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

Payment for Shares of Company Stock. (a) Prior to the Effective Time, the Company shall mail to each holder of record of Stock, a letter of transmittal in the form attached hereto as Exhibit D (the “Letter of Transmittal”), which shall provide instructions for surrendering the Certificates in exchange for the applicable portion of the Merger Consideration in accordance with Schedule 2.1. (b) At the Effective Time, the Buyer shall (or shall cause the Surviving Corporation to) (i) pay the cash portion of the Merger Consideration to the Stockholders, by wire transfer of immediately available funds to accounts designated in writing by such recipients, (ii) issue the securities that constitute a portion of the Merger Consideration, (iii) issue the Note, in each case in accordance with the Merger Consideration Allocation Schedule to the Stockholders who shall have delivered to the Buyer a properly completed and executed Letter of Transmittal; and (c) No Stockholder shall be entitled to any payment of Merger Consideration with respect to such Stockholder’s shares of Company Stock until a properly completed and executed Letter of Transmittal has been delivered to the Buyer. (d) Until the consummation of the Merger, each Certificate shall represent solely the right to receive a portion of the Merger Consideration in accordance with the terms herein. If the Merger Consideration (or any portion thereof) or any other amounts payable hereunder is to be delivered to any Person other than the Person in whose name the Certificate formerly representing the shares of Company Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Person surrendering such shares of Company Stock shall pay to Buyer (or the Surviving Corporation, as applicable) any transfer taxes or other Taxes required by reason of the payment of a portion of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or shall establish to the reasonable satisfaction of Buyer (or the Surviving Corporation, as applicable) that such Tax has been paid or is not applicable. (e) At the Effective Time, the Stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of shares of Stock that were outstanding immediately prior to the Effective Time on the stock transfer books of the Surviving Corporation.

Payment for Shares of Company Stock. (a) Prior to At the Effective Time, Parent shall deposit, or shall cause to be deposited, with a bank or trust company as shall be mutually acceptable to Parent and the Company shall mail to each holder of record of Stock, a letter of transmittal in the form attached hereto as Exhibit D (the “Letter of TransmittalExchange Agent”), for the benefit of the holders of shares of Company Stock for exchange through the Exchange Agent, the aggregate Merger Consideration as provided pursuant to Section 2.1(c), less the Working Capital Escrow Amount, and less the Aggregate Option Proceeds, the Aggregate Warrant Proceeds, the Aggregate Promissory Note Proceeds, and the Rollover Share Value (each of which shall provide instructions for surrendering be treated as provided in Section 2.1(c)(ii)) (the Certificates in exchange for the applicable portion of the Merger Consideration in accordance with Schedule 2.1“Exchange Fund”). (b) At the Effective Time, the Buyer shall (or Parent shall cause the Surviving Corporation to) Exchange Agent to deliver or mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Stock (i) pay a form of letter of transmittal reasonably acceptable to the cash portion Company 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 Merger Consideration Certificates to the Stockholders, by wire transfer of immediately available funds to accounts designated in writing by such recipients, Exchange Agent and (ii) issue instructions for use in surrendering the securities that constitute Certificates in exchange for the applicable Merger Consideration. (c) Upon surrender of a portion Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, (iii) issue the Note, in each case including any amounts that may be payable in accordance with the Merger Consideration Allocation Schedule adjustments provided in Section 2.5, as calculated in accordance with Section 2.1(c), that such holder has the right to receive in respect of the Stockholders who shall have delivered to the Buyer a properly completed and executed Letter of Transmittal; and (c) No Stockholder shall be entitled to any payment of Merger Consideration with respect to such Stockholder’s shares of Company Stock until a properly completed formerly represented by such Certificate, and