Common use of Payment of Merger Consideration Clause in Contracts

Payment of Merger Consideration. At the Effective Time: (i) Stratus shall issue cerificates: (x) in the name of the Hygeia Stockholders and Torreya Partners LLC representing the Hygeia Merger Consideration and (y) in the name of the Canterbury Holders and Torreya Partners LLC representing the Canterbury Merger Consideration, as the case may be, in accordance with the merger consideration set forth on Schedule 3.2 hereto (the “Merger Consideration Schedule”) and (ii) the Hygeia Stockholders shall deliver to Stratus certificates representing all of the issued and outstanding shares of Hygeia Stock, provided that prior to any issuance of any Merger Consideration, the Canterbury Holders and Hygeia Stockhodlers shall have delivered to Stratus a properly completed Omnibus Consent Agreement. Upon surrender of such certificates for cancellation to Stratus and delivery of the Omnibus Consent Agreement, the holders of such certificates shall be entitled to receive in exchange therefor, and Stratus shall cause the transfer agent to deliver the applicable Merger Consideration (or evidence of such Consideration in book-entry form) into which the securities formerly represented by such certificates shall have been converted pursuant to the terms of this Article III, and the certificates so surrendered shall forthwith be cancelled. All Merger Consideration paid upon the surrender for exchange of certificates shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Hygeia Stock and Canterbury Units previously represented by such certificates, and at the Effective Time the transfer books of Hygeia and Canterbury shall be closed and there shall be no further registration of transfers on the stock transfer books of the shares of Hygeia Stock and Canterbury Units that were outstanding immediately prior to the Effective Time.

Payment of Merger Consideration. At the Effective Time: (i) Stratus , Parent shall issue cerificates: (x) make the following disbursements, in the name of the Hygeia Stockholders and Torreya Partners LLC representing the Hygeia Merger Consideration and (y) in the name of the Canterbury Holders and Torreya Partners LLC representing the Canterbury Merger Consideration, as the each case may be, in accordance with the merger consideration set forth final Aggregate Consideration Spreadsheet delivered pursuant to Section 3.3: (a) Parent shall disburse to the Escrow Agent, the Escrow Amount. (b) Parent shall disburse the Stockholder Representative Reserve in accordance with Section 3.4. (c) Parent shall disburse to the Persons indicated on Schedule 3.2 hereto the Aggregate Consideration Spreadsheet amounts equal to the Transaction Expenses. (the “Merger Consideration Schedule”d) and (ii) the Hygeia Stockholders Parent shall deliver disburse to Stratus certificates representing all each Company Stockholder such Company Stockholder's portion of the issued and outstanding shares of Hygeia Stock, Cash Consideration; provided that prior to any issuance of such disbursement to any Merger ConsiderationCompany Stockholder, the Canterbury Holders and Hygeia Stockhodlers such Company Stockholder shall have delivered to Stratus Parent a properly completed Omnibus Consent Agreementletter of transmittal substantially in the form of Exhibit F hereto together with such Company Stockholder's Certificate. Upon surrender of such certificates a Certificate for cancellation to Stratus Parent, together with such letter of transmittal, duly completed and delivery validly executed, as of the Omnibus Consent AgreementEffective Time, the holders holder of such certificates Certificate shall be entitled to receive in exchange therefor, and Stratus Parent shall cause pay to such holder in immediately available funds, the transfer agent to deliver amount of the applicable Merger Cash Consideration (or evidence of such Consideration in book-entry form) into which the securities shares formerly represented by such certificates Certificate shall have been converted pursuant to the terms of this Article III, and the certificates Certificate so surrendered shall forthwith be cancelled. All Merger Consideration cash paid upon the surrender for exchange of certificates Certificates in accordance with, and subject to, the terms of Section 3.2(g) shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Hygeia Company Stock and Canterbury Units previously represented by such certificatesCertificates, and at the Effective Time the stock transfer books of Hygeia and Canterbury the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Hygeia Company Stock and Canterbury Units that were outstanding immediately prior to the Effective Time. If, at any time after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for any reason, they shall be cancelled and exchanged as provided in this Section 3.2(d). (e) Parent shall disburse to each holder of a Company Warrant such holder's portion of the Warrant Consideration. (f) Parent shall disburse to the Company for payment to each holder of a Company Stock Option, the Option Cash Consideration. (g) Promptly after (i) the 12-month anniversary of the Closing Date and (ii) the earlier of (A) the attainment of Milestone 2 and (B) the 18-month anniversary of the Closing Date, but in no event later than ten (10) Business Days after Parent has verified that the applicable Milestone has been achieved (or the occurrence of the applicable anniversary of the Closing Date), Parent shall deliver to the Stockholder Representative either a statement that no Milestone Shares have been earned or a reasonably detailed spreadsheet (a "Milestone Spreadsheet") calculating and allocating to each Company Stockholder whose shares of Common Stock were converted pursuant to Section 3.1(c) into the right to receive the Common Stock Merger Consideration and who complied with the requirements of Section 3.2(d), (A) that number of whole Milestone 1, Additional Milestone 1, Milestone 2, and/or Additional Milestone 2 Shares, as applicable, that such holder has the right to receive pursuant to the provisions of this Article III and (B) cash in lieu of any fractional shares of Milestone 1, Additional Milestone 1, Milestone 2, and/or Additional Milestone 2 Shares to which such holder is entitled pursuant to Section 3.2(i), or (C) with respect to the stockholders listed on Schedule 3.1(c), the cash in lieu of shares that such stockholder is entitled to receive. The Stockholder Representative shall, within ten (10) Business Days of its receipt of the Milestone Spreadsheet, notify Parent of any objections to the calculations or allocations set forth therein. If the Stockholder Representative agrees with the calculations and allocations by providing written notice thereof to Parent or does not raise any written objection thereto to Parent within such ten (10) Business Day period, Parent shall, within five (5) Business Days thereafter, deliver or cause to be delivered to each former Company Stockholder a certificate (or evidence of shares in book entry form) representing that number of whole Milestone 1 and/or Milestone 2 Shares (and cash in lieu of fractional shares, if any) such holder is entitled to receive as set forth in the applicable Milestone Spreadsheet, or, with respect to the stockholders listed on Schedule 3.1(c), the cash in lieu of shares that such stockholder is entitled to receive. In the event the Stockholder