all outstanding options to purchase shares regardless of Isys Common Stock thereunder shall automatically convert into options to purchase shares of Cognex Common Stock ("Isys Options"). Each holder of an Isys Option granted under the Incentive Plan shall be entitled, whether such holders have exchanged their Certificates in accordance with the existing terms of such Isys Option, this SECTION 3.2. No dividends or other distributions with respect to purchase Broadband Shares with a record date after the Effective Time that number of shares of Cognex Common Stock determined by multiplying the number of shares of Common Stock of Isys subject to such Isys Option at the Effective Time by the Exchange Ratio, and the exercise price per share for each such Isys Option will equal the exercise price of the Isys Option immediately prior shall be paid to the Effective Time divided by the Exchange Ratio. If the foregoing calculation results in an assumed option being exercisable for a fraction holders of a share, then the number of shares of Cognex Common Stock subject to such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. The continuous term of employment with Isys will be credited to each holder of an Isys Option as if it were employment with Cognex for purposes of determining the vesting and the number of shares subject to exercise after the Exercise Time. The Isys Options shall vest and terminate on such dates, shall have the same restrictions and shall be substantially similar, as nearly as may be, to the options heretofore held by such individuals and converted as herein provided. Cognex agrees to file a registration statement on Form S-8 any unsurrendered Certificates with respect to the shares issuable Broadband Shares represented thereby until the surrender of such Certificates in accordance with this SECTION 3.2. Subject to the effect of applicable laws, following surrender of any such Certificates, there shall be paid to the holder of the Certificates representing Broadband Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Broadband Shares, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment subsequent to such surrender payable with respect to such Broadband Shares. In the event any Certificates shall have been lost, stolen or destroyed, upon the exercise making of an affidavit of that fact by the Isys Options. Payment person claiming such Certificate to be lost, stolen or destroyed and, if required by Broadband, the posting by such person of the exercise price of Isys Options a bond in such amount, form and with such surety as Broadband may direct as indemnity against any claim that may be made by delivery against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the number of shares of Cognex Common Stock owned by the exercising optionee having a fair market value equal Broadband Shares deliverable (and unpaid dividends and distributions) in amount respect thereof pursuant to the exercise price of the Isys Options being exercised; provided, however, that such payment by delivery of shares of Cognex Common Stock may be made only if such payment does not result in a charge to earnings of Cognex for financial accounting purposesthis Agreement. (c) Each holder of outstanding Isys Options which were granted in tandem with Restricted Isys Shares may, during the one year period from the date hereof, exercise only up to (i) 95% of such holder's Isys Options in the event the Closing Market Price is less than $26.00 per share or (ii) 90% of such holder's Isys Options in the event the Closing Market Price is equal to or greater than $26.00 per share.

Payment for Shares in the Merger. Prior to the Effective Time, Parent shall appoint an agent (athe "Paying Agent") In accordance reasonably acceptable to the Company for the purpose of exchanging certificates representing Shares of Company Common Stock (the "Certificates") for the Merger Consideration. At or prior to the Effective Time, Parent or Purchaser shall deposit with Section 4.3the Paying Agent, promptly in trust for the benefit of the holders of Shares of Company Common Stock, cash in immediately available funds sufficient to pay the Merger Consideration to be paid in respect of all Shares of Company Common Stock then outstanding (such cash being hereinafter referred to as the "Payment Fund"); provided, however, that no such deposit shall relieve Parent or Purchaser of its obligation to pay the Merger Consideration. The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to the holders of record of Shares of Company Common Stock. Earnings from such investment shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of record of Shares of Company Common Stock. As soon as reasonably practicable after the Effective Time, The First National Bank Parent will cause the Paying Agent to send to each holder of Bostonrecord of Shares of Company Common Stock at the Effective Time (other than holders of Shares of Company Common Stock referred to in Section 3.01(a)(iii)) a letter of transmittal (which shall specify that delivery shall be effective, transfer agent and risk of loss and title shall pass, only upon proper delivery of the Certificates representing such Shares to the Paying Agent and will be in such form and have such other provisions as Parent reasonably specifies) and instructions for use in effecting the surrender of Certificate(s) for payment of the Merger Consideration for the Cognex Shares represented thereby. Each holder of record of Shares of Company Common Stock that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon surrender to the Paying Agent of one or more Certificates, together with a properly completed letter of transmittal, the Merger Consideration in respect of each Share of Company Common Stock represented by such Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall be paid or accrued on any amount payable upon surrender of any Certificate. If any portion of the Merger Consideration is to be paid to a Person (as herein defined) other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Paying Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Paying Agent that such tax has been paid or is not payable. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares (of Company Common Stock in respect of which the "Transfer Agent")Surviving Corporation or Parent, as the case may be, made such deduction and withholding. If any Certificate shall cancel all certificates which have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of 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 pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares of Company Common Stock represented by such Certificate, as contemplated by this Article. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares of Company Common Stock. If, after the Effective Time, Certificates evidencing ownership of the Shares outstanding immediately prior to the Effective Time represented outstanding Shares (are presented to the "Certificates")Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 3. Any portion of the Payment Fund (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares of Company Common Stock one year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged Shares of Company Common Stock for the Merger Consideration in accordance with this Section 3.03 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of such Certificates shall forthwith receive the Share Consideration for the Shares represented by such CertificatesShares, without any interest thereon. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of Shares of Company Common Stock for any amount paid to a public official pursuant to the provisions of Section 4.6applicable abandoned property, a portion escheat or similar Laws. The Surviving Corporation shall pay all charges and expenses of the aggregate Share Consideration which each of the Isys Shareholders would be otherwise entitled to receive shall be held in escrowPaying Agent. (b) The Isys Long Term Equity Incentive Plan (the "Incentive Plan") shall continue in effect after the Merger; provided, however, that, upon the Effective Date, all outstanding options to purchase shares of Isys Common Stock thereunder shall automatically convert into options to purchase shares of Cognex Common Stock ("Isys Options"). Each holder of an Isys Option granted under the Incentive Plan shall be entitled, in accordance with the existing terms of such Isys Option, to purchase after the Effective Time that number of shares of Cognex Common Stock determined by multiplying the number of shares of Common Stock of Isys subject to such Isys Option at the Effective Time by the Exchange Ratio, and the exercise price per share for each such Isys Option will equal the exercise price of the Isys Option immediately prior to the Effective Time divided by the Exchange Ratio. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Cognex Common Stock subject to such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. The continuous term of employment with Isys will be credited to each holder of an Isys Option as if it were employment with Cognex for purposes of determining the vesting and the number of shares subject to exercise after the Exercise Time. The Isys Options shall vest and terminate on such dates, shall have the same restrictions and shall be substantially similar, as nearly as may be, to the options heretofore held by such individuals and converted as herein provided. Cognex agrees to file a registration statement on Form S-8 with respect to the shares issuable upon the exercise of the Isys Options. Payment of the exercise price of Isys Options may be made by delivery of shares of Cognex Common Stock owned by the exercising optionee having a fair market value equal in amount to the exercise price of the Isys Options being exercised; provided, however, that such payment by delivery of shares of Cognex Common Stock may be made only if such payment does not result in a charge to earnings of Cognex for financial accounting purposes. (c) Each holder of outstanding Isys Options which were granted in tandem with Restricted Isys Shares may, during the one year period from the date hereof, exercise only up to (i) 95% of such holder's Isys Options in the event the Closing Market Price is less than $26.00 per share or (ii) 90% of such holder's Isys Options in the event the Closing Market Price is equal to or greater than $26.00 per share.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) In accordance with At the Effective Time, Parent shall make available to an exchange agent selected by Parent and reasonably acceptable to the Company (the "Exchange Agent"), (i) for the benefit of those Persons who immediately prior to the Effective Time were the holders of TCI Group Shares, a sufficient number of certificates representing Parent Common Shares required to effect the delivery of the aggregate TCI Group Share Consideration required to be issued pursuant to Section 4.34.1 (the certificates representing Parent Common Shares comprising such aggregate TCI Group Share Consideration being hereinafter referred to as the "TCI Group Exchange Fund"), promptly (ii) for the benefit of those Persons who immediately prior to the Effective Time were the holders of Liberty Media Tracking Shares, a