executed Letter the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any Merger Consideration payable to holders of Transmittal has been delivered to the BuyerCertificates. (d) Until surrendered in accordance with this Section 3.1, each such Certificate (other than Certificates representing shares of Company Stock to be canceled in accordance with Section 2.1(b), Dissenting Shares (as defined in Section 3.2) and unvested shares of restricted Company Stock that are repurchased by the consummation Company as of the Merger, each Certificate Effective Date pursuant to the terms of the restricted stock agreements pertaining to such shares) shall represent solely the right to receive a portion of the Merger Consideration in accordance with the terms hereinrelating thereto. If the Merger Consideration (or any portion thereof) or any other amounts payable hereunder is to be delivered to any Person person other than the Person person in whose name the Certificate formerly representing the shares of Company Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Person Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such shares of Company Stock shall pay to Buyer (or the Surviving Corporation, as applicable) Exchange Agent any transfer taxes or other Taxes taxes required by reason of the payment of a portion of the Merger Consideration to a Person person other than the registered holder of the Certificate surrendered, or shall establish to the reasonable satisfaction of Buyer (or the Surviving Corporation, as applicable) Exchange Agent that such Tax tax has been paid or is not applicable. (e) Promptly following the date that is ninety (90) days after the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the Merger, and the Exchange Agent’s duties shall terminate. Thereafter, each holder of a Certificate formerly representing shares of Company Stock may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the Merger Consideration relating thereto. (f) At the Effective Time, the Stock stock transfer books of the Company shall be closed and and, thereafter, there shall be no further registration of transfers of shares of Company Stock on the stock transfer books of the Surviving Corporation of any shares of Company Stock that were outstanding immediately prior to the Effective Time on Time. On or after the stock transfer books Effective Time, any Certificates formerly representing shares of Company Stock presented to the Surviving Corporation or the Exchange Agent shall be surrendered and canceled in return for the payment of the Merger Consideration relating thereto, as provided in this Article III. (g) None of Parent, the Surviving Corporation or the Exchange Agent or any of their respective Subsidiaries or affiliates shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (h) 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, the Exchange Agent will issue the applicable Merger Consideration in exchange for such lost, stolen or destroyed Certificate. (i) Parent and the Company shall cooperate to determine the amount of Tax required to be withheld with respect to any payments to be made pursuant to this Agreement that will be treated as compensation income to the recipient thereof for any relevant tax purposes, determined as if the Company was the payor of such amounts. Parent shall withhold such amounts from the portion of the Merger Consideration otherwise due to the recipient with respect to which such withholding is required, and shall instead pay such amount to the Company for payment to the applicable Tax authority. To the extent that Parent fails to withhold and pay to the Company any amounts provided for in this Section 3.1(i), then any Taxes, including any interest and penalties thereon, imposed or imposable upon the Company in respect of such amounts shall not be considered a liability of the Company for purposes of determining the Net Working Capital of the Company. In addition, the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the Merger Consideration or other amounts payable pursuant to this Agreement to any holder of shares of Company Stock or Options such amounts as the Exchange Agent, Parent or the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of United States federal, state or local tax laws. To the extent that amounts are so withheld by the Exchange Agent, Parent or the Surviving Corporation, such amounts withheld shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Stock or Options in respect of which such deduction and withholding was made by the Exchange Agent, Parent or the Surviving Corporation.