Representative objects to the calculations or allocations set forth in either Milestone Spreadsheet, the parties shall resolve the dispute pursuant to the procedures set forth in Section 10.3(e). Parent shall have no obligation to make any payments under this Section 3.2(e) until a final determination has been made pursuant to Section 10.3(e). In the event of a transfer of ownership of a share of Company Stock that is not registered in the stock transfer books of the Company, the proper amount of the Merger Consideration (as determined in accordance with, and subject to, the terms of this Article III) may be paid in exchange therefor to a Person other than the Person in whose name the Stock Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and accompanied by all the documents required by Section 3.2(d), and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Payment of Merger Consideration. (a) (i) At or prior to the Closing, Purchaser will deliver to the Paying Agent, for further payment to the Eligible Holders pursuant to the Paying Agent Agreement, cash in an amount equal to (A) the Closing Per Share Merger Consideration, multiplied by (B) the total number of issued and outstanding Company Shares immediately prior to the Effective Time (the “Aggregate Closing Per Share Merger Consideration”), and (ii) at the Effective Time, Purchaser shall fund the Company with cash sufficient to pay the aggregate Closing Option Merger Consideration in respect of each Vested Option. (b) Immediately following the Effective Time, the Paying Agent shall deliver to each Eligible Holder who has delivered a duly executed and completed letter of transmittal and indemnification agreement in the form attached hereto as Exhibit D (the “Letter of Transmittal”) and such other documents as may reasonably be required by the Paying Agent and has, subject to Section 2.05(g), surrendered the applicable certificate(s) representing its Company Shares, an aggregate amount in cash equal to the product of the number of Company Shares represented by such certificate(s), multiplied by the Closing Per Share Merger Consideration, by wire transfer of immediately available funds to an account designated in such Eligible Holder’s Letter of Transmittal (or, at the request of an Eligible Holder, by check). (c) In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, payment may be made with respect to such shares to such a transferee if the certificate representing such shares is presented to the Company, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (d) Notwithstanding anything to the contrary contained herein or otherwise, Company Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares (the “Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”), shall not be converted into the right to receive the Closing Per Share Merger Consideration as provided in Section 2.02(b), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time: (i) Stratus , all Appraisal Shares shall issue cerificates: (x) in no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the name right to receive the fair value of the Hygeia Stockholders and Torreya Partners LLC representing the Hygeia Merger Consideration and (y) in the name of the Canterbury Holders and Torreya Partners LLC representing the Canterbury Merger Consideration, as the case may be, such Appraisal Shares in accordance with the merger consideration set forth on Schedule 3.2 hereto (provisions of Section 262. Notwithstanding the “Merger Consideration Schedule”) and (ii) foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the Hygeia Stockholders right to appraisal under Section 262 or a court of competent jurisdiction shall deliver determine that such holder is not entitled to Stratus certificates representing all of the issued and outstanding shares of Hygeia Stockrelief provided by Section 262, provided that prior to any issuance of any Merger Consideration, then the Canterbury Holders and Hygeia Stockhodlers shall have delivered to Stratus a properly completed Omnibus Consent Agreement. Upon surrender right of such certificates for cancellation holder to Stratus and delivery of be paid the Omnibus Consent Agreement, the holders fair value of such certificates holder’s Appraisal Shares under Section 262 shall be entitled to receive in exchange therefor, cease and Stratus shall cause the transfer agent to deliver the applicable Merger Consideration (or evidence of each such Consideration in book-entry form) into which the securities formerly represented by such certificates shall have been converted pursuant to the terms of this Article III, and the certificates so surrendered shall forthwith be cancelled. All Merger Consideration paid upon the surrender for exchange of certificates Appraisal Share shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Hygeia Stock and Canterbury Units previously represented by such certificates, and converted at the Effective Time into, and shall have become, the transfer books right to receive the Closing Per Share Merger Consideration as provided in Section 2.02(b), without interest. The Company shall serve prompt notice to Purchaser of Hygeia any demands for appraisal of any Company Shares, and Canterbury Purchaser shall be closed have the right to participate in all negotiations and there shall be no further registration of transfers on the stock transfer books of the shares of Hygeia Stock and Canterbury Units that were outstanding immediately prior proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Purchaser (which shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Payment of Merger Consideration. At (a) From time to time following the Effective Time, as necessary to satisfy the requirements of Section 2.9(b), Parent shall deliver to such agent or agents as may be appointed by Parent and Acquisition and reasonably satisfactory to the Company (the "Payment Agent") for the benefit of the holders of Shares, in cash the aggregate amount necessary to pay the Merger Consideration (such cash hereinafter referred to as the "Merger Fund") payable and issuable pursuant to Section 2.8 in exchange for outstanding Shares. (b) As soon as reasonably practicable after the Effective Time, the Payment Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.8: (i) Stratus a letter of transmittal (which shall issue cerificates: (x) in specify that delivery shall be effected and risk of loss and title to the name Certificates shall pass only upon delivery of the Hygeia Stockholders Certificates to the Payment Agent and Torreya Partners LLC representing shall be in such form and have such other provisions as Parent and the Hygeia Merger Consideration and (y) in the name of the Canterbury Holders and Torreya Partners LLC representing the Canterbury Merger Consideration, as the case Company may be, in accordance with the merger consideration set forth on Schedule 3.2 hereto (the “Merger Consideration Schedule”reasonably specify) and (ii) instructions for use in effecting the Hygeia Stockholders shall deliver to Stratus certificates representing all surrender of the issued and outstanding shares of Hygeia Stock, provided that prior to any issuance of any Certificates in exchange for the Merger Consideration, the Canterbury Holders and Hygeia Stockhodlers shall have delivered to Stratus a properly completed Omnibus Consent Agreement. Upon surrender of such certificates a Certificate for cancellation to