Common use of Payment Procedure Clause in Contracts

Payment Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented Shares (the "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Tender Price for such Shares surrendered. Upon surrender of a Certificate to the Paying Agent or to such other agent or agents as may be appointed by Buyer, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Tender Price for each Share theretofore represented by such Certificate which shall have been tendered. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer 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 the Buyer that such tax has been paid or is not applicable. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior to the Effective Time and not withdrawn, the Buyer will, upon the terms and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior to the Effective Time and not withdrawn.

Payment Procedure. As soon as reasonably practicable after the Effective Time, but in any event within five (5) business days following the Effective Time, the Surviving Corporation and Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented Shares (outstanding shares of Company Common Stock whose shares were converted into the "Certificates"right to receive Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Buyer Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Tender Price for such Shares surrenderedMerger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by BuyerParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Tender Price for each Share theretofore amount of cash payable in respect of the shares of Company Common Stock formerly represented by such thereby pursuant to Section 2.01(c), and the Certificate which so surrendered shall have been tenderedforthwith be canceled. In the event of a transfer of ownership of Shares Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer 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 the Buyer Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall, subject to Section 2.03, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, payable in respect of the shares of Company Common Stock formerly represented thereby pursuant to Section 2.01. No interest will shall be paid or will accrue on the cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior to the Effective Time and not withdrawn, the Buyer will, upon the terms and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior to the Effective Time and not withdrawn.

Payment Procedure. As soon promptly as reasonably practicable after the Effective Time (but in no event later than two business days after the Effective Time), the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented Shares outstanding shares of Company Common Stock (the "“Certificates"), ”) that were converted into the right to receive the Merger Consideration pursuant to Section 1.07 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent Agent, and shall be in a such form and have such other provisions as Buyer may are customary and reasonably specifyacceptable to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Tender Price for such Shares surrenderedMerger Consideration. Upon surrender of a Certificate to the Paying Agent or to such other agent or agents as may be appointed by Buyerfor cancelation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Tender Price for each Share amount of cash into which the shares of Company Common Stock theretofore represented by such Certificate which are converted pursuant to Section 1.07 and the Certificate so surrendered shall have been tenderedforthwith be canceled. In the event of a transfer of ownership of Shares Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Buyer Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.08, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 1.07. No interest will shall be paid or will accrue on the cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior to the Effective Time and not withdrawn, the Buyer will, upon the terms and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior to the Effective Time and not withdrawn.

Payment Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented Shares (the "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Buyer Purchaser may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Tender Price for such Shares surrendered. Upon surrender of a Certificate to the Paying Agent or to such other agent or agents as may be appointed by BuyerPurchaser, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Tender Price for each Share theretofore represented by such Certificate which shall have been tendered. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer 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 the Buyer Purchaser that such tax has been paid or is not applicable. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) 1,750,000 Shares are validly tendered prior to the Effective Time and not withdrawn, the Buyer Purchaser will, upon the terms and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6) of the Exchange Act and Rule 14(d) promulgated thereunderbasis, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior to the Effective Time and not withdrawn.

Payment Procedure. As soon promptly as reasonably practicable after the Effective Time (but in no event later than four business days after the Effective Time), the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented Shares outstanding shares of Company Common Stock (the "“Certificates"), ”) which were converted into the right to receive the Merger Consideration pursuant to Section 2.08 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent, and shall be in a such form and have such other provisions as Buyer may are customary and reasonably specifyacceptable to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Tender Price for such Shares surrenderedMerger Consideration. Upon surrender of a Certificate to the Paying Agent or to such other agent or agents as may be appointed by Buyerfor cancelation, together with such letter of transmittal, duly executedexecuted and in proper form, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Tender Price for each Share amount of cash into which the shares of Company Common Stock theretofore represented by such Certificate which shall have been tenderedconverted pursuant to Section 2.08, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Buyer Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.09, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.08. No interest will shall be paid or will accrue on the cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior to the Effective Time and not withdrawn, the Buyer will, upon the terms and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior to the Effective Time and not withdrawn.

