Common use of Payment of Cash for Shares Clause in Contracts

Payment of Cash for Shares. (a) At the Effective Time, the Surviving Corporation shall irrevocably deposit or cause to be deposited with a paying agent appointed by Buyer and reasonably acceptable to the Company (the "Paying Agent"), as agent for the holders of Shares to be cancelled in accordance with Section 3.2(a), -------------- cash in the aggregate amount required to pay the Merger Consideration in respect of such securities outstanding immediately prior to the Effective Time. Pending distribution pursuant to Section 3.3(b) hereof of -------------- the cash deposited with the Paying Agent, such cash shall be held in trust for the benefit of the holders of the Shares converted pursuant to the Merger and such cash shall not be used for any other purposes. Promptly, and in no event later than five Business Days after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Per Share Amount pursuant to Section 3.2 hereof, a form of letter of transmittal (which ----------- shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing the Shares (the "Share Certificates") shall pass, only upon proper delivery of the Share Certificate(s) to the Paying Agent) and instructions for use in effecting the surrender of the Share Certificate(s) pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Share Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate shall be entitled to receive in exchange therefor the Per Share Amount for each Share formerly evidenced by such Share Certificate, and such Share Certificate shall thereupon be cancelled. No interest shall accrue or be paid on the Per Share Amount payable upon the surrender of any Share Certificate for the benefit of the holder of such Share Certificate and any required withholding taxes on the Per Share Amount may be withheld by Buyer or the Paying Agent. All interest accrued in respect of the cash deposited with the Paying Agent shall accrue to the benefit of and be paid to the Surviving Corporation.

Payment of Cash for Shares. (a) At the Effective Time, the Surviving Corporation shall irrevocably deposit or cause to be deposited with a paying agent appointed by Buyer and reasonably acceptable to the Company (the "Paying AgentPAYING AGENT"), as agent for the holders of Shares to be cancelled in accordance with Section 3.2(a)SECTION 3.2, -------------- cash in the aggregate amount required to pay the Merger Consideration in respect of such securities outstanding immediately prior to the Effective Time. Pending distribution pursuant to Section 3.3(bSECTION 3.3(B) hereof of -------------- the cash deposited with the Paying Agent, such cash shall be held in trust for the benefit of the holders of the Shares converted pursuant to the Merger and such cash shall not be used for any other purposes. Promptly, and in no event later than five Business Days Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Per Share Amount pursuant to Section SECTION 3.2 hereof, a form of letter of transmittal (which ----------- shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing the Shares (the "Share CertificatesSHARE CERTIFICATES") shall pass, only upon proper delivery of the Share Certificate(s) Certificate to the Paying Agent) and instructions for use in effecting the surrender of the Share Certificate(s) Certificate pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Share Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate shall be entitled to receive in exchange therefor the Per Share Amount for each Share formerly evidenced by such Share Certificate, and such Share Certificate shall thereupon be cancelled. No interest shall accrue or be paid on the Per Share Amount payable upon the surrender of any Share Certificate for the benefit of the holder of such Share Certificate and any required withholding taxes on the Per Share Amount may be withheld by Buyer or the Paying Agent. All interest accrued in respect of the cash deposited with the Paying Agent shall accrue to the benefit of and be paid to the Surviving Corporation.

Payment of Cash for Shares. (a) At or prior to the Effective Time, the Surviving Corporation Company shall irrevocably deposit or cause to be deposited with a paying agent appointed by Buyer Parent and reasonably acceptable to the Company (the "“Paying Agent"”), as agent for the holders of Shares to be cancelled in accordance with Section 3.2(a2.10(a), -------------- cash in the aggregate amount required necessary to pay the Merger Consideration Per Share Amount in respect of such securities outstanding immediately prior all Shares that have been converted into the right to receive the Effective TimePer Share Amount under Section 2.10(a) (the “Merger Consideration”). Pending distribution pursuant to Section 3.3(b2.11(b) hereof of -------------- the cash deposited with the Paying Agent, such cash shall be held in trust for the benefit of the holders of the Shares converted pursuant to the Merger and such cash shall not be used for any other purposes. Promptly, and in no event later than five Business Days after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Per Share Amount pursuant to Section 3.2 2.10 hereof, a form of letter of transmittal (which ----------- shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing the Shares (the "“Share Certificates"”) shall pass, only upon proper delivery of the Share Certificate(s) to the Paying Agent) and instructions for use in effecting the surrender of the Share Certificate(s) pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Share Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate shall be entitled to receive in exchange therefor the Per Share Amount for each Share formerly evidenced by such Share Certificate, and such Share Certificate shall thereupon be cancelled. No interest shall accrue or be paid on the Per Share Amount payable upon the surrender of any Share Certificate for the benefit of the holder of such Share Certificate and any required withholding taxes on the Per Share Amount may be withheld by Buyer the Surviving Corporation or the Paying Agent. All interest accrued in respect of the cash deposited with the Paying Agent shall accrue to the benefit of and be paid to the Surviving Corporation.