Payment for Shares of Company Stock. (a) Prior At the Effective Time, Parent shall deposit, or shall cause to be deposited, with Mellon Trust of New England, N.A. (the “Exchange Agent”) under and pursuant to the terms of the Escrow Agreement, for the benefit of the holders of shares of Company Stock (excluding the Rollover Shares) for exchange through the Exchange Agent, an aggregate amount of the Merger Consideration equal to the product of (i) the aggregate number of shares of Voting Common Stock and Nonvoting Common Stock outstanding as of immediately prior to the Effective Time (excluding the Rollover Shares, the Dissenting Shares and the aggregate number of shares of Voting Common Stock and/or Nonvoting Common Stock then issuable upon the exercise of all vested Options outstanding as of immediately prior to the Effective Time) and (ii) the Price Per Common Share. The Company shall pay 100% of the fees and expenses of the Exchange Agent under the Escrow Agreement related to its duties as the Exchange Agent and such amounts shall be included as Company Expenses. (b) As soon as practicable following the Effective Time, the Company Surviving Corporation shall cause the Exchange Agent to deliver or mail to each holder of record of Stocka Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Stock (excluding the Rollover Shares) (i) a notice of the effectiveness of the Merger, (ii) a form of letter of transmittal in the form attached hereto as Exhibit D (the “Letter of Transmittal”), B which shall provide 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 (iii) instructions for use in surrendering the Certificates in exchange for the applicable portion of the Merger Consideration in accordance with Schedule 2.1Consideration. (bc) At Upon surrender of a Certificate for cancellation to the Effective TimeExchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the Buyer holder of such Certificate shall (or shall cause be entitled to receive in exchange therefor an amount in cash equal to the Surviving Corporation to) product of (i) pay the cash portion Price Per Common Share and (ii) the shares of Company Stock (excluding Rollover Shares) formerly represented by such Certificate. Any Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any of the Merger Consideration payable to the Stockholders, by wire transfer holders of immediately available funds to accounts designated in writing by such recipients, (ii) issue the securities that constitute a portion of the Merger Consideration, (iii) issue the Note, in each case in accordance with the Merger Consideration Allocation Schedule to the Stockholders who shall have delivered to the Buyer a properly completed and executed Letter of Transmittal; and (c) No Stockholder shall be entitled to any payment of Merger Consideration with respect to such Stockholder’s shares of Company Stock until a properly completed and executed Letter of Transmittal has been delivered to the BuyerCertificates. (d) Until the consummation of the Mergersurrendered in accordance with this Section 3.1, each such Certificate (other than Certificates representing shares of Company Stock to be canceled in accordance with Section 2.1(b), Dissenting Shares and Rollover Shares) shall represent solely the right to receive a the applicable portion of the Merger Consideration relating thereto, in accordance with the terms hereineach case, without any interest or dividends thereon. If the Merger Consideration (or any portion thereof) or any other amounts payable hereunder is to be delivered to any Person person other than the Person person in whose name the Certificate formerly representing the shares of Company Stock (other than Certificates representing shares of Company Stock to be canceled in accordance with Section 2.1(b), Dissenting Shares and Rollover Shares) surrendered therefor is registered, it shall be a condition to such right to receive such applicable portion of the Merger Consideration that the Person Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such shares of Company Stock shall pay to Buyer the Exchange Agent any Transfer Taxes (or the Surviving Corporation, as applicabledefined in Section 7.9(f)) any transfer taxes or other Taxes required by reason of the payment of a portion of the Merger Consideration to a Person person other than the registered holder of the Certificate surrendered, or shall establish to the reasonable satisfaction of Buyer (or the Surviving Corporation, as applicable) Exchange Agent that such Tax has been paid or is not applicable. (e) Promptly following the date that is 90 days after the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the Merger, and the Exchange Agent’s duties shall terminate. Thereafter, each holder of a Certificate formerly representing shares of Company Stock may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the Merger Consideration relating thereto in accordance with this Article III. (f) At the Effective Time, the Stock stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of shares of Company Stock on the stock transfer books of the Surviving Corporation of any shares of Company Stock that were outstanding immediately prior to the Effective Time on Time. On or after the stock transfer books Effective Time, any Certificates formerly representing shares of Company Stock presented to the Surviving Corporation or the Exchange Agent shall be surrendered and canceled in return for the payment of the Merger Consideration relating thereto (if any), as provided in this Article III. (g) None of Parent, the Surviving Corporation or the Exchange Agent or any of their respective Subsidiaries or affiliates shall be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (h) If any Certificate shall have been lost, stolen or destroyed, upon the making and delivery of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue the applicable Merger Consideration in exchange for such lost, stolen or destroyed Certificate in accordance with this Article III. (i) The Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the Merger Consideration or other amounts payable pursuant to this Agreement to any holder of Company Stock or Options such amounts as the Exchange Agent, Parent or the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of United States federal, state or local Tax laws and shall instead pay such amount to the applicable Governmental Authority (as defined in Section 11.6). To the extent that amounts are so withheld by the Exchange Agent, Parent or the Surviving Corporation, such amounts withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company Stock or Options in respect of which such deduction and withholding was made by the Exchange Agent, Parent or the Surviving Corporation.