Stratus and delivery the Payment Agent together with such letter of the Omnibus Consent Agreementtransmittal duly executed, the holders holder of such certificates Certificate shall be entitled to receive in exchange therefor, and Stratus shall cause therefor a check representing the transfer agent to deliver the applicable Merger Consideration (or evidence of which such Consideration in book-entry form) into which holder has the securities formerly represented by such certificates shall have been converted right to receive pursuant to the terms provisions of this Article III, 2 and the certificates Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a transferee if the Certificate representing such Shares is presented to the Payment Agent accompanied by all documents required to effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.9, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 2.9. (c) In the event that any Certificate for Shares shall have been lost, stolen or destroyed, the Payment Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Agreement; provided, however, that Parent or its Payment Agent may, in its discretion, require the delivery of a suitable bond or indemnity. (d) All Merger Consideration paid upon the surrender for exchange of certificates Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares; subject, however, to the shares Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such Shares in accordance with the terms of Hygeia Stock this Agreement, or prior to the date hereof and Canterbury Units previously represented by such certificates, and which remain unpaid at the Effective Time the transfer books of Hygeia and Canterbury shall be closed Time, and there shall be no further registration of transfers on the stock transfer books of the shares Surviving Corporation of Hygeia Stock and Canterbury Units that the Shares which were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason they shall be canceled and exchanged as provided in this Article 2 (e) Any portion of the Merger Fund which remains undistributed to the stockholders of the Company for six months after the Effective Time shall be delivered to Parent upon demand and any stockholders of the Company who have not theretofore complied with this Article 2 shall thereafter look only to Parent for payment of their claim for the Merger Consideration. (f) Neither Parent nor the Company shall be liable to any holder of Shares for cash from the Merger Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Merger Consideration. (a) At the Closing, and in any event no later than the Effective Time of the Merger, Purchaser shall deposit with Norwest Bank Minnesota, N.A. (the "Payment Agent") for the benefit of the holders of Company Common Stock, in cash (or an irrevocable letter of credit in the form set forth as Schedule 1.6(a) issued by U.S. Bank National Association for the benefit of the Payment Agent permitting daily draws by the Payment Agent as needed to pay Stockholders) in an amount equal to the aggregate Common Cash Conversion Amounts (such cash is hereinafter referred to as the "Payment Fund") payable in exchange for all outstanding shares of Company Common Stock. (b) As soon as reasonably practicable after the Effective Time: , the Payment Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"): (i) Stratus A letter of transmittal, which shall issue cerificates: (x) in specify that delivery shall be effected and risk of loss and title to the name Certificates shall pass only upon delivery of the Hygeia Stockholders Certificates to the Payment Agent, and Torreya Partners LLC representing which shall be in such form and have such other provisions as Purchaser and the Hygeia Merger Consideration and (y) in the name of the Canterbury Holders and Torreya Partners LLC representing the Canterbury Merger Consideration, as the case Company may be, in accordance with the merger consideration set forth on Schedule 3.2 hereto (the “Merger Consideration Schedule”) and reasonably specify; and (ii) Instructions on how to surrender the Hygeia Stockholders shall deliver to Stratus certificates representing all of Certificates in exchange for the issued and outstanding shares of Hygeia Stock, provided that prior to any issuance of any Merger Consideration, the Canterbury Holders and Hygeia Stockhodlers shall have delivered to Stratus a properly completed Omnibus Consent AgreementCommon Cash Conversion Amounts. Upon surrender to the Payment Agent of a Certificate for cancellation, together with such letter of transmittal duly executed, the holder of such certificates for cancellation to Stratus and delivery of the Omnibus Consent Agreement, the holders of such certificates Certificate shall be entitled to receive in exchange therefor, and Stratus shall cause therefor a check representing the transfer agent Common Cash Conversion Amounts which such holder has the right to deliver the applicable Merger Consideration (or evidence of such Consideration in book-entry form) into which the securities formerly represented by such certificates shall have been converted receive pursuant to the terms provisions of this Article IIISection 1.4, and the certificates Certificate so surrendered shall forthwith be cancelledcanceled. In the event that a transfer of ownership of shares of Company Common Stock is not registered in the transfer of records of the Company, payment of the Common Cash Conversion Amounts may be made to a transferee if the Certificate representing such shares is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.6, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Common Cash Conversion Amounts as contemplated by this Section 1.6. (c) In the event that any Certificate shall have been lost, stolen or destroyed, the Payment Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, such Common Cash Conversion Amounts may be required pursuant to this Agreement; PROVIDED, however, that the Purchaser or the Payment Agent may, in its discretion, require the delivery of a suitable bond or indemnity. (d) All Merger Consideration Common Cash Conversion Amounts paid upon the surrender for exchange of certificates Company Common Stock in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Common Stock. (e) Any portion of the shares Payment Fund which remains undistributed to the Stockholders of Hygeia Stock and Canterbury Units previously represented by such certificates, and at the Company for six (6) months after the Effective Time of the transfer books of Hygeia and Canterbury Merger shall be closed delivered to Purchaser upon demand, and there any Stockholders who have not theretofore complied with this Section 1.6 shall thereafter look only to Purchaser for payment of their claim for the Common Cash Conversion Amounts. (f) Neither Purchaser nor the Surviving Corporation shall be no further registration liable to any holder of transfers Company Common Stock for cash from the Payment Fund delivered to a public official pursuant to applicable abandoned property escheat or similar law. (g) No interest will be paid or will accrue on any cash payable pursuant to Section 1.6. (h) The Payment Agent shall invest any cash included in the stock transfer books of the shares of Hygeia Stock and Canterbury Units that were outstanding immediately prior Payment Fund as directed by Purchaser on a daily basis, with such investments to the Effective Time.be made only in short-term U.S.