sufficient number of certificates representing the appropriate series of Parent Liberty Tracking Shares required to effect the delivery of the aggregate Liberty Media Share Consideration required to be issued pursuant to Section 4.1 (the certificates representing Parent Liberty Tracking Shares comprising such aggregate Liberty Media Share Consideration being hereinafter referred to as the "Liberty Media Exchange Fund"), and (iii) if applicable, for the benefit of those Persons who immediately prior to the Effective Time were the holders of TCI Ventures Tracking Shares, a sufficient number of certificates representing the appropriate series of Parent Liberty Tracking Shares required to effect the delivery of the aggregate TCI Ventures Share Consideration required to be issued pursuant to Section 4.1 (the certificates representing Parent Liberty Tracking Shares comprising such aggregate TCI Ventures Share Consideration being hereinafter referred to as the "TCI Ventures Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Parent Common Shares and the Parent Liberty Tracking Shares contemplated to be issued pursuant to Section 4.1 and effect the sales provided for in Section 4.3 out of the applicable Exchange Fund. The Exchange Funds shall not be used for any other purpose. (i) Promptly after the Effective Time, The First National Bank the Exchange Agent shall mail to each holder of Boston, transfer agent for the Cognex Common Shares (the "Transfer Agent"), shall cancel all record of a certificate or certificates which immediately prior to the Effective Time represented outstanding TCI Group Shares (the "TCI Group Certificates") (1) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the TCI Group Certificates shall pass, only upon proper delivery of the TCI Group Certificates to the Exchange Agent) and (2) instructions for use in effecting the surrender of the TCI Group Certificates for payment therefor. Upon surrender of TCI Group Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such TCI Group Certificates shall forthwith be entitled to receive for each of the Share Consideration for the TCI Group Shares represented by such Certificates. Notwithstanding TCI Group Certificates the foregoing, pursuant to the provisions of Section 4.6, a portion of the aggregate appropriate TCI Group Share Consideration which and the TCI Group Certificates so surrendered shall forthwith be canceled. Until so surrendered, TCI Group Certificates shall represent solely the right to receive the appropriate TCI Group Share Consideration and any cash in lieu of fractional Parent Common Shares as contemplated by Section 4.3 with respect to each of the Isys Shareholders would be otherwise entitled TCI Group Shares represented thereby. No dividends or other distributions that are declared on the Parent Common Shares and payable to receive shall be held in escrow. (b) The Isys Long Term Equity Incentive Plan (the "Incentive Plan") shall continue in effect after the Merger; provided, however, that, upon the Effective Date, all outstanding options to purchase shares holders of Isys Common Stock thereunder shall automatically convert into options to purchase shares of Cognex Common Stock ("Isys Options"). Each holder of an Isys Option granted under the Incentive Plan shall be entitled, in accordance with the existing terms of such Isys Option, to purchase record thereof after the Effective Time that number will be paid to Persons entitled by reason of shares of Cognex the Merger to receive Parent Common Stock determined by multiplying Shares until such Persons surrender their TCI Group Certificates. Upon such surrender, there shall be paid to the number of shares of Person in whose name the Parent Common Stock of Isys subject to such Isys Option at Shares are issued any dividends or other distributions having a record date after the Effective Time by and payable with respect to such Parent Common Shares between the Effective Time and the time of such surrender. After such surrender, there shall be paid on the applicable payment date, to the Person in whose name the Parent Common Shares are issued, any dividends or other distributions on such Parent Common Shares, as applicable, which shall have a record date after the Effective Time and prior to such surrender and a payment date after such surrender. In no event shall the Persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. (ii) Promptly after the Effective Time, the Exchange Ratio, and the exercise price per share for Agent shall mail to each such Isys Option will equal the exercise price holder of the Isys Option record of a certificate or certificates which immediately prior to the Effective Time divided by represented outstanding Liberty Media Tracking Shares (the "Liberty Media Certificates") (1) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Liberty Media Certificates shall pass, only upon proper delivery of the Liberty Media Certificates to the Exchange RatioAgent) and (2) instructions for use in effecting the surrender of the Liberty Media Certificates for payment therefor. If Upon surrender of Liberty Media Certificates for cancellation to the foregoing calculation results Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Liberty Media Certificates shall be entitled to receive for each of the Liberty Media Tracking Shares represented by such Liberty Media Certificates the appropriate Liberty Media Share Consideration and the Liberty Media Certificates so surrendered shall forthwith be canceled. Until so surrendered, Liberty Media Certificates shall represent solely the right to receive the appropriate Liberty Media Share