Payment for Shares of Company Stock. (a) Prior Parent shall make the following payments: (i) As soon as practicable following the date of this Agreement and in any event not less than twenty (20) days before the Closing Date, Parent shall appoint a national bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”). At the Effective Time, Parent shall deposit with the Paying Agent, for the benefit of the holders of shares of Common Stock, Series C Preferred Stock, Series B Preferred Stock, Series A Preferred Stock and Series X Preferred Stock outstanding immediately prior to the Effective Time, for payment through the Paying Agent in accordance with this Section 3.1, cash in an amount (the “Payment Fund”) equal to the Aggregate Stockholder Consideration At Closing plus the Aggregate Common Option Value. The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in Section 3.1(b) out of the Payment Fund. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement. The Company will prepare and deliver to Parent an estimated schedule of the allocation of the Aggregate Stockholder Consideration At Closing payable to the Stockholders and the Aggregate Common Option Value payable to holders of Common Options (the “Securityholder Allocation Schedule”). The parties hereto acknowledge and agree that the Company shall mail will amend the Securityholder Allocation Schedule as of the Effective Time to (i) reflect any actual adjustments and allocation of the Merger Consideration required through the Effective Time and (ii) instruct the Paying Agent as to the portion of the Payment Fund payable as of the Effective Time to each holder of record the Stockholders and holders of StockCommon Options. (ii) At the Effective Time, a letter Parent shall cause to be delivered to HSBC Bank USA, National Association (the “Escrow Agent”) an amount of transmittal cash (including any interest earned therein) equal to $11,744,294.10 (the “Escrow Amount”). The Escrow Amount will be held for purposes of (a) the payment to Parent of the Final Operating Capital Adjustment Amount, if any such payment is required by Section 3.6(b)(iii)(A) and (b) providing, with certain limited exceptions set forth in Article IX, the sole and exclusive source for satisfaction of any indemnification claims of Parent (including, after the Closing, the Surviving Corporation) under Section 9.2. Any amount remaining in the Escrow Amount in excess of $9,395,435.28 following any payment to Parent of any Final Operating Capital Adjustment Amount pursuant to Section 3.6(b)(iii) shall be promptly delivered by the Escrow Agent to the Payment Agent for payment to the Stockholders in accordance with the Escrow Allocation Schedule (and, if no such adjustment is made, such remaining amount shall be delivered to the Paying Agent within three (3) Business Days following the determination of the Closing Operating Capital). Any amount remaining in the Escrow Amount on the Initial Indemnification Cut-Off Date that is not then subject to any pending indemnity claim in accordance with Article IX shall be promptly delivered by Escrow Agent to the Payment Agent for payment to the Stockholders in accordance with the Escrow Allocation Schedule. The Escrow Amount shall be governed by the terms of an escrow agreement to be entered into by and among Parent, the Stockholders’ Representative and the Escrow Agent, such escrow agreement to be substantially in the form attached hereto as Exhibit D C (the “Letter of TransmittalEscrow Agreement”). For federal income tax purposes, which any payment made by the Escrow Agent to the Stockholders shall provide instructions for surrendering the Certificates in exchange for the applicable portion be treated as deferred Merger Consideration and shall be subject to imputation of interest under Section 483 or Section 1274 of the Merger Consideration Code. Any interest or other income earned on the Escrow Amount will be included in the gross income of Parent in accordance with Schedule 2.1Proposed Treasury Regulations under Section 468B(g) of the Code. (biii) At the Effective Time, Parent shall cause to be delivered to the Buyer Stockholders’ Representative $500,000 (the “Stockholders’ Representative Amount”) to be held directly by the Stockholders’ Representative in an account for purposes of satisfying the Stockholders’ Representative’s obligations under Section 9.5. (iv) The Company will prepare and deliver a schedule that sets forth the estimated percentage interest in the Escrow Amount and the Stockholders’ Representative Amount for each Stockholder subject to an indemnification obligation pursuant to Article IX (each, an “Indemnifying Stockholder”) in the event any such amounts (including any interest or other income earned thereon) may be ultimately released and distributed to such Stockholders(the “Escrow Allocation Schedule”). The parties hereto acknowledge and agree that the Company will amend the Escrow Allocation Schedule as of the Effective Time to reflect any actual adjustments and allocation of the Merger Consideration required in accordance with this Agreement. (b) As soon as reasonably practicable following the date of this Agreement and in any event not less than fifteen (15) days before the Closing Date, Parent shall, or