Payment of Merger Consideration. At (a) Prior to the Effective Time: , ServiceMaster shall appoint an agent reasonably acceptable to ARS (the "Exchange Agent") for the purpose of exchanging certificates formerly representing ARS Shares for the Merger Consideration. Immediately following the Effective Time, ServiceMaster shall deposit with the Exchange Agent, for the benefit of the holders of certificates formerly representing ARS Shares, the Merger Consideration issuable pursuant to Section 3.1(c). Promptly after the Effective Time, ServiceMaster will send, or will cause the Exchange Agent to send, to each holder of ARS Shares at the Effective Time (i) Stratus a letter of transmittal for use in such exchange (which shall issue cerificates: (x) in the name specify that delivery of the Hygeia Stockholders and Torreya Partners LLC representing the Hygeia Merger Consideration shall be effected, and (y) in risk of loss and title to the name certificates representing ARS Common Stock shall pass, only upon proper deliver of the Canterbury Holders and Torreya Partners LLC certificates formerly representing ARS Shares to the Canterbury Merger Consideration, as the case may be, in accordance with the merger consideration set forth on Schedule 3.2 hereto (the “Merger Consideration Schedule”Exchange Agent) and (ii) instructions for use in effecting the Hygeia Stockholders shall deliver to Stratus certificates representing all surrender of the issued and outstanding shares certificates formerly representing ARS Shares in exchange for the Merger Consideration. (b) Each holder of Hygeia Stock, provided ARS Shares that prior have been converted into a right to any issuance of any receive the Merger Consideration, upon surrender to the Canterbury Holders and Hygeia Stockhodlers shall have delivered to Stratus Exchange Agent of a certificate or certificates formerly representing such ARS Shares, together with a properly completed Omnibus Consent Agreement. Upon surrender and duly executed letter of transmittal covering such certificates for cancellation to Stratus ARS Shares and delivery of such other documents as may reasonably be required by the Omnibus Consent AgreementExchange Agent, the holders of such certificates shall will be entitled to receive the Merger Consideration payable in respect of such ARS Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes only the right to receive the Merger Consideration without interest. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the ARS Shares formerly represented by the certificate or certificates surrendered in exchange therefor, and Stratus it shall cause be a condition to such payment that the transfer agent to deliver the applicable Merger Consideration (certificate or evidence of such Consideration in book-entry form) into which the securities formerly represented by such certificates shall have been converted pursuant to the terms of this Article III, and the certificates so surrendered shall forthwith be cancelled. All Merger Consideration paid upon properly endorsed or otherwise be in proper form for transfer and that the surrender for exchange Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such ARS Shares formerly represented by the certificate or certificates shall be deemed so surrendered or establish to have the satisfaction of the Exchange Agent that such tax has been paid in full satisfaction of all rights pertaining to the shares of Hygeia Stock and Canterbury Units previously represented by such certificates, and at or is not applicable. (d) After the Effective Time the transfer books of Hygeia and Canterbury shall be closed and Time, there shall be no further registration of transfers on of ARS Shares. If, after the stock transfer books Effective Time, certificates formerly representing ARS Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article. (e) Any portion of the shares Merger Consideration made available to the Exchange Agent pursuant to Section 3.2(a) that remains unclaimed by the holders of Hygeia Stock certificates formerly representing ARS Shares one year after the Effective Time shall be returned to ServiceMaster, upon demand, and Canterbury Units any such holder who has not exchanged his certificates formerly representing ARS Shares for the Merger Consideration in accordance with this Section prior to that were outstanding time shall thereafter look only to ServiceMaster for payment of the Merger Consideration. Neither ServiceMaster, ARS nor the Exchange Agent shall be liable to any person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any certificate formerly representing ARS Shares shall not have been surrendered prior to two years after the Effective Time, or immediately prior to such earlier date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined), any such Merger Consideration 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. (f) The Exchange Agent shall invest any cash deposited with the Exchange Agent, as directed by ServiceMaster, on a daily basis. Any interest and other income resulting from such investments shall be paid to ServiceMaster. (g) If any certificate representing ARS Shares outstanding as of the Effective TimeTime shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration due to such person pursuant to this Agreement.

Payment of Merger Consideration. At the Effective Time: (i) Stratus shall issue cerificates: (x) cerificates in the name of the Hygeia Paloma Stockholders and Torreya Partners LLC representing the Hygeia Paloma Merger Consideration and (y) in the name of the Canterbury Holders and Torreya Partners LLC representing the Canterbury Merger Consideration, as the case may be, in accordance with the merger consideration schedule set forth on Schedule 3.2 3.3 hereto (the “Merger Consideration Schedule”) and (ii) the Hygeia Paloma Stockholders shall deliver to Stratus certificates representing all of the issued and outstanding shares of Hygeia Paloma Common Stock, provided that prior to any issuance of any Merger Consideration, the Canterbury Holders and Hygeia Paloma Stockhodlers shall have delivered to Stratus a properly completed Omnibus Consent Agreement. Upon surrender of such certificates for cancellation to Stratus and delivery of the Omnibus Consent Agreement, the holders of such certificates shall be entitled to receive in exchange therefor, and Stratus shall cause the transfer agent to deliver the applicable Merger Consideration (or evidence of such Consideration in book-entry form) into which the securities formerly represented by such certificates shall have been converted pursuant to the terms of this Article III, and the certificates so surrendered shall forthwith be cancelled. All Merger Consideration paid upon the surrender for or exchange of certificates shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Hygeia Paloma Common Stock and Canterbury Units previously represented by such certificates, and at the Effective Time the transfer books of Hygeia and Canterbury Paloma shall be closed and there shall be no further registration of transfers on the stock transfer books of the shares of Hygeia Paloma Common Stock and Canterbury Units that were outstanding immediately prior to the Effective Time.