Consideration and any cash in an assumed option being exercisable for lieu of fractional Parent Liberty Tracking Shares as contemplated by Section 4.3 with respect to each of the Liberty Media Tracking Shares represented thereby. No dividends or other distributions that are declared on the Parent Liberty Tracking Shares and payable to the holders of record thereof after the Effective Time will be paid to Persons entitled by reason of the Merger to receive Parent Liberty Tracking Shares until such Persons surrender their Liberty Media Certificates. Upon such surrender, there shall be paid to the Person in whose name the Parent Liberty Tracking Shares are issued any dividends or other distributions having a fraction of a share, then record date after the number of shares of Cognex Common Stock subject Effective Time and payable with respect to such option will Parent Liberty Tracking Shares between the Effective Time and the time of such surrender. After such surrender, there shall be rounded down paid on the applicable payment date, to the nearest whole number with Person in whose name the Parent Liberty Tracking Shares are issued, any dividends or other distributions on such Parent Liberty Tracking Shares, as applicable, which shall have a record date after the Effective Time and prior to such surrender and a payment date after such surrender. In no cash being payable for event shall the Persons entitled to receive such fractional share. The continuous term of employment with Isys will dividends or other distributions be credited entitled to receive interest on such dividends or other distributions. (iii) Promptly after the Effective Time, the Exchange Agent shall mail to each holder of an Isys Option as record, if it were employment with Cognex for purposes any, of determining a certificate or certificates which immediately prior to the vesting and Effective Time represented outstanding TCI Ventures Tracking Shares (the number "TCI Ventures Certificates") (1) a form of shares subject to exercise after the Exercise Time. The Isys Options letter of transmittal (which shall vest and terminate on such dates, shall have the same restrictions and specify that delivery shall be substantially similareffected, and risk of loss and title to the TCI Ventures Certificates shall pass, only upon proper delivery of the TCI Ventures Certificates to the Exchange Agent) and (2) instructions for use in effecting the surrender of the TCI Ventures Certificates for payment therefor. Upon surrender of TCI Ventures Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any (iv) If any cash or any certificate representing Parent Common Shares or Parent Liberty Tracking Shares is to be paid to or issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of certificates for such Parent Common Shares or Parent Liberty Tracking Shares, as nearly as may beapplicable, in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the options heretofore held by reasonable satisfaction of the Exchange Agent that such individuals and converted tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any Parent Common Shares or Parent Liberty Tracking Shares, as herein provided. Cognex agrees to file a registration statement on Form S-8 applicable, or dividends thereon or other distributions with respect to the shares issuable upon the exercise of the Isys Options. Payment of the exercise price of Isys Options may be made by delivery of shares of Cognex Common Stock owned by the exercising optionee having a fair market value equal in amount to the exercise price of the Isys Options being exercised; provided, however, that such payment by delivery of shares of Cognex Common Stock may be made only if such payment does not result in a charge to earnings of Cognex for financial accounting purposes.thereto (c) Each holder Certificates surrendered for exchange by any Person constituting a Rule 145 Affiliate of outstanding Isys Options the Company shall not be exchanged for certificates representing Parent Common Shares or Parent Liberty Tracking Shares, as applicable, until Parent has received a written agreement from such Person as provided in Section 7.9. (d) Any portion of the applicable Exchange Fund and the applicable Fractional Fund (and any dividends or other distributions with respect to such portion of the applicable Exchange Fund) which were granted in tandem with Restricted Isys Shares may, during remains unclaimed by the former stockholders of the Company for one year period from after the date hereofEffective Time shall be delivered to Parent, exercise upon demand of Parent, and any former stockholders of the Company shall thereafter look only up to Parent for payment of their claim for the applicable Share Consideration (iand any such dividends or other distributions) 95% or for any cash in lieu of such holder's Isys Options in fractional Parent Common Shares or Parent Liberty Tracking Shares, as applicable. (e) In the event that any Certificate has been lost, stolen or destroyed, upon the Closing Market Price is less than $26.00 per share making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or (ii) 90% destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in such holder's Isys Options reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, Parent will, in exchange for such lost, stolen or destroyed Certificate, issue or cause to be issued the event the Closing Market Price is equal number of Parent Common Shares or Parent Liberty Tracking Shares, as applicable, and pay or cause to or greater than $26.00 per sharebe paid any amounts deliverable in respect thereof pursuant to this Article IV.