shall cause the Surviving Corporation to deliver to the Stockholders a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to shares of Company Stock shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Series X Preferred Stock, upon delivery of a Series X Acknowledgement) and instructions for use in effecting the surrender of a Certificate (or, in the case of Series X Preferred Stock, instructions for delivery of a Series X Acknowledgement) in exchange for the Aggregate Stockholder Consideration At Closing attributable to each share formerly represented by such Certificate or each share of Series X Preferred Stock, as applicable. As soon as reasonably practicable after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, cause the Paying Agent to mail to each record holder, as of the Effective Time, of an outstanding Certificate or of Series X Preferred Stock, who has not previously submitted a duly executed letter of transmittal, such form of letter of transmittal and instructions. (c) If a holder surrenders to the Paying Agent a Certificate, together with such letter of transmittal duly executed, and such other documents as may be reasonably requested pursuant to such instructions, at least two (i2) pay Business Days prior to the Closing Date, and such holder is the record holder as of the Closing Date, then the holder of such Certificate shall be paid on the Closing Date in exchange therefor cash in an amount equal to the product of the number of shares represented by such Certificate multiplied by the portion of the Merger Aggregate Stockholder Consideration At Closing attributable to such shares (subject to any applicable withholding tax as specified in Section 3.1(g)). If a holder surrenders to the StockholdersPaying Agent a Certificate, by wire transfer together with such letter of immediately available funds transmittal duly executed, and such other documents as may be reasonably requested pursuant to accounts designated in writing by such recipientsinstructions, any time after two (ii2) issue Business Days prior to the securities that constitute a portion Closing Date, and such holder is the record holder as of the Merger ConsiderationClosing Date, (iii) issue then the Note, in each case holder of such Certificate shall be paid as soon as reasonably practicable in accordance with the Merger Consideration Allocation Schedule to the Stockholders who shall have delivered to the Buyer a properly completed immediately preceding sentence, and executed Letter of Transmittal; and (c) No Stockholder shall be entitled to any payment of Merger Consideration with respect to such Stockholder’s shares of Company Stock until a properly completed and executed Letter of Transmittal has been delivered to the Buyer. (d) Until the consummation of the Merger, each Certificate shall represent solely the right to receive a portion of the Merger Consideration in accordance with the terms hereinforthwith be canceled. If the Merger Consideration (or any portion thereof) or any other amounts payable hereunder payment is to be delivered made to any a Person other than the Person in whose name the Certificate formerly representing the shares of Company Stock surrendered therefor is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and delivered to the Paying Agent with all documents required to evidence and effect such right to receive such Merger Consideration transfer and that the Person surrendering requesting such shares of Company Stock shall payment pay to Buyer (or the Surviving Corporation, as applicable) any transfer taxes or other Taxes taxes required by reason of the payment of a portion of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered, surrendered or shall establish to the reasonable satisfaction of Buyer (or the Surviving Corporation, as applicable) Corporation that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.1(c), each Certificate (other than Certificates representing shares of Company Stock to be canceled in accordance with Section 2.6(b) and Dissenting Shares) shall at any time after the Effective Time represent solely the right to receive, upon such surrender the amount contemplated by the first sentence of Section 3.1(c). (d) If a holder delivers to the Paying Agent a Series X Acknowledgement, together with such letter of transmittal duly executed, and such other documents as may be reasonably requested pursuant to such instructions, at least two (2) Business Days prior to the Closing Date, and such holder is the record holder of Series X Preferred Stock as of the Closing Date, then such holder shall be paid on the Closing Date in exchange therefor cash in an amount equal to the number of shares of Series X Preferred Stock owned by such holder multiplied by the portion of the Aggregate Stockholder Consideration per Share attributable to such shares (subject to any applicable withholding tax as specified in Section 3.1(g). If a holder delivers to the Paying Agent a Series X Acknowledgement, together with such letter of transmittal duly executed, and such other documents as may be reasonably requested pursuant to such instructions, any time after two (2) Business Days prior to the Closing Date, and such holder is the record holder as of the Closing Date, then such