Payment Procedure. As soon promptly as reasonably practicable (but in no event later than three Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that that, immediately prior to the Effective Time Time, represented Shares outstanding shares of Company Common Stock (the "“Certificates"), ”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent, and shall be in a such form and have such other provisions as Buyer may are customary and reasonably specifyacceptable to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Tender Price for such Shares surrenderedMerger Consideration. Upon surrender of a Certificate to the Paying Agent or to such other agent or agents as may be appointed by Buyerfor cancelation, together with such letter of transmittal, duly executedexecuted and in proper form, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive receive, in exchange therefor therefor, the Tender Price for each Share amount of cash into which the shares of Company Common Stock theretofore represented by such Certificate which shall have been tenderedconverted pursuant to Section 3.08, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Buyer Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08. No interest will shall be paid or will accrue on the cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior to the Effective Time and not withdrawn, the Buyer will, upon the terms and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior to the Effective Time and not withdrawn.

Payment Procedure. As Each holder of record of Farmers Common Shares immediately prior to the Effective Time, shall be entitled to receive an amount of cash into which the aggregate number of Farmers Common Shares held by such Farmers shareholder shall have been converted pursuant to Section 3.01(a). Transmittal materials (the “Letter of Transmittal”) in a form satisfactory to City and the Exchange Agent shall be mailed by the Exchange Agent as soon as reasonably practicable after the Effective Time, the Paying Agent shall mail time to each holder of record of a certificate or certificates that immediately prior to Farmers Common Shares as of the Effective Time represented Shares Time. A Letter of Transmittal will be deemed properly completed only if accompanied by the Old Certificates to be converted thereby. The Letter of Transmittal shall (the "Certificates"), (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Paying Agent and shall Exchange Agent; (B) be in a form and have such contain any other provisions as Buyer City and the Exchange Agent may reasonably specifydetermine; (C) include information 13080998v7 concerning procedures in the case of lost, stolen or destroyed Old Certificates, including any required bond or insurance; and (iiD) include instructions for use in effecting the surrender of the Certificates in exchange for the Tender Price for such Shares surrenderedOld Certificates. Upon the effective surrender of a Certificate the Old Certificates to the Paying Agent or to such other agent or agents as may be appointed by BuyerExchange Agent, together with such letter a properly completed and duly executed Letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying AgentTransmittal, the holder of such Certificate Old Certificates shall be entitled to receive in exchange therefor a check in the Tender Price for each Share theretofore represented by amount equal to the cash that such Certificate which holder has the right to receive pursuant to Sections 3.01(a). Old Certificates so surrendered shall have been tenderedbe canceled. In As soon as practicable following receipt of the event properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute cash as provided herein. If there is a transfer of ownership of any shares of Farmers Common Shares that is not registered in the transfer records of Farmers, the Company, payment may be made to a person other than applicable portion of the person in whose name the Certificate so surrendered is registered, if such Certificate Aggregate Consideration shall be properly endorsed or otherwise be issued to the transferee thereof only if the Old Certificates representing such Farmers Common Shares are presented to the Exchange Agent, accompanied by all appropriate documents, in proper form for the reasonable judgment of City and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. After the person requesting such payment Effective Time, there shall pay any be no further transfer or other taxes required by reason on the records of the payment to a person other than the registered holder Farmers of such Certificate or establish to the satisfaction of the Buyer that such tax has been paid or is not applicableFarmers Common Shares. No interest will be paid or will accrue on the any cash payable upon the surrender of to be paid in exchange for Farmers Common Shares that any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior such holder shall be entitled to the Effective Time and not withdrawn, the Buyer will, upon the terms and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments receive pursuant to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior to the Effective Time and not withdrawnthis Article III.

Payment Procedure. As soon as reasonably practicable after At the Effective Time, NMB shall deliver the Consolidation Consideration to the Paying Agent. The Paying Agent shall mail mail, as soon as practicable after the Closing, but within five Business Days, to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented Shares (the "Certificates"), Non-Dissenting Shareholder: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing the shares of SBB Common Stock, shall pass, only upon delivery of the Certificates certificates to the Paying Agent and shall be in a form and have such other provisions as Buyer NMB may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates certificates in exchange for the Tender Price for such Shares surrenderedClosing Payment. Upon surrender of a Certificate certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Buyer, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate certificate shall be entitled to receive in exchange therefor such holder's pro rata share of the Tender Price for each Share theretofore represented by such Certificate which Closing Payment, and the certificate so surrendered shall have been tenderedforthwith be canceled. In the event of a transfer of ownership of Shares that the SBB Common Stock which is not registered in the transfer records of the CompanySBB, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate certificate shall be properly endorsed or otherwise be in proper form for transfer 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 certificate or establish to the satisfaction of the Buyer NMB that such tax has been paid or is not applicable. From and after the Effective Time, each share of SBB Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the holder's pro rata share of the Consolidation Consideration (or, with respect to Dissenting SBB Shares, the rights under 12 USC § 215). No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior to the Effective Time and not withdrawn, the Buyer will, upon the terms and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior to the Effective Time and not withdrawnClosing Payment.