Payment of Cash for Shares. (aEach holder of a certificate or certificates representing Shares canceled upon consummation of the Merger pursuant to Section 2.1(a) At the Effective Time, the Surviving Corporation shall irrevocably deposit or cause hereof may thereafter surrender such certificate to a disbursing agent to be deposited with a paying agent appointed designated by Buyer the Purchaser and reasonably acceptable satisfactory to the Company (the "Paying Disbursing Agent"), as agent for the such holders of Shares Shares, to be cancelled in accordance with Section 3.2(a), -------------- cash in effect the aggregate amount required to pay the Merger Consideration in respect surrender of such securities outstanding immediately prior to certificates on their behalf for a period ending twelve months after the Effective Time. Pending distribution pursuant to Section 3.3(b) hereof of -------------- the cash deposited with the Paying Agent, such cash shall be held in trust for the benefit of the holders of the Shares converted pursuant to the Merger and such cash shall not be used for any other purposes. Promptly, and in no event later than five Business Days The Purchaser agrees that promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent Time it will distribute to mail to each Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Per Share Amount pursuant to Section 3.2 hereof, such holders a form of letter of transmittal and instructions (which ----------- shall specify that delivery shall in the form and substance of a letter of transmittal and instructions to be effected, and risk of loss and title approved by the Company prior to the certificates evidencing the Shares (the "Share Certificates"Effective Time, such approval not to be unreasonably withheld) shall pass, only upon proper delivery of the Share Certificate(s) to the Paying Agent) and instructions for use in effecting the surrender of the Share Certificate(s) pursuant to such letter of transmittal. Upon surrender certificates which, immediately prior to the Paying Agent Effective Time, represented Shares in exchange for payment therefor. Each such holder shall be entitled upon surrender of a Share Certificateone or more certificates formerly representing Shares, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate shall be entitled to receive in exchange therefor a check representing the Per Share Amount for each Share formerly evidenced amount to which such holder is entitled in respect of the canceled Shares represented by such Share Certificatecertificates after giving effect to any required federal, state or local withholding, transfer, stamp, sales or similar Taxes. Until so surrendered and exchanged, each such certificate shall, after the Effective Time, be deemed to represent only the right to receive such amount. If payment is to be made to a person other than the person in whose name a surrendered certificate is registered, it shall be a condition to such payment that the certificate so surrendered shall be endorsed or shall be otherwise in proper form for transfer, with the registered owner's signature guaranteed by a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States, and that the person requesting such Share Certificate payment shall thereupon have paid any transfer and other Taxes required by reason of such payment in a name other than that of the registered holder of the certificate surrendered or shall have established to the satisfaction of the Purchaser or the Disbursing Agent that such Tax either has been paid or is not payable. If any of the cash deposited with the Disbursing Agent pursuant to Section 2.2 hereof for purposes of payment in exchange for such Shares remains unclaimed following the expiration of 180 days after the Effective Time, such cash shall be cancelleddelivered to the Purchaser by the Disbursing Agent, and thereafter the Disbursing Agent shall not be liable to any persons claiming any amount of such cash and the surrender and exchange shall be effected directly with the Purchaser. None of Purchaser, the Surviving Corporation, the Disbursing Agent or any other Person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. No interest shall accrue or be paid on payable with respect to any amounts which any holder shall be entitled to receive. The Purchaser or the Per Share Amount payable Disbursing Agent shall be authorized to pay the cash attributable to any certificate theretofore issued which has been lost or destroyed, but only upon the surrender receipt of any Share Certificate for the benefit satisfactory evidence of ownership of the holder Shares represented thereby and of such Share Certificate appropriate indemnification. From and any required withholding taxes on after the Per Share Amount may be withheld by Buyer or Effective Time, the Paying Agent. All interest accrued in respect holders of the cash deposited with the Paying Agent shall accrue certificates evidencing ownership of Shares outstanding immediately prior to the benefit of and be paid Merger shall cease to the Surviving Corporationhave any rights with respect to such Shares except as otherwise provided herein or by law.