Payment of Merger Consideration. (a) At the Closing, and in any event no later than the Effective Time of the Merger, Purchaser shall deposit with Norwest Bank Minnesota, N.A. (the "Payment Agent") for the benefit of the holders of Company Common Stock, in cash (or an irrevocable letter of credit in the form set forth as Schedule 1.6(a) issued by U.S. Bank National Association for the benefit of the Payment Agent permitting daily draws by the Payment Agent as needed to pay Stockholders) in an amount equal to the aggregate Common Cash Conversion Amounts (such cash is hereinafter referred to as the "Payment Fund") payable in exchange for all outstanding shares of Company Common Stock. (b) As soon as reasonably practicable after the Effective Time: , the Payment Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"): (i) Stratus A letter of transmittal, which shall issue cerificates: (x) in specify that delivery shall be effected and risk of loss and title to the name Certificates shall pass only upon delivery of the Hygeia Stockholders Certificates to the Payment Agent, and Torreya Partners LLC representing which shall be in such form and have such other provisions as Purchaser and the Hygeia Merger Consideration and (y) in the name of the Canterbury Holders and Torreya Partners LLC representing the Canterbury Merger Consideration, as the case Company may be, in accordance with the merger consideration set forth on Schedule 3.2 hereto (the “Merger Consideration Schedule”) and reasonably specify; and (ii) Instructions on how to surrender the Hygeia Stockholders shall deliver to Stratus certificates representing all of Certificates in exchange for the issued and outstanding shares of Hygeia Stock, provided that prior to any issuance of any Merger Consideration, the Canterbury Holders and Hygeia Stockhodlers shall have delivered to Stratus a properly completed Omnibus Consent AgreementCommon Cash Conversion Amounts. Upon surrender to the Payment Agent of a Certificate for cancellation, together with such letter of transmittal duly executed, the holder of such certificates for cancellation to Stratus and delivery of the Omnibus Consent Agreement, the holders of such certificates Certificate shall be entitled to receive in exchange therefor, and Stratus shall cause therefor a check representing the transfer agent Common Cash Conversion Amounts which such holder has the right to deliver the applicable Merger Consideration (or evidence of such Consideration in book-entry form) into which the securities formerly represented by such certificates shall have been converted receive pursuant to the terms provisions of this Article IIISection 1.4, and the certificates Certificate so surrendered shall forthwith be cancelledcanceled. In the event that a transfer of ownership of shares of Company Common Stock is not registered in the transfer of records of the Company, payment of the Common Cash Conversion Amounts may be made to a transferee if the Certificate representing such shares is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.6, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Common Cash Conversion Amounts as contemplated by this Section 1.6. (c) In the event that any Certificate shall have been lost, stolen or destroyed, the Payment Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, such Common Cash Conversion Amounts may be required pursuant to this Agreement; provided, however, that the Purchaser or the Payment Agent may, in its discretion, require the delivery of a suitable bond or indemnity. (d) All Merger Consideration Common Cash Conversion Amounts paid upon the surrender for exchange of certificates Company Common Stock in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Common Stock. (e) Any portion of the shares Payment Fund which remains undistributed to the Stockholders of Hygeia Stock and Canterbury Units previously represented by such certificates, and at the Company for six (6) months after the Effective Time of the transfer books of Hygeia and Canterbury Merger shall be closed delivered to Purchaser upon demand, and there any Stockholders who have not theretofore complied with this Section 1.6 shall thereafter look only to Purchaser for payment of their claim for the Common Cash Conversion Amounts. (f) Neither Purchaser nor the Surviving Corporation shall be no further registration liable to any holder of transfers Company Common Stock for cash from the Payment Fund delivered to a public official pursuant to applicable abandoned property escheat or similar law. (g) No interest will be paid or will accrue on any cash payable pursuant to Section 1.6. (h) The Payment Agent shall invest any cash included in the stock transfer books of the shares of Hygeia Stock and Canterbury Units that were outstanding immediately prior Payment Fund as directed by Purchaser on a daily basis, with such investments to the Effective Time.be made only in short-term U.S.