Payment Procedure. As soon promptly as reasonably practicable practicable, but not later than five business days, after the Effective Time, the Paying Exchange Agent shall mail and make available to each holder of record ("Shareholder") of a certificate or certificates that immediately prior to the Effective Time represented Shares outstanding shares of Tenere's Stock (the a "CertificatesCertificate") and to each holder of record of an Option (an "Optionee"), (i) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates and Options shall pass, only upon delivery of the Certificates to and the Paying Agent and shall be in a form and have such other provisions as Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Tender Price for such Shares surrenderedOptions. Upon surrender to the Exchange Agent of a Certificate to the Paying Agent or to such other agent or agents as may be appointed by Buyer, for cancellation together with such letter of transmittal, duly executed, and such other documents as may reasonably be required the Exchange Agent shall promptly pay out to the persons entitled thereto the amount, rounded to the nearest cent, determined by multiplying (x) the number of shares of Tenere's Stock represented by the Paying AgentCertificate by (y) the Per Share Amount. Upon surrender to the Exchange Agent of an Option together with such letter of transmittal, duly executed, the holder Exchange Agent shall promptly pay out to the Optionee the amount, rounded to the nearest cent, determined by multiplying (x) the amount by which the Per Share Amount exceeds the exercise price per share subject to such Option and (y) the number of shares subject to such Certificate Option. No interest shall be entitled to receive in exchange therefor paid or accrued on the Tender Price for each Share theretofore represented by such Certificate which shall have been tendered. In cash payable upon the event surrender of a transfer of ownership of Shares Certificate or an Option. If a Shareholder or an Optionee requests that is not registered in the transfer records of the Company, payment may be made to a person other than the person one in whose name the Certificate so surrendered or Option surrendered, as the case may be, is registered, if such it shall be a condition of payment that the Certificate or Option so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that 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 the Certificate or Option surrendered or establish to the satisfaction of the Buyer Surviving Corporation that such tax has been paid or is not applicable. No interest will be paid or will accrue on Until surrendered in accordance with the provisions of this Section 2.3(b), (i) each Certificate shall represent for all purposes only the right to receive, upon such surrender, an amount in cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior rounded to the Effective Time nearest cent, equal to the Per Share Amount per share of Tenere's Stock being converted and not withdrawn, (ii) each Option shall represent for all purposes only the Buyer willright to receive, upon such surrender, an amount equal to the terms product, rounded to the nearest cent, of (x) the amount by which the Per Share Amount exceeds the exercise price per share subject to the Option and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6(y) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior shares subject to the Effective Time and not withdrawnOption.

Payment Procedure. As soon promptly as reasonably practicable after the Effective Time (but in no event later than two Business Days after the Effective Time), the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that that, immediately prior to the Effective Time Time, represented Shares outstanding shares of Company Common Stock (the "“Certificates"), ”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.01 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent, and shall be in a such form and have such other provisions as Buyer may are customary and reasonably specifyacceptable to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Tender Price for such Shares surrenderedMerger Consideration. Upon surrender of a Certificate to the Paying Agent (or to such other agent or agents affidavit of loss in lieu of a Certificate as may be appointed by Buyerprovided in Section 3.02(f)) for cancelation, together with such letter of transmittal, duly executedcompleted and validly executed and in proper form, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive receive, in exchange therefor therefor, the Tender Price for each Share Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate which shall have been tenderedconverted pursuant to Section 3.01, less any applicable tax withholding, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares Company Common Stock that is not registered in the transfer records of the Company, payment (including payment pursuant to the CVR Agreement) may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Buyer Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.01, including the payments due to the former holder thereof (if any) pursuant to the CVR Agreement. No interest will shall be paid or will accrue on the cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior to As set forth in the Effective Time and not withdrawnCVR Agreement, the Buyer will, upon the terms and conditions of the Offer, accept such Shares for payment on CVRs shall not be evidenced by a pro rata basis as provided by Section 14(d)(6) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior to the Effective Time and not withdrawncertificate or other instrument.