Payment of Cash for Shares. (aEach holder of a certificate or certificates representing Shares canceled upon the Merger pursuant to Section 2.6(a) At the Effective Time, the Surviving Corporation shall irrevocably deposit or cause hereof may thereafter surrender such certificate to a disbursing agent to be deposited with a paying agent appointed designated by Buyer the Purchaser and reasonably acceptable satisfactory to the Company (the "Paying Disbursing Agent"), as agent for the such holders of Shares Shares, to be cancelled in accordance with Section 3.2(a), -------------- cash in effect the aggregate amount required to pay the Merger Consideration in respect surrender of such securities outstanding immediately prior to certificates on their behalf for a period ending six months after the Effective Time. Pending distribution pursuant to Section 3.3(b) hereof of -------------- the cash deposited with the Paying Agent, such cash shall be held in trust for the benefit of the holders of the Shares converted pursuant to the Merger and such cash shall not be used for any other purposes. Promptly, and in no event later than five Business Days The Purchaser agrees that promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent Time it will distribute to mail to each Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Per Share Amount pursuant to Section 3.2 hereof, such holders a form of letter of transmittal (which ----------- shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing the Shares (the "Share Certificates") shall pass, only upon proper delivery of the Share Certificate(s) to the Paying Agent) and instructions for use in effecting the surrender of the Share Certificate(s) pursuant to such letter of transmittal. Upon surrender certificates which, immediately prior to the Paying Agent Effective Time, represented Shares in exchange for payment therefor. Each such holder shall be entitled upon surrender of a Share Certificateone or more certificates formerly representing Shares, together with such a letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate shall be entitled to receive in exchange therefor a check representing the Per Share Amount for each Share formerly evidenced amount to which such holder is entitled in respect of the canceled Shares represented by such Share Certificatecertificates after giving effect to any required tax withholding. Until so surrendered and exchanged, each such certificate shall, after 4 5 the Effective Time, be deemed to represent only the right to receive such amount. If payment is to be made to a person other than the person in whose name a surrendered certificate is registered, it shall be a condition to such payment that the certificate so surrendered shall be endorsed or shall be otherwise in proper form for transfer, with the registered owner's signature guaranteed by a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States, and that the person requesting such Share Certificate payment shall thereupon have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the certificate surrendered or shall have established to the satisfaction of the Purchaser or the Disbursing Agent that such tax either has been paid or is not payable. If any of the cash deposited with the Disbursing Agent pursuant to Section 2.7 hereof for purposes of payment in exchange for such Shares remains unclaimed following the expiration of six months after the Effective Time, such cash shall be cancelleddelivered to the Purchaser by the Disbursing Agent, and thereafter the Disbursing Agent shall not be liable to any persons claiming any amount of such cash and the surrender and exchange shall be effected directly with the Purchaser. No interest shall accrue or be paid on payable with respect to any amounts which any holder shall be entitled to receive. The Purchaser or the Per Share Amount payable Disbursing Agent shall be authorized to pay the cash attributable to any certificate theretofore issued which has been lost or destroyed, but only upon the surrender receipt of any Share Certificate for the benefit satisfactory evidence of ownership of the holder Shares represented thereby and of such Share Certificate appropriate indemnification. From and any required withholding taxes on after the Per Share Amount may be withheld by Buyer or Effective Time, the Paying Agent. All interest accrued in respect holders of the cash deposited with the Paying Agent shall accrue certificates evidencing ownership of Shares outstanding immediately prior to the benefit of and be paid Merger shall cease to the Surviving Corporation.have any rights with respect to such Shares except as otherwise provided herein or by law. 2.9

Payment of Cash for Shares. (a) At the Effective Time, the Surviving Corporation shall irrevocably deposit or cause to be deposited with a paying agent appointed by Buyer and reasonably acceptable to the Company (the "Paying Agent"), as agent for the holders of Shares to be cancelled in accordance with Section 3.2(a), -------------- cash in the aggregate amount required to pay the Merger Consideration in respect of such securities outstanding immediately prior to the Effective Time. Pending distribution pursuant to Section 3.3(b) hereof of -------------- the cash deposited with the Paying Agent, such cash shall be held in trust for the benefit of the holders of the Shares converted pursuant to the Merger and such cash shall not be used for any other purposes. Promptly, and in no event later than five Business Days The Purchaser agrees that promptly after the Effective Time, the Surviving Corporation Time it shall cause the Paying Agent to mail distribute to each Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Per Share Amount pursuant to Section 3.2 hereof, a Certificate a form of letter of transmittal and instructions (which ----------- shall specify that delivery shall in the form and substance of a letter of transmittal and instructions to be effected, and risk of loss and title approved by the Company prior to the certificates evidencing the Shares (the "Share Certificates"Effective Time, such approval not to be unreasonably withheld) shall pass, only upon proper delivery of the Share Certificate(s) to the