Common use of Payment Procedures Clause in Contracts

Payment Procedures. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. (i) With respect As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to any deliver: (A) to each record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“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 or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately Company prior to the Effective TimeClosing) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, and (B) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (or affidavits B) to each holder of loss a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in lieu thereof) effecting the surrender of such Company Stock Option in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Option Consideration. (ii) Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent of a Certificate or Book-Entry Shares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required pursuant to such instructions, Parent shall cause by the Surviving Corporation or the Paying Agent Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor the Effective Time the Cash Amount payable Merger Consideration for each Company Share share formerly represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), or Book-Entry Shares and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in such Certificate or book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesthen be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such Certificates payment shall have paid any transfer and Uncertificated Shares pursuant other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.8. Until so surrendered2.5(b)(ii), outstanding Certificates each Certificate and Uncertificated Shares (other than Certificates and Uncertificated Shares representing each Book-Entry Share shall, subject to Section 2.2, be deemed at any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and time after the Effective TimeTime to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to evidence receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of Option Consideration as contemplated by this Article IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation Merger Sub shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (Ax) a certificate or certificates (the “Certificates”) or (y) uncertificated shares represented by book-entry (“Book Entry Shares”), which, in each case, represented, immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon delivery of the Certificates to the Payment Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable, and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) Book-Entry Shares for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates or Book-Entry Shares shall be required entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))provisions of this Article III, and the Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Payment Agent shall accept such Certificates and transferred Uncertificated or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), Consideration payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. (a) If a Distribution Triggering Monetization Event occurs, then no later than the later of (i) With the date upon which the financial information with respect to the CVR Asset Pool for the calendar quarter immediately preceding the calendar quarter in which such Distribution Triggering Monetization Event occurs is required to be provided to the CVR Agent pursuant to Section 4.3(a) and (ii) the date that is thirty (30) days following such Distribution Triggering Monetization Event, the Company shall deliver to the CVR Agent and the CVR Agent shall, pursuant to the confidential, password-protected website that shall be established and administered by the CVR Agent pursuant to Section 4.3(b) make available a certificate with the calculation of Adjusted EBITDA for the Measurement Period for all Hotel Properties in the CVR Asset Pool individually and in the aggregate, and individually for any Hotel Property that was sold prior to such Distribution Triggering Monetization Event in a sale that qualified or did not qualify as a Qualifying CVR Asset Pool Sale, the corresponding Adjusted EBITDA Threshold for each such Hotel Property, and the Company’s calculation of the Net Proceeds from CVR Asset Pool, the Total CVR Pool Amount (if different from the Net Proceeds from CVR Asset Pool) and the Total Distributable Amount with respect to such Distribution Triggering Monetization Event (the “Calculation Certificate”), which such Calculation Certificate and the information contained therein shall be deemed to be Confidential Information pursuant to this Agreement and subject to the terms and provisions of Section 4.3(b) hereof. The Company shall Make Available notice of the fact that such Calculation Certificate has been made available on such confidential website. If such Distribution Triggering Monetization Event is the consummation of the direct or indirect sale of All or Substantially All of the Assets and not all of the assets included in the CVR Asset Pool have been sold or the consideration payable in such Distribution Triggering Monetization Event could result in all or any portion of a Holdback Amount becoming payable in accordance with Section 2.4(d)(iii), the Calculation Certificate shall also so indicate and state that the Holders may be entitled to receive an additional cash payment with respect to the remaining assets in the CVR Asset Pool that were not sold in such Distribution Triggering Monetization Event or the Holdback Amount. If an Independent Valuer is appointed pursuant to Section 2.4(e), then on or prior to the twenty-fifth (25th) Business Day prior to the Final Payment Date, the Company will deliver a Calculation Certificate (which Calculation Certificate shall also include the Value calculated in accordance with Section 2.4(b)(ii)(B) and information regarding any elections made by the Company pursuant to Section 2.4(d)(vi)) to the CVR Agent and make available such Calculation Certificate in accordance with the first sentence of this Section 2.5(a). (b) Subject to Section 2.5(d), during the twenty (20) Business Day period after the Calculation Certificate is made available to Holders in accordance with Section 2.5(a) (the “Objection Period”), the Majority of Holders may send a notice duly and validly executed by such Holders (the “Notice of Objection”) to the CVR Agent and the Company detailing their objection to any calculation of a Total Distributable Amount hereunder as set forth in the Calculation Certificate by providing a reasonable, good faith basis for their objection; provided however such objection may not relate to any item determined by the Independent Valuer or Independent Investment Banker. Following the receipt of a Notice of Objection, the Company shall permit, and shall cause its Subsidiaries to permit, the Independent Accountant to have access to the records of the Company or its Subsidiaries as may be reasonably necessary to investigate the basis for the Notice of Objection. Any dispute arising from a Notice of Objection will be resolved by the Independent Accountant in accordance with the procedure set forth in Section 2.6, which decision will be final, conclusive and binding on the parties hereto and every Holder (absent manifest error). If a Notice of Objection has not been delivered to the Company within the Objection Period, then the Company’s calculations in the Calculation Certificate will be final, conclusive and binding on the parties hereto and every Holder for all purposes of this Agreement. (c) If, following the delivery of a Calculation Certificate and the Objection Period or, if applicable, completion of the procedure set forth in Section 2.6(a) with respect to a Distribution Triggering Monetization Event or the Final Payment Date Distribution (with respect to which an Independent Valuer has been appointed pursuant to Section 2.4(e)) for which a Notice of Objection has been duly and validly executed by the Majority of Holders and timely delivered to the CVR Agent, there is a Total Distributable Amount distributable to the Holders with respect to such Distribution Triggering Monetization Event or Final Payment Date Distribution, the Company will deposit with the CVR Agent cash in an amount equal to the Total Distributable Amount with respect to such Distribution Triggering Monetization Event or Final Payment Date. On the date (a “CVR Payment Date”) that is not more than five (5) Business Days after receipt of such Total Distributable Amount (and which shall, if with respect to a distribution with respect to the Final Payment Date, be the Final Payment Date), the CVR Agent will then pay to each Holder an amount equal to such Holder’s Pro Rata Payment Amount with respect to such Total Distributable Amount by check mailed to the address of each such respective Holder as reflected in the CVR Register, or, if agreed to by the Company with respect to any certificate which Holder who has provided the CVR Agent with wire transfer instructions meeting the CVR Agent’s requirements, by wire transfer of immediately prior available funds to such account. (d) If a Final Payment Date Distribution is payable to the Effective Time represented outstanding Company Shares (Holders on the “Certificates”Final Payment Date pursuant to Section 2.4(g) and no Independent Valuer has been appointed pursuant to Section 2.4(e), Parent and the Surviving Corporation shall cause the Paying Agent to mailCompany will, promptly following the Effective Time (but in no event later than on the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective TimeFinal Payment Date, deposit with the CVR Agent cash in an amount equal to the Total Distributable Amount to be distributed on the Final Payment Date. Holders shall have no right to object to the calculation of this amount pursuant to Section 2.5(b) or otherwise. On the Final Payment Date, the CVR Agent will then pay to each Holder an amount equal to such Holder’s Pro Rata Payment Amount with respect to such Total Distributable Amount either by check mailed to the address of each such respective Holder as reflected in the CVR Register, or, if agreed to by the Company, with respect to any Holder who has provided the CVR Agent with wire transfer instructions meeting the CVR Agent’s requirements