Payment Procedure. As soon promptly as reasonably practicable (but in no event later than three Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that that, immediately prior to the Effective Time Time, represented Shares outstanding shares of Company Common Stock (the "“Certificates"), ”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent, and shall be in a such form and have such other provisions as Buyer may are customary and reasonably specifyacceptable to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Tender Price for such Shares surrenderedMerger Consideration. Upon surrender of a Certificate to the Paying Agent or to such other agent or agents as may be appointed by Buyerfor cancelation, together with such letter of transmittal, duly executedexecuted and in proper form, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive receive, in exchange therefor therefor, the Tender Price for each Share amount of cash into which the shares of Company Common Stock theretofore represented by such Certificate which shall have been tenderedconverted pursuant to Section 3.08, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Buyer Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, less any applicable tax withholding, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08. No interest will shall be paid or will accrue on the cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior to the Effective Time and not withdrawn, the Buyer will, upon the terms and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior to the Effective Time and not withdrawn.

Payment Procedure. As soon promptly as reasonably practicable (but in no event later than five Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that that, immediately prior to the Effective Time Time, represented Shares outstanding shares of the Company Common Stock (the "“Certificates"), ”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent, and shall be in a such form and have such other provisions as Buyer may are customary and reasonably specifyacceptable to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Tender Price for such Shares surrenderedMerger Consideration. Upon surrender of a Certificate to the Paying Agent or to such other agent or agents as may be appointed by Buyerfor cancelation, together with such letter of transmittal, duly executedexecuted and in proper form, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive receive, in exchange therefor therefor, the Tender Price for each Share Merger Consideration into which the shares of the Company Common Stock theretofore represented by such Certificate which shall have been tenderedconverted pursuant to Section 3.08(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares the Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Buyer Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09, 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 (without interest) into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c). No interest will shall be paid or will accrue on the cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior to the Effective Time and not withdrawn, the Buyer will, upon the terms and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior to the Effective Time and not withdrawn.

Payment Procedure. As soon promptly as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail and make available to each holder of record ("Stockholder") of a certificate or certificates that immediately prior to the Effective Time represented Shares outstanding shares of Target's Stock (the a "CertificatesCertificate") and to each holder of record of an Option (an "Optionee"), (i) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates and Options shall pass, only upon delivery of the Certificates to and the Paying Agent and shall be in a form and have such other provisions as Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Tender Price for such Shares surrenderedOptions. Upon surrender to the Exchange Agent of a Certificate to the Paying Agent or to such other agent or agents as may be appointed by Buyer, for cancellation together with such letter of transmittal, duly executed, and such other documents as may reasonably be required the Exchange Agent shall promptly pay out to the persons entitled thereto the amount, rounded to the nearest cent, determined by multiplying (x) the number of shares of Target's Stock represented by the Paying AgentCertificate by (y) the Initial Per Share Amount. Upon surrender to the Exchange Agent of an Option together with such letter of transmittal, duly executed, the holder Exchange Agent shall promptly pay out to the Optionee the amount, rounded to the nearest cent, determined by multiplying (x) the amount by which the Initial Per Share Amount exceeds the exercise price per share subject to such Option and (y) the number of shares subject to such Certificate Option. No interest shall be entitled to receive in exchange therefor paid or accrued on the Tender Price for each Share theretofore represented by such Certificate which shall have been tendered. In cash payable upon the event surrender of a transfer of ownership of Shares Certificate or an Option. If a Stockholder or an Optionee requests that is not registered in the transfer records of the Company, payment may be made to a person other than the person one in whose name the Certificate so surrendered or Option surrendered, as the case may be, is registered, if such it shall be a condition of payment that the Certificate or Option so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that 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 the Certificate or Option surrendered or establish to the satisfaction of the Buyer Surviving Corporation that such tax has been paid or is not applicable. No interest will be paid or will accrue on From and after the Effective Time, until surrendered in accordance with the provisions of this Section 2.3(b), (i) each Certificate shall represent for all purposes only the right to receive, upon such surrender an amount in cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior rounded to the Effective Time nearest cent, equal to the Initial Per Share Amount per share of Target's Stock being converted plus the amount, if any, to be distributed on account of each Certificate pursuant to the terms of the Escrow Agreement, and not withdrawn, (ii) each Option shall represent for all purposes only the Buyer willright to receive, upon such surrender, an amount in cash equal to the terms product, rounded to the nearest cent, of (x) the amount by which the Initial Per Share Amount exceeds the exercise price per share subject to the Option and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6(y) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior shares subject to the Effective Time and not withdrawnOption plus the amount, if any, to be distributed on account of each Option pursuant to the terms of the Escrow Agreement.