Payment of Merger Consideration. At (a) Concurrent with the Effective Time, Parent shall deposit with Bank Boston, N.A. or such other agent or agents as may be appointed by Parent and Merger Sub (the "Payment Agent") for the benefit of the holders of Shares, cash in the aggregate amount necessary to pay the Merger Consideration (such cash is hereinafter referred to as the "Merger Fund") payable pursuant to Section 3.1 in respect of outstanding Shares. (b) As soon as reasonably practicable after the Effective Time, the Payment Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted into the ------------ right to receive the Merger Consideration pursuant to Section 3.1: (i) Stratus a letter of transmittal (which shall issue cerificates: (x) in specify that delivery shall be effected and risk of loss and title to the name Certificates shall pass only upon delivery of the Hygeia Stockholders Certificates to the Payment Agent and Torreya Partners LLC representing the Hygeia Merger Consideration shall be in such form and (y) in the name of the Canterbury Holders and Torreya Partners LLC representing the Canterbury Merger Consideration, have such other provisions as the case Parent may be, in accordance with the merger consideration set forth on Schedule 3.2 hereto (the “Merger Consideration Schedule”reasonably specify) and (ii) instructions for use in effecting the Hygeia Stockholders shall deliver to Stratus certificates representing all surrender of the issued and outstanding shares of Hygeia Stock, provided that prior to any issuance of any Certificates in exchange for the Merger Consideration, the Canterbury Holders and Hygeia Stockhodlers shall have delivered to Stratus a properly completed Omnibus Consent Agreement. . (c) Upon surrender of such certificates a Certificate for cancellation to Stratus and delivery the Payment Agent together with such letter of the Omnibus Consent Agreementtransmittal duly executed, the holders holder of such certificates Certificate shall be entitled to receive in exchange therefor, and Stratus shall cause therefor a check representing the transfer agent to deliver the applicable Merger Consideration (or evidence of which such Consideration in book-entry form) into which holder has the securities formerly represented by such certificates shall have been converted right to receive pursuant to the terms provisions of this Article III, III and the certificates Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a transferee if the Certificate representing such Shares is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 3.3. (d) In the event that any Certificate shall have been lost, stolen or destroyed, the Payment Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Agreement; provided, however, that Parent or the Payment Agent may also, in its discretion, require the delivery of a suitable bond or indemnity. (e) All Merger Consideration paid upon the surrender for exchange of certificates Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Hygeia Stock and Canterbury Units previously represented by such certificatesShares, and at the Effective Time the transfer books of Hygeia and Canterbury shall be closed and there shall be no further registration of transfers on the stock transfer books of the shares Surviving Corporation of Hygeia Stock and Canterbury Units that the Shares which were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason they shall be canceled and exchanged as provided in this Article III. (f) Any portion of the Merger Fund that remains unclaimed by the holders of Shares six months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such holder's Shares for the Merger Consideration in accordance with this Section 3.3 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration in respect of such holder's Shares. Notwithstanding the foregoing, Parent shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed by holders of Shares two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority) shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. (g) Parent shall have the right to demand that the Payment Agent return to Parent such portion of the Merger Fund that represents the Merger Consideration payable for Shares for which appraisal rights have been perfected and for which payment has been made pursuant to Section 262 of the DGCL. (h) Surviving Corporation shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of the Shares such amounts as it is required by regulations to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign law. To the extent that amounts are so withheld by Surviving Corporation, such withheld amounts shall be 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. (i) The Payment Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.

Payment of Merger Consideration. At (a) Prior to the Effective Time: , ServiceMaster shall appoint an agent reasonably acceptable to ARS (the "Exchange Agent") for the purpose of exchanging certificates formerly representing ARS Shares for the Merger Consideration. Immediately following the Effective Time, ServiceMaster shall deposit with the Exchange Agent, for the benefit of the holders of certificates formerly representing ARS Shares, the Merger Consideration issuable pursuant to Section 3.1(c). Promptly after the Effective Time, ServiceMaster will send, or will cause the Exchange Agent to send, to each holder of ARS Shares at the Effective Time (i) Stratus a letter of transmittal for use in such exchange (which shall issue cerificates: (x) in the name specify that delivery of the Hygeia Stockholders and Torreya Partners LLC representing the Hygeia Merger Consideration shall be effected, and (y) in risk of loss and title to the name certificates representing ARS Common Stock shall pass, only upon proper deliver of the Canterbury Holders and Torreya Partners LLC certificates formerly representing ARS Shares to the Canterbury Merger Consideration, as the case may be, in accordance with the merger consideration set forth on Schedule 3.2 hereto (the “Merger Consideration Schedule”Exchange Agent) and (ii) instructions for use in effecting the Hygeia Stockholders shall deliver to Stratus certificates representing all surrender of the issued and outstanding shares certificates formerly representing ARS Shares in exchange for the Merger Consideration. (b) Each holder of Hygeia Stock, provided ARS Shares that prior have been converted into a right to any issuance of any receive the Merger Consideration, upon surrender to the Canterbury Holders and Hygeia Stockhodlers shall have delivered to Stratus Exchange Agent of a certificate or certificates formerly representing such ARS Shares, together with a properly completed Omnibus Consent Agreement. Upon surrender and duly executed letter of transmittal covering such certificates for cancellation to Stratus ARS Shares and delivery of such other documents as may reasonably be required by the Omnibus Consent AgreementExchange Agent, the holders of such certificates shall will be entitled to receive the Merger Consideration payable in respect of such ARS Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes only the right to receive the Merger Consideration without interest. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the ARS Shares formerly represented by the certificate or certificates surrendered in exchange therefor, and Stratus it shall cause be a condition to such payment that the transfer agent to deliver the applicable Merger Consideration (certificate or evidence of such Consideration in book-entry form) into which the securities formerly represented by such certificates shall have been converted pursuant to the terms of this Article III, and the certificates so surrendered shall forthwith be cancelled. All Merger Consideration paid upon properly endorsed or otherwise be in proper form for transfer and that the surrender for exchange Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such ARS Shares formerly represented by the certificate or certificates shall be deemed so surrendered or establish to have the satisfaction of the Exchange Agent that such tax has been paid in full satisfaction of all rights pertaining to the shares of Hygeia Stock and Canterbury Units previously represented by such certificates, and at or is not applicable. (d) After the Effective Time the transfer books of Hygeia and Canterbury shall be closed and Time, there shall be no further registration of transfers on the stock transfer books of the shares of Hygeia Stock and Canterbury Units that were outstanding immediately prior to ARS Shares. If, after the Effective Time, certificates formerly representing ARS Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 3.2(a) that remains unclaimed by the holders of certificates formerly representing ARS Shares one year after the Effective Time shall be returned to ServiceMaster, upon demand, and any such holder who has not exchanged his certificates formerly representing ARS Shares for the Merger Consideration in accordance with this Section prior to that time shall thereafter look only to ServiceMaster for payment of the Merger Consideration. Neither ServiceMaster, ARS nor the Exchange Agent shall be liable to any person in respect of any

Payment of Merger Consideration. At the Effective Time: (i) Stratus shall issue cerificates: (x) cerificates in the name of the Hygeia VasculoMedics Stockholders and Torreya Partners LLC representing the Hygeia VasculoMedics Merger Consideration and (y) in the name of the Canterbury Holders and Torreya Partners LLC representing the Canterbury Merger Consideration, as the case may be, in accordance with the merger consideration schedule set forth on Schedule 3.2 3.3 hereto (the “Merger Consideration Schedule”) and (ii) the Hygeia VasculoMedics Stockholders shall deliver to Stratus certificates representing all of the issued and outstanding shares of Hygeia VasculoMedics Common Stock, provided that prior to any issuance of any Merger Consideration, the Canterbury Holders and Hygeia VasculoMedics Stockhodlers shall have delivered to Stratus a properly completed Omnibus Consent Agreement. Upon surrender of such certificates for cancellation to Stratus and delivery of the Omnibus Consent Agreement, the holders of such certificates shall be entitled to receive in exchange therefor, and Stratus shall cause the transfer agent to deliver the applicable Merger Consideration (or evidence of such Consideration in book-entry form) into which the securities formerly represented by such certificates shall have been converted pursuant to the terms of this Article III, and the certificates so surrendered shall forthwith be cancelled. All Merger Consideration paid upon the surrender for or exchange of certificates shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Hygeia VasculoMedics Common Stock and Canterbury Units previously represented by such certificates, and at the Effective Time the transfer books of Hygeia and Canterbury VasculoMedics shall be closed and there shall be no further registration of transfers on the stock transfer books of the shares of Hygeia VasculoMedics Common Stock and Canterbury Units that were outstanding immediately prior to the Effective Time.

