Common use of Payment for Shares of Common Stock Clause in Contracts

Payment for Shares of Common Stock. (a) From and after the Effective Time, a bank or trust company selected by Parent and reasonably acceptable to the Company, shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in ------------ respect of certificates (the "Certificates") that, prior to the Effective Time, ------------ represented shares of Common Stock entitled to payment of the Merger Price pursuant to Section 1.7. Promptly following the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Price to which holders of shares of Common Stock shall be entitled at the Effective Time pursuant to Section 1.7. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented shares of Common Stock (other than Certificates representing shares of Common Stock held by Parent or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company and other than Certificates representing Dissenting Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the Merger Consideration in respect thereof. Upon the surrender of each such Certificate, the Paying Agent shall pay the holder of such Certificate the Merger Consideration multiplied by the number of shares of Common Stock formerly represented by such Certificate, in consideration therefor, and such Certificate shall be cancelled. Until so surrendered, each such Certificate (other than Certificates representing shares of Common Stock held by Parent or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company and other than Certificates representing Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on, or with respect to, the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing shares of Common Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such shares of Common Stock shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. (c) Promptly following the date which is 90 days after the Effective Time (or such later date as the Surviving Corporation shall request), the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the Transactions, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a share of Common Stock may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest or dividends thereon. (d) From and after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of Common Stock which were outstanding immediately prior to the Effective Time. If, on or after the Effective Time, Certificates formerly representing shares of Common Stock are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article II, subject to applicable law in the case of Dissenting Shares.

Payment for Shares of Common Stock. (a) From and after the Effective Time, a bank or trust company selected by Parent and reasonably acceptable to the Company, shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in ------------ respect of certificates (the "Certificates") that, prior to the Effective Time, ------------ represented shares of Common Stock entitled to payment of the Merger Price pursuant to Section 1.7. Promptly following the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Price to which holders of shares of Common Stock shall be entitled at the Effective Time pursuant to Section 1.7. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented shares of Common Stock (other than Certificates representing shares of Common Stock held by Parent or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company and other than Certificates representing Dissenting Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the Merger Consideration Price in respect thereof. Upon the surrender of each such Certificate, the Paying Agent shall pay the holder of such Certificate the Merger Consideration Price multiplied by the number of shares of Common Stock formerly represented by such Certificate, in consideration therefor, and such Certificate shall be cancelled. Until so surrendered, each such Certificate (other than Certificates representing shares of Common Stock held by Parent or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company and other than Certificates representing Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on, or with respect to, on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing shares of Common Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such shares of Common Stock shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. (c) Promptly following the date which is 90 180 days after the Effective Time (or such later date as the Surviving Corporation shall request), the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the Transactions, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a share of Common Stock may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration Price relating thereto, without any interest or dividends thereon. (d) From and after After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of Common Stock which were outstanding immediately prior to the Effective Time. If, on or after the Effective Time, Certificates formerly representing shares of Common Stock are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in return for the payment of the aggregate Merger Consideration Price relating thereto, as provided in this Article IIIII, subject to applicable law in the case of Dissenting Shares.. ARTICLE IV

Payment for Shares of Common Stock. (a) From and after the Effective Time, a such bank or trust company selected by Parent and reasonably as shall be mutually acceptable to MergerCo and the Company, Company shall act as paying exchange agent (the "Paying Exchange Agent") in effecting the payment of the Merger Price in ------------ respect of certificates (the "Certificates") that, ). At or prior to the Effective Time, ------------ represented shares of Common Stock entitled to payment of the Merger Price pursuant to Section 1.7. Promptly following the Effective Time, Parent or the Purchaser MergerCo shall -------------- deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, in an account with the Paying Exchange Agent (the "Exchange Fund") an amount ------------- equal to the aggregate Merger Price Cash Consideration Per Share to which holders of shares of Common Stock shall be entitled at the Effective Time pursuant to Section 1.72.1. (b) Promptly after the Effective Time, MergerCo shall cause the Paying Exchange Agent shall to mail to each record holder of Certificates certificates