Paying Agent) and instructions for use in effecting the surrender of the Share Certificate(s) pursuant to Certificates. Each such letter holder shall be entitled upon surrender of transmittal. Upon surrender to the Paying Agent of a Share Certificateone or more Certificates, together with such a letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate shall be entitled to receive in exchange therefor a check representing the Per Share Amount for each Share formerly evidenced by amount to which such Share Certificate, and such Share Certificate shall thereupon be cancelled. No interest shall accrue or be paid on the Per Share Amount payable upon the surrender of any Share Certificate for the benefit of the holder of such Share Certificate and any required withholding taxes on the Per Share Amount may be withheld by Buyer or the Paying Agent. All interest accrued is entitled in respect of the cash deposited canceled Shares represented by such Certificates after giving effect to any required tax withholding. Until so surrendered and exchanged, each such Certificate shall, after the Effective Time, be deemed to represent only the right to receive such amount. If payment is to be made to a Person other than the Person in whose name a surrendered Certificate is registered, it shall be a condition to such payment that the Certificate so surrendered shall be endorsed or shall be otherwise in proper form for transfer, with the Paying registered owner's signature guaranteed by a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States, and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Purchaser or the Agent that such tax either has been paid or is not payable. Promptly following the date which is one year after the Effective Time, the Agent shall accrue to the benefit of and be paid deliver to the Surviving CorporationCorporation all cash, certificates and other documents in its possession relating to the transactions contemplated hereby, and the Agent's duties shall terminate. Thereafter, each holder of a certificate representing Shares (other than certificates representing Dissenting Shares and certificates representing Shares held directly or indirectly by Purchaser or in the treasury of the Company) may surrender such certificate to the Surviving Corporation and (subject to any applicable abandoned property, escheat or similar law) receive in consideration therefor the applicable Per Share Merger Consideration relating thereto, without any interest thereon. None of the Company, Purchaser, the Surviving Corporation or the Agent shall be liable to any holder of Shares for any cash delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree. From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to the Shares represented thereby except as otherwise provided herein or by law.

Payment of Cash for Shares. (a) Prior to the Effective Time, Company shall appoint American Stock Transfer and Trust Company, or another bank or trust company reasonably acceptable to Parent and Merger Sub (the "Exchange Agent"), to act as exchange agent for the exchange of the Merger Consideration upon surrender of certificates representing issued and outstanding Shares. At the Effective Time, the Surviving Corporation shall irrevocably deposit or cause to be deposited with a paying agent appointed by Buyer and reasonably acceptable to the Company (Exchange Agent, for the "Paying Agent"), as agent for benefit of the holders of Shares to be cancelled in accordance with Section 3.2(a)Shares, -------------- cash in the aggregate amount required to pay the Merger Consideration in respect of such securities the Shares outstanding immediately prior to the Effective Time. Pending distribution pursuant to Section 3.3(b2.2(b) hereof of -------------- the cash deposited with the Paying Exchange Agent, such cash shall be held in trust for the benefit of the holders of the Shares converted pursuant to the Merger and such cash shall not be used for any other purposes; provided that the Surviving Corporation may direct the Exchange Agent to invest such cash, provided that such investments (i) shall be obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from either Moody's Investors Services, Inc. or Standard & Poor's Corporation, ox xx xxrtificates of deposit, bank repurchase agreements or bankers acceptances of domestic commercial banks with capital exceeding $250,000,000 (collectively "Permitted Investments") or in money market funds which are invested solely in Permitted Investments and (ii) shall have maturities that will not prevent or delay payments to be made pursuant to Section 2.2(b) hereof. PromptlyEach holder of a certificate or certificates representing Shares canceled and extinguished at the Effective Time pursuant to Section 2.1(a) hereof may thereafter surrender such certificate or certificates to the Exchange Agent, and in no event later than five Business Days as agent for such holder of such Shares, to effect the exchange of such certificate or certificates on such holder's behalf for a period ending two hundred seventy (270) days after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Per Share Amount pursuant to Section 3.2 hereof, a form of letter of transmittal (which ----------- shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing the Shares (the "Share Certificates") shall pass, only upon proper delivery of the Share Certificate(s) to the Paying Agent) and instructions for use in effecting the surrender of the Share Certificate(s) pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Share Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate shall be entitled to receive in exchange therefor the Per Share Amount for each Share formerly evidenced by such Share Certificate, and such Share Certificate shall thereupon be cancelled. No interest shall accrue or be paid on the Per Share Amount payable upon the surrender of any Share Certificate for the benefit of the holder of such Share Certificate and any required withholding taxes on the Per Share Amount may be withheld by Buyer or the Paying Agent. All interest accrued in respect of the cash deposited with the Paying Agent shall accrue to the benefit of and be paid to the Surviving Corporation.

Payment of Cash for Shares. (a) At or prior to the Effective Time, the Surviving Corporation Parent shall irrevocably deposit or cause to be deposited with a paying agent appointed by Buyer Parent and reasonably acceptable to the Company (the "“Paying Agent"”), as agent for the holders of Shares shares to be cancelled in accordance with Section 3.2(a)2.10(a) and (b) and Options to be cancelled in accordance with Section 2.12, -------------- cash in the aggregate amount required to pay of the Merger Consideration in respect of such securities outstanding immediately prior pursuant to the Effective Timea Paying Agent Agreement. Pending distribution pursuant to Section 3.3(b2.13(b) hereof of -------------- the cash deposited with the Paying Agent, such cash shall be held in trust for the benefit of the holders of the Shares shares of Company Stock converted pursuant to the Merger and such cash shall not be used for any other purposes. Promptly, and in no event later than five Business Days (5) business days after the Effective Time, the Surviving Corporation Company shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Shares shares of Company Stock entitled to receive the Per Share Amount Merger Consideration pursuant to Section 3.2 2.10 and Section 2.12 hereof, a form of letter of transmittal in a customary form reasonably acceptable to the Company (the “Letter of Transmittal”) (which ----------- shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing the Shares shares of Company Stock (the "“Share Certificates"”) shall pass, only upon proper delivery of the Share Certificate(s) to the Paying Agent) and instructions for use in effecting the surrender of the Share Certificate(s) pursuant to such letter of transmittal. Upon On the business day following the Closing (with respect to any Company Stockholders who has delivered a Letter of Transmittal and Share Certificate on or prior to the Closing), and as soon as practicable following surrender by any other Company Stockholder to the Paying Agent of a Letter of Transmittal and Share Certificate, together with such letter of transmittalin each case, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate shall be entitled to receive paid in exchange therefor the Per Share Amount Merger Consideration, as the case may be, for each Share share of Company Stock formerly evidenced by such Share Certificate, and such Share Certificate shall thereupon be cancelled. No interest shall accrue or be paid on the Per Share Amount Merger Consideration payable upon the surrender of any Share Certificate for the benefit of the holder of such Share Certificate and any required withholding taxes on the Per Share Amount Merger Consideration may be withheld by Buyer the Surviving Company or the Paying Agent. All interest accrued in respect of the cash deposited with the Paying Agent shall accrue to the benefit of and be paid to the Surviving Corporation.

Payment of Cash for Shares. (a) At the Effective Time, the Surviving Corporation shall irrevocably deposit or cause to be deposited with a paying agent appointed by Buyer and reasonably acceptable to the Company (the "Paying Agent"), as agent for the holders of Shares to be cancelled in accordance with Section 3.2(a)3.2, -------------- cash in the ----------- aggregate amount required to pay the Merger Consideration in respect of such securities outstanding immediately prior to the Effective Time. Pending distribution pursuant to Section 3.3(b) hereof of -------------- the cash deposited with the -------------- Paying Agent, such cash shall be held in trust for the benefit of the holders of the Shares converted pursuant to the Merger and such cash shall not be used for any other purposes. Promptly, and in no event later than five Business Days Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Per Share Amount pursuant to Section 3.2 hereof, a form ----------- of letter of transmittal (which ----------- shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing the Shares (the "Share Certificates") shall pass, only upon proper delivery of the Share Certificate(s) Certificate to the Paying Agent) and instructions for use in effecting the surrender of the Share Certificate(s) Certificate pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Share Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate shall be entitled to receive in exchange therefor the Per Share Amount for each Share formerly evidenced by such Share Certificate, and such Share Certificate shall thereupon be cancelled. No interest shall accrue or be paid on the Per Share Amount payable upon the surrender of any Share Certificate for the benefit of the holder of such Share Certificate and any required withholding taxes on the Per Share Amount may be withheld by Buyer or the Paying Agent. All interest accrued in respect of the cash deposited with the Paying Agent shall accrue to the benefit of and be paid to the Surviving Corporation.

Payment of Cash for Shares. (a) At or prior to the Effective Time, the Surviving Corporation Parent shall irrevocably deposit or cause to be deposited with a paying agent appointed by Buyer Parent and reasonably acceptable to the Company (the "“Paying Agent"”), as agent for the holders of Shares shares to be cancelled in accordance with Section 3.2(a)2.10(a) and (b) and Options to be cancelled in accordance with Section 2.12, -------------- cash in the aggregate amount required to pay of the Merger Consideration and the aggregate Option Consideration, pursuant to an agreement in respect of such securities outstanding immediately prior to the Effective Timeform attached hereto as Exhibit B (the “Paying Agent Agreement”). Pending distribution pursuant to Section 3.3(b2.15(b) hereof of -------------- the cash deposited with the Paying Agent, such cash shall be held in trust for the benefit of the holders of the Shares shares of Company Stock and Options converted pursuant to the Merger and such cash shall not be used for any other purposes. Promptly, and in no event later than five Business Days (5) business days after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Shares shares of Company Stock and Options entitled to receive the Per Share Amount Merger Consideration and the Option Consideration pursuant to Section 3.2 2.10 and Section 2.12 hereof, a form of letter of transmittal in the form attached hereto as Exhibit C (the “Letter of Transmittal”) (which ----------- shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing the Shares shares of Company Stock (the "“Share Certificates"”) and Options (the “Option Agreements” shall pass, only upon proper delivery of the Share Certificate(s) and Option Agreement(s) to the Paying Agent) and instructions for use in effecting the surrender of the Share Certificate(s) and Option Agreement(s) pursuant to such letter of transmittal. Upon On the business day following the Closing (with respect to any Company Stockholders or Company Optionholders who has delivered a Letter of Transmittal and Share Certificate or Option Agreement on or prior to the Closing), and as soon as practicable following surrender by any other Company Stockholder or Company Optionholders to the Paying Agent of a Letter of Transmittal and Share CertificateCertificate or Option Agreement, together with such letter of transmittalin each case, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate or Option Agreement shall be entitled to receive paid in exchange therefor the Per Share Amount Merger Consideration or Option Consideration, as the case may be, for each Share share of Company Stock or Option formerly evidenced by such Share CertificateCertificate or Option Agreement, and such Share Certificate or Option Agreement shall thereupon be cancelled. No interest shall accrue or be paid on the Per Share Amount Merger Consideration or Option Consideration payable upon the surrender of any Share Certificate or Option Agreement for the benefit of the holder of such Share Certificate or Option Agreement and any required withholding taxes on the Per Share Amount Merger Consideration or Option Consideration may be withheld by Buyer the Surviving Corporation or the Paying Agent. All interest accrued in respect of the cash deposited with the Paying Agent shall accrue to the benefit of and be paid to the Surviving Corporation.