Payment of Merger Consideration. (a) At the Effective Time: , as required by Section 3.5(b) hereof, the Company shall deposit with such agent or agents as may be appointed by the Company (the "Payment Agent") for the benefit of the holders of LP Interests in the Participating Merging Partnerships, cash in an aggregate amount equal to the sum of the Participating Partnership Consideration Amounts for each Participating McNeil Partnership (such sum, the "Xxxxer Consideration," and the Merger Consideration deposited with the Payment Agent is referred to as the "Merger Fund"). (b) Immediately following the Effective Time, the Payment Agent shall mail to each holder of record of certificate(s) which immediately prior to the Effective Time represented outstanding LP Interests in the Participating Merging Partnerships (the "Certificates") and which were converted into the right to receive the Merger Consideration pursuant to Section 3.4 hereof (or, in the case of any Participating Merging Partnership which is a Merging Private Partnership, each holder of record of an LP Interest in such Merging Private Partnership): (i) Stratus a letter of transmittal (which shall issue cerificates: specify that delivery shall be effected and risk of loss and title to the LP Interests shall pass to the Company only upon delivery of the Certificates (x) or, in the name case of any Participating Merging Partnership which is a Merging Private Partnership, upon the delivery by such holder of record of appropriate documentation and the delivery by MPLP of the Hygeia Stockholders affidavit specified in Section 3.5(d) hereof) to the Payment Agent and Torreya Partners LLC representing the Hygeia Merger Consideration shall be in such form and (y) in the name of the Canterbury Holders and Torreya Partners LLC representing the Canterbury Merger Consideration, have such other provisions as the case Company may be, in accordance with the merger consideration set forth on Schedule 3.2 hereto (the “Merger Consideration Schedule”) reasonably specify); and (ii) instructions for effecting the Hygeia Stockholders shall deliver to Stratus certificates representing all surrender of the issued Certificates (or delivery of such appropriate documentation and outstanding shares affidavit) in exchange for the Per Unit Consideration Amount which such holder has the right to receive pursuant to Section 3.4 hereof (taking into account different classes (if any) of Hygeia Stock, provided that prior to any issuance of any Merger Consideration, the Canterbury Holders and Hygeia Stockhodlers shall have delivered to Stratus a properly completed Omnibus Consent AgreementLP Interests in such Participating Merging Partnership). Upon surrender of such certificates a Certificate for cancellation to Stratus and (or delivery of such appropriate documentation and affidavit) to the Omnibus Consent AgreementPayment Agent together with such letter of transmittal duly executed, the holders holder of such certificates LP Interests shall be entitled to receive in exchange therefortherefor a check representing the Per Unit Consideration Amount which such holder has the right to receive pursuant to Section 3.4 hereof, and Stratus shall cause the transfer agent to deliver the applicable Merger Consideration (or evidence of such Consideration in book-entry form) into which the securities formerly represented by such certificates shall have been converted pursuant to the terms of this Article III, and the certificates any Certificates so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of LP Interests in a Participating Merging Partnership which is not registered in the transfer records of such Participating Merging Partnership, payment of the Per Unit Consideration Amount which such holder has the right to receive pursuant to Section 3.4 hereof may be made to a transferee if the Certificate representing such LP Interests (or, in the case of any Participating Merging Partnership which is a Merging Private Partnership, if the affidavit specified in Section 3.5(d) hereof and a suitable bond or indemnity) is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this Section 3.5, each Certificate shall be deemed at and after the Effective Time to represent only the right to receive upon such Certificate's surrender the Per Unit Consideration Amount which the holder of such Certificate has the right to receive pursuant to Section 3.4 hereof. The Surviving Partnerships shall have the right to, and shall, take all steps necessary to ensure compliance, and shall comply, with all withholding obligations with respect to any foreign holders of LP Interests in connection with the payment of any Per Unit Consideration Amount. No interest will be paid or will accrue on any Per Unit Consideration Amount upon the surrender of any Certificate. (c) In the event that any Certificate shall have been lost, stolen or destroyed, the Payment Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, the Per Unit Consideration Amount which the holder of such Certificate has the right to receive pursuant to Section 3.4 hereof; provided, however, that the Payment Agent shall (unless the Company determines otherwise) require the delivery of a suitable bond or indemnity, the form of which bond or indemnity shall be acceptable to the Company. (d) In the case of LP Interests in the Participating Merging Partnerships which are Merging Private Partnerships, the Payment Agent shall issue in exchange therefor, upon the making of an affidavit as to the identity of each owner of LP Interests in such Merging Private Partnership by MPLP (in the case of Hearth Hollow and Midwest Properties) and Robert A. McNeil (in the case of Xxxxxxx Xxxxx), the Per Unit Consideration Amount which the holder of LP Interests therein has the right to receive pursuant to Section 3.4 hereof. (e) All Merger Consideration paid upon the surrender for exchange of certificates LP Interests in the Participating Merging Partnerships in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to such LP Interests; provided, however, that notwithstanding anything to