that immediately prior to the Effective Time represented shares of Common Stock (other than Certificates representing shares of Common Stock held by Parent or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company and other than Certificates representing Dissenting Shares"Certificate") 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 Paying Exchange Agent and instructions for use in surrendering such Certificates and receiving the Merger Consideration in relating thereto. (c) In effecting the payment of the Merger Consideration with respect thereof. Upon to shares of Common Stock represented by Certificates entitled to payment of Merger Consideration pursuant to Section 2.1, upon the surrender of each such Certificate, the Paying Exchange Agent shall pay the holder of such Certificate the Merger Consideration Per Share multiplied by the number of shares of Common Stock formerly represented by such Certificate, in consideration therefor, and . Upon such payment such Certificate shall forthwith be cancelled. canceled. (d) Until so surrenderedsurrendered in accordance with paragraph (c) above, each such Certificate (other than Certificates representing shares of Common Stock held by Parent MergerCo or the Purchaser, any wholly owned subsidiary of Parent or the Purchaserits affiliates, in the treasury of the Company or by any wholly owned subsidiary Subsidiary of the Company and other than Certificates representing or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration relating thereto. No interest or dividends shall be paid or accrued on, or with respect to, the on such Merger Consideration. If the such Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing shares of Common Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such shares of Common Stock shall pay to the Paying Exchange Agent any transfer or other taxes required by reason of the payment of the such Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Exchange Agent that such tax has been paid or is not applicable. (ce) No dividends or other distributions with respect to shares of Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Common Stock represented thereby. (f) Promptly following the date which is 90 180 days after the Effective Time (or such later date as the Surviving Corporation shall request)Time, the Paying Exchange Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the Transactions, and the Paying Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a share of Common Stock may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration relating thereto, thereto without any interest or dividends thereon. (dg) From and after After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of Common Stock which were outstanding immediately prior to the Effective Time. If, on or after the Effective Time, Certificates formerly representing shares of Common Stock are presented to the Surviving Corporation or the Paying Exchange Agent, they shall be surrendered and cancelled canceled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article IIIII. (h) None of Parent, subject MergerCo, the Company or the Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable law abandoned property, escheat or similar law. If any Certificate shall not have been surrendered prior to seven years after the Effective Time, any such shares, cash, dividends or distributions in respect of such Certificate shall, to the case extent permitted by applicable law, become the property of Dissenting Sharesthe Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Payment for Shares of Common Stock. (a) From and after the Effective Time, a bank or trust company selected by Parent and reasonably acceptable to the Company, shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in ------------ respect of certificates (the "Certificates") that, prior to the Effective Time, ------------ represented shares of Common Stock entitled to payment of the Merger Price pursuant to Section 1.7. Promptly following the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Price to which holders of shares of Common Stock shall be entitled at the Effective Time pursuant to Section 1.7. (b) Promptly after the Effective Time, the Paying Agent Company shall mail provide to each record holder of Certificates that immediately prior to the Effective Time represented shares of Common Stock (other than Certificates representing shares of Common Stock held by Parent or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company and other than Certificates representing Dissenting Shares) Seller a form of letter of transmittal which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery to the Company of the Certificates to representing such Seller's aggregate Shares (as listed on Schedules I, II or III, as the Paying Agent case may be) and instructions for use in surrendering such Certificates and receiving the aggregate Merger Consideration and/or Stock Consideration in respect thereof. The letter of transmittal shall contain customary representations with respect to the title of such Seller in such Seller's Shares, and shall be in such form and have such other customary terms as Buyer may reasonably specify (and to which the Company consents, which consent shall not be unreasonably withheld). Upon the surrender by each Seller of each Certificates representing such CertificateSeller's aggregate Shares, the Paying Agent Company shall (i) pay to such Seller, by check or, at the holder Seller's request, by wire transfer of immediately available funds to the account of such Certificate Seller designated in writing, an amount in cash equal to (x) the aggregate Merger Consideration multiplied to which such Seller is entitled, based on the aggregate numbers of such Seller's Shares (other than Shares subject to a pledge in connection with a Management Note) represented by the Certificate or Certificates being tendered, reduced, if applicable, by (y) with respect to each Management Stockholder who is an obligor under a Management Note, such Seller's Management Note Amount, and (ii) if applicable, deliver to such Seller certificates or other evidences of ownership reasonably satisfactory to such Seller for a number of shares of Non-Voting Common Stock formerly represented by equal to the aggregate number of such CertificateSeller's Shares subject to a pledge in connection with a Management