Payment Procedure. As soon promptly as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail and make available to each holder of record ("Stockholder") of a certificate or certificates that immediately prior to the Effective Time represented Shares outstanding shares of Columbia's Stock (the a "CertificatesCertificate") and to each holder of record of an Option (an "Optionee"), (i) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates and Options shall pass, only upon delivery of the Certificates to and the Paying Agent and shall be in a form and have such other provisions as Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Tender Price for such Shares surrenderedOptions. Upon surrender to the Exchange Agent of a Certificate to the Paying Agent or to such other agent or agents as may be appointed by Buyer, for cancellation together with such letter of transmittal, duly executed, and such other documents as may reasonably be required the Exchange Agent shall promptly pay out to the persons entitled thereto the amount, rounded to the nearest cent, determined by multiplying (x) the number of shares of Columbia's Stock represented by the Paying AgentCertificate by (y) the Per Share Amount. Upon surrender to the Exchange Agent of an Option together with such letter of transmittal, duly executed, the holder Exchange Agent shall promptly pay out to the Optionee the amount, rounded to the nearest cent, determined by multiplying (x) the amount by which the Per Share Amount exceeds the exercise price per share subject to such Option and (y) the number of shares subject to such Certificate Option. No interest shall be entitled to receive in exchange therefor paid or accrued on the Tender Price for each Share theretofore represented by such Certificate which shall have been tendered. In cash payable upon the event surrender of a transfer of ownership of Shares Certificate or an Option. If a Stockholder or an Optionee requests that is not registered in the transfer records of the Company, payment may be made to a person other than the person one in whose name the Certificate so surrendered or Option surrendered, as the case may be, is registered, if such it shall be a condition of payment that the Certificate or Option so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that 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 the Certificate or Option surrendered or establish to the satisfaction of the Buyer Surviving Corporation that such tax has been paid or is not applicable. No interest will be paid or will accrue on Until surrendered in accordance with the provisions of this Section 2.3(b), (i) each Certificate shall represent for all purposes only the right to receive, upon such surrender an amount in cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior rounded to the Effective Time nearest cent, equal to the Per Share Amount per share of Columbia's Stock being converted and not withdrawn, (ii) each Option shall represent for all purposes only the Buyer willright to receive, upon such surrender, an amount in cash equal to the terms product, rounded to the nearest cent, of (x) the amount by which the Per Share Amount exceeds the exercise price per share subject to the Option and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6(y) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior shares subject to the Effective Time and not withdrawnOption.