the shares contrary contained in this Agreement, the Surviving Partnership in each of Hygeia Stock and Canterbury Units previously represented the Mergers shall continue to have an obligation following the Effective Time (i) to pay distributions with a record date prior to the Effective Time which may have been declared by a Participating Merging Partnership on LP Interests in such certificatesParticipating McNeil Partnership in accordance xxxx xhe terms of this Agreement or declared prior to the date of this Agreement and, and in either case, which remain unpaid at the Effective Time and (ii) to distribute to the transfer books former limited partners of Hygeia each Participating Merging Partnership the Positive Excess Cash Balance (if any) in respect of such Participating Merging Partnership in accordance with Section 2.4(c) hereof. From and Canterbury shall be closed and after the Effective Time, there shall be no further registration of transfers on the stock transfer books of the shares Surviving Partnerships of Hygeia Stock and Canterbury Units that LP Interests in the Participating Merging Partnerships which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Partnerships for any reason, such Certificates shall be canceled and exchanged as provided in this Section 3.5. If, after the Effective Time, owners of LP Interests in any Merging Private Partnerships who are identified on the affidavits described in Section 3.5(d) hereof request payment in respect of such LP Interests from the Surviving Partnerships for any reason, the Per Unit Consideration Amount which such owner has the right to receive pursuant to Section 3.4 hereof and which has not theretofore been paid to such owner shall be delivered to such owner in exchange for such LP Interests. (f) None of the Payment Agent, the parties to this Agreement, the Transitory Partnerships, the Company LLCs or any of their respective affiliates shall be liable to any holder of an LP Interest in a Participating Merging Partnership for cash from the Merger Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) Any portion of the Merger Fund which remains undistributed to the holders of LP Interests in the Participating Merging Partnerships for a period of six months after the Effective Time shall be delivered to the Company, upon demand of the Company, and any such holder who has not theretofore complied with this Section 3.5 shall thereafter look only to the Company for payment of the Per Unit Consideration Amount which such holder had the right to receive pursuant to Section 3.4 hereof, and any unpaid distributions, subject to applicable escheat and other similar laws. The McNeil Partnerships shall pay axx xxarges and expenses relating to the Mergers, and the Company shall reimburse the McNeil Partnerships, on the Closxxx Xxte and immediately prior to the distributions contemplated by Section 2.4(c) hereof, in an amount in cash equal to one-half of the amount of the charges and expenses relating to the Payment Agent (the "Merger Expense Reimbursement").

Payment of Merger Consideration. At the First Effective Time: (i) Stratus , Parent shall issue cerificates: (x) make the following disbursements, in the name of the Hygeia Stockholders and Torreya Partners LLC representing the Hygeia Merger Consideration and (y) in the name of the Canterbury Holders and Torreya Partners LLC representing the Canterbury Merger Consideration, as the each case may be, in accordance with the merger consideration set forth on Schedule 3.2 hereto final Aggregate Consideration Spreadsheet delivered pursuant to Section 3.3: (a) Parent shall issue and hold in the “Merger Consideration Schedule”Escrow Fund, the Escrow Shares. (b) Parent shall disburse the Stockholder Representative Reserve in accordance with Section 3.4. (c) Parent shall (i) disburse to each Company Stockholder such Company Stockholder’s portion of the Net Cash Consideration, and (ii) the Hygeia Stockholders shall deliver issue or cause its transfer agent to Stratus certificates issue to each Company Stockholder a certificate (or evidence of shares in book entry form) representing all that number of whole shares of the issued Net Stock Consideration (and outstanding shares cash in lieu of Hygeia Stockfractional shares, if any) such holder is entitled to receive, in each case in accordance with Section 3.1(a)(iii) and as set forth in the Aggregate Consideration Spreadsheet; provided that prior to any such disbursement and/or issuance of to any Merger ConsiderationCompany Stockholder, the Canterbury Holders and Hygeia Stockhodlers such Company Stockholder shall have delivered to Stratus Parent a properly completed Omnibus Consent Agreementletter of transmittal substantially in the form of Exhibit D hereto together with such Company Stockholder’s Certificate. Upon surrender of such certificates a Certificate for cancellation to Stratus Parent, together with such letter of transmittal, duly completed and delivery validly executed, as of the Omnibus Consent AgreementFirst Effective Time, the holders holder of such certificates Certificate shall be entitled to receive in exchange therefor, and Stratus Parent shall cause pay to such holder, the transfer agent to deliver amount of the applicable Company Stock Merger Consideration (or evidence of such Consideration in book-entry form) into which the securities shares formerly represented by such certificates Certificate shall have been converted pursuant to the terms of this Article III, and the certificates Certificate so surrendered shall forthwith be cancelled. All Company Stock Merger Consideration paid upon the surrender for exchange of certificates Certificates shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Hygeia Stock and Canterbury Units previously represented by such certificates, and at the Effective Time the transfer books of Hygeia and Canterbury shall be closed and there shall be no further registration of transfers on the stock transfer books of the shares of Hygeia Stock and Canterbury Units that were outstanding immediately prior to the Effective Time.pertaining