Note. Upon payment of the Merger Consideration or Stock Consideration in accordance with the previous sentence, in consideration therefor, and such Seller's Certificate or Certificates shall be cancelled. Until so surrendered, each such Certificate (other than Certificates representing shares entitled to payment of Common Stock held by Parent the Merger Consideration or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company and other than Certificates representing Dissenting Shares) Stock Consideration pursuant to Section 2.7 shall represent solely the right to receive the aggregate Merger Consideration or the Stock Consideration relating thereto. No interest or dividends shall be paid or accrued on, or with respect to, on the Merger Consideration. If The failure of any Seller to surrender any Certificate representing the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing shares of Common Stock surrendered therefor is registered, it shall be a condition to such right to receive the Stock Consideration shall not affect the Company's right to redeem, as contemplated by Section 2.5(a), the shares of Non-Voting Common Stock to which such Seller is entitled; provided, that no Seller shall be entitled to exercise any option to cause the Company to redeem, as contemplated by Section 2.5(a), the shares of Non-Voting Common Stock to which he is entitled unless and until he has surrendered to the Company the relevant Certificates or otherwise complied with Section 2.8(b), in each case, in accordance with the Company's transmittal letter and this Section 2.8. (b) In the event that any Certificate shall have been lost, stolen or destroyed, the Company shall pay or issue (as applicable) in exchange therefor, upon the making of an affidavit of that fact and the provision of such indemnity or security bond as the Company may reasonably require, such Merger Consideration that the Certificate so surrendered shall or Stock Consideration as may be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such shares of Common Stock shall pay required pursuant to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicablethis Agreement. (c) Promptly following the date which is 90 days after the Effective Time (or such later date as the Surviving Corporation shall request), the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the Transactions, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a share of Common Stock may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest or dividends thereon. (d) From and after After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation Company of any shares of Company Common Stock which that were outstanding immediately prior to the Effective Time, except for New Shares or the Non-Voting Common Stock. If, on or after the Effective Time, Certificates formerly representing shares of Common Stock are presented to the Surviving Corporation or the Paying AgentCompany, they shall be surrendered and cancelled in return for the payment of the aggregate Merger Consideration or Stock Consideration relating thereto, as provided in this Article IISection 2.8, subject to applicable law law. (d) Buyer and the Company shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Buyer or the Company is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Shares in the case of Dissenting Sharesrespect to which such deduction and withholding was made.

Payment for Shares of Common Stock. (a) From and after the Effective Time, a ChaseMellon Shareholder Services LLC, or such other bank or trust company selected by as shall be mutually acceptable to Parent and reasonably acceptable to the Company, shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in ------------ respect of certificates (the "Certificates") that, prior to the Effective Time, ------------ represented shares of Common Stock entitled to payment of the Merger Price pursuant to Section 1.72.7. Promptly following At the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Price to which holders of shares of Common Stock shall be entitled at the Effective Time pursuant to Section 1.72.7. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented shares of Common Stock (other than Certificates representing shares of Common Stock held by Parent or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company and other than Certificates representing Dissenting Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the Merger Consideration Price in respect thereof. Upon the surrender of each such Certificate, the Paying Agent shall pay the holder of such Certificate the Merger Consideration Price multiplied by the number of shares of Common Stock formerly represented by such Certificate, in consideration therefor, and such Certificate shall be cancelled. Until so surrendered, each such Certificate (other than Certificates representing shares of Common Stock held by Parent or the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company and other than Certificates representing Dissenting Shares) shall represent solely the right to receive the aggregate Merger Consideration Price relating thereto. No interest or dividends shall be paid or accrued on, or with respect to, on the Merger ConsiderationPrice. If the Merger Consideration Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate formerly representing shares of Common Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such shares of Common Stock shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. (c) Promptly following the date which is 90 180 days after the Effective Time (or such later date as the Surviving Corporation shall request), the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the Transactions, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a share of Common Stock may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration Price relating thereto, without any interest or dividends thereon. (d) From and after After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of Common Stock which were outstanding immediately prior to the Effective Time. If, on or after the Effective Time, Certificates formerly representing shares of Common Stock are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in return for the payment of the aggregate Merger Consideration Price relating thereto, as provided in this Article IIIII, subject to applicable law in the case of Dissenting Shares.