holder shall be paid as soon as reasonably practicable in accordance with the immediately preceding sentence. If payment is to be made to a Person other than the Person in whose name certain shares of Series X Preferred Stock are registered, it shall be a condition of payment that all documents required to evidence and effect the transfer of such shares shall be delivered to the Paying Agent and that the Person requesting such payment pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such shares or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until a Series X Acknowledgement with respect to a share of Series X Preferred Stock is delivered as contemplated by this Section 3.1(d), such share of Series X Preferred Stock (other than shares of Series X Preferred Stock representing shares of Company Stock to be canceled in accordance with Section 2.6(b) and Dissenting Shares) shall at any time after the Effective Time represent solely the right to receive, upon delivery of a Series X Acknowledgement, the amount contemplated by the first sentence of this Section 3.1(c). (e) 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, the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the portion of the Aggregate Stockholder Consideration At Closing attributable to each share formerly represented thereby. (f) To the extent permitted by applicable law, none of Parent, MergerCo, the Company, the Surviving Corporation or the Paying Agent shall be liable to any Person in respect of any portion of the Aggregate Stockholder Consideration At Closing from the Payment Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered, or a Series X Acknowledgement shall not have been delivered with respect to any shares of Series X Preferred Stock, prior to twelve (12) months after the Effective Time, any such shares, cash, dividends or distributions in respect of such Certificate or such Series X Preferred Stock 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. (g) Each of the Paying Agent, the Surviving Corporation and Parent shall be entitled to deduct and withhold from the portion of the Aggregate Stockholder Consideration At Closing attributable to any share of Company Stock, or amounts otherwise payable pursuant to this Agreement to any holder of shares, such amounts as are required to be withheld with respect to the making of such payment under the Code, and the rules and regulations promulgated thereunder, or any provision of United States federal, state or local tax laws. To the extent that amounts are so withheld, such withheld amounts shall be (i) remitted by the Paying Agent, the Surviving Corporation and Parent, as the case may be, to the applicable Governmental Authority and (ii) treated for all purposes of this Agreement as having been paid to the holder of the shares in respect of which such deduction and withholding was made. (h) The right to receive the Value Per Applicable Share paid upon the surrender of a Certificate, or upon delivery of a Series X Acknowledgement with respect to any Series X Preferred Stock shares, in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares formerly represented by such Certificate or such Series X Preferred Stock. At the Effective Time, the Stock stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of shares shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, or documentation is presented to the Surviving Corporation for the transfer of Series X Preferred Stock, such Certificates shall be canceled and exchanged for, and such Series X Preferred Stock shall be cancelled in exchange for, the Value Per Applicable Share as provided in this Article III, subject to applicable law in the case of Dissenting Shares. (i) Parent shall cause the Paying Agent to invest any cash included in the Payment Fund as directed by Parent in direct obligations of the U.S. Treasury, on a daily basis. Any interest and other income resulting from such investments shall be the property of and will be promptly paid to Parent. If for any reason (including losses) the cash in the Payment Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Paying Agent hereunder, Parent shall promptly deposit cash into the Payment Fund in an amount that were outstanding is equal to the deficiency in the amount of cash required to fully satisfy such payment obligations. (j) Promptly following the date that is twelve (12) months after the Effective Time, Parent shall cause the Paying Agent to deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the Merger, and the Paying Agent’s duties shall terminate. Any former Stockholders who have not complied with Section 3.1 prior to the end of such twelve (12) month period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) for payment of their claim for right to receive the Value Per Applicable Share. If any Certificates shall not have been surrendered, or Series X Acknowledgement shall not have been delivered with respect to any shares of Series X Preferred Stock, immediately prior to the Effective Time on date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar law unclaimed funds payable with respect to such Certificates or such Series X Preferred Stock shall, to the stock transfer books 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.