Payment Procedure. (a) As soon as reasonably practicable after following the Effective TimeClosing Date but in no event later than three (3) business days following the Closing Date, the Company shall mail, or cause the Paying Agent shall mail to mail, to each holder of record of a certificate or certificates that Company Stockholder immediately prior to the Effective Time represented Shares Time, a letter of transmittal in a form mutually agreed to by the Company and the Buyer (the "Certificates")“Letter of Transmittal”) which shall contain, among other things, (i) instructions for effecting the surrender of the certificates representing outstanding Company Shares (each, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title “Certificate”) held by such Company Stockholder immediately prior to the Certificates shall passEffective Time, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender payment of the Certificates in exchange for applicable portion of the Tender Price for Closing Merger Consideration, (iii) an agreement or the reaffirmation of the agreement to be bound by the provisions of Article VI of this Agreement; (iv) an appointment of or the reaffirmation of appointment of the Representative, and (v) a release of claims by such Shares surrenderedCompany Stockholder. Upon proper surrender of a Certificate to the Paying Agent or to such other agent or agents as may be appointed by Buyerfor cancellation, together with such letter delivery of transmittalthe Letter of Transmittal, properly completed and duly executed, and such other documents as may reasonably be required by the Buyer or the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Tender Price for each Share theretofore represented by such Certificate which shall have been tendered. In the event of a transfer of ownership of Shares that is not registered in the transfer records portion of the CompanyClosing Merger Consideration payable in respect of such Company Shares, payment may be made to a person other than the person in whose name and the Certificate so surrendered will be cancelled upon the later to occur of (A) the Effective Time or (B) immediately upon receipt thereof. If any Company Stockholder is registeredunable to surrender such Company Stockholder’s Certificates because such Certificates have been lost, if mutilated or destroyed, such Company Stockholder may deliver in lieu thereof an affidavit in form and substance reasonably satisfactory to the Buyer. Until so surrendered and exchanged, each Certificate shall be properly endorsed or otherwise be in proper form for transfer and deemed to represent the person requesting such payment shall pay any transfer or other taxes required by reason right to receive the applicable portion of the Base Merger Consideration for each Company Share (subject to the terms of this Agreement) without interest thereon, upon surrender of the Certificate. The Buyer shall assist the Company in developing arrangements reasonably requested by the Company for the delivery of such materials at the Closing to significant holders of Company Shares to facilitate payment of Closing Merger Consideration to such Company Stockholders as promptly as practicable following the Effective Time. (b) Notwithstanding the foregoing, none of the Buyer, the Transitory Subsidiary, the Surviving Corporation or the Paying Agent shall be liable to any former Equity Holder for any amount properly delivered to a person other than the registered holder of such Certificate public official pursuant to applicable abandoned property, escheat or establish to the satisfaction of the Buyer that such tax has been paid or is not applicable. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior to the Effective Time and not withdrawn, the Buyer will, upon the terms and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior to the Effective Time and not withdrawnsimilar laws.

Payment Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Merger Paying Agent shall mail to each holder distribute to holders of record of a certificate or certificates that immediately prior to the Effective Time represented Shares (the "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Buyer may reasonably specify) and AEL Common Stock so converted or (ii) instructions for use in effecting the Cashed Options, upon surrender of the Certificates in exchange for the Tender Price for such Shares surrendered. Upon surrender of a Certificate to the Merger Paying Agent of one or to such other agent more certificates, respectively, representing shares of AEL Common Stock or agents as may be appointed by Buyer, together with such Cashed Options for cancellation and a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be required a bank check for the cash being paid in respect to the aggregate number of shares of AEL Common Stock or Cashed Options previously represented by the Paying Agentcertificates so surrendered. If for any reason (including without limitation losses), the Payment Fund is inadequate to pay the amounts to which the holders of shares of AEL Common Stock or the Cashed Options shall be entitled under Section 3(c) or Section 3(d) hereof, Buyer shall be liable for the payment thereof. In no event shall the holder of such Certificate shall any surrendered certificates for shares of AEL Common Stock or Cashed Options be entitled to receive in exchange therefor interest on any of the Tender Price for each Share theretofore represented by such Certificate which shall have been tendered. In the event of a transfer of ownership of Shares that is not registered funds to be received in the transfer records of the Company, payment may Merger. If a check is to be made sent to a person other than the person in whose name the Certificate certificates for shares of AEL Common Stock or Cashed Options surrendered for conversion or exchange are registered, it shall be a condition of the payment that the certificate or Cashed Option so surrendered is registered, if such Certificate shall be properly endorsed or and the signatures thereon properly guaranteed and otherwise be in proper form for transfer and that the person requesting such payment shall pay to the Merger Paying Agent any transfer or other taxes required by reason of the payment delivery of such check to a person other than the registered holder of such Certificate the certificate surrendered, or shall establish to the satisfaction of the Buyer Merger Paying Agent that such tax has been paid or is not applicable. No interest will Notwithstanding the foregoing, neither the Merger Paying Agent nor either party to this Plan of Merger shall be liable to a holder of shares of AEL Common Stock or Cashed Option for any amount paid to a public official pursuant to any applicable abandoned property, escheat or will accrue on the cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior to the Effective Time and not withdrawn, the Buyer will, upon the terms and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior to the Effective Time and not withdrawnsimilar laws.