Payment of Cash for Shares. (ar) At the Effective Time, the Surviving Corporation shall irrevocably deposit or cause to be deposited with a paying agent appointed by Buyer and reasonably acceptable to the Company (the "Paying Agent"), as agent for the holders of Shares to be cancelled in accordance with Section 3.2(aSection --------------- 15(b), -------------- cash in the aggregate amount required to pay the Merger Consideration in ----- respect of such securities outstanding immediately prior to the Effective Time. Pending distribution pursuant to Section 3.3(b1.1(s) hereof of -------------- the cash deposited -------------- with the Paying Agent, such cash shall be held in trust for the benefit of the holders of the Shares converted pursuant to the Merger and such cash shall not be used for any other purposes. Promptly, and in no event later than five Business Days Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Per Share Amount pursuant to Section 3.2 ------- Section 15(b) hereof, a form of letter of transmittal (which ----------- shall specify that ------------- delivery shall be effected, and risk of loss and title to the certificates evidencing the Shares (the "Share Certificates") shall pass, only upon proper delivery of the Share Certificate(s) Certificate to the Paying Agent) and instructions for use in effecting the surrender of the Share Certificate(s) Certificate pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Share Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate shall be entitled to receive in exchange therefor the Per Share Amount for each Share formerly evidenced by such Share Certificate, and such Share Certificate shall thereupon be cancelled. No interest shall accrue or be paid on the Per Share Amount payable upon the surrender of any Share Certificate for the benefit of the holder of such Share Certificate and any required withholding taxes on the Per Share Amount may be withheld by Buyer or the Paying Agent. All interest accrued in respect of the cash deposited with the Paying Agent shall accrue to the benefit of and be paid to the Surviving Corporation.

Payment of Cash for Shares. (a) At The Company shall make available to each Person it expects to be a record holder, as of the Effective Time, the Surviving Corporation shall irrevocably deposit of an outstanding certificate or cause to be deposited with a paying agent appointed by Buyer and reasonably acceptable to the Company (the "Paying Agent"), as agent for the holders of Shares to be cancelled in accordance with Section 3.2(a), -------------- cash in the aggregate amount required to pay the Merger Consideration in respect of such securities outstanding certificates which immediately prior to the Effective Time. Pending distribution pursuant to Section 3.3(bTime represented Shares (the “Certificates”) hereof of -------------- the cash deposited with the Paying Agent, such cash shall be held in trust for the benefit of the holders of the Shares converted pursuant to the Merger and such cash shall not be used for any other purposes. Promptly, and in no event later than five Business Days after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Per Share Amount pursuant to Section 3.2 hereof, a form of letter of transmittal and instructions (which ----------- shall specify that delivery shall in the form and substance of a letter of transmittal and instructions to be effected, mutually agreed by the Company and risk of loss and title Parent prior to the certificates evidencing the Shares (the "Share Certificates"Effective Time) shall pass, only upon proper delivery of the Share Certificate(s) to the Paying Agent) and instructions for use in effecting the surrender of the Share Certificate(s) pursuant to Certificates. Each such letter holder shall be entitled upon surrender of transmittal. Upon surrender to the Paying Agent of a Share Certificateone or more Certificates, together with such a letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate shall be entitled to receive in exchange therefor the Per Share Amount applicable Merger Consideration for each Share formerly evidenced represented by such Share Certificate, Certificate and such Share Certificate shall thereupon then be cancelled. No interest Until so surrendered and exchanged, each such Certificate shall, after the Effective Time, be deemed to represent only the right to receive such amount. If payment is to be made to a Person other than the Person in whose name a surrendered Certificate is registered, it shall accrue be a condition to such payment that the Certificate so surrendered shall be endorsed or shall be paid on otherwise in proper form for transfer, with the Per Share Amount payable upon the surrender registered owner’s signature guaranteed by a firm which is a member of any Share Certificate for the benefit a registered national securities exchange or of the Financial Industry Regulatory Authority or by a commercial bank or trust company having an office or correspondent in the United States, and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of such payment in a name other than that of the registered holder of such Share the Certificate and any required withholding taxes on surrendered or shall have established to the Per Share Amount may be withheld by Buyer satisfaction of Parent or the Paying AgentAgent that such Tax either has been paid or is not payable. All interest accrued in respect Promptly following the date which is twelve (12) months after final payment of Merger Consideration required hereunder, the cash deposited with the Paying Agent shall accrue to the benefit of and be paid deliver to the Surviving CorporationCorporation all cash, certificates and other documents in its possession relating to the transactions contemplated hereby, and the Agent’s duties shall terminate. Thereafter, each holder of a Certificate (other than Certificates representing Dissenting Shares and Certificates representing Cancelled Shares) may surrender such Certificate to the Surviving Corporation and (subject to any applicable abandoned property, escheat or similar Law) receive in consideration therefor the amount to which such holder is entitled as of such time, without any interest thereon. The Surviving Corporation shall pay all charges and expenses, including those of the Agent, in connection with the exchange of Shares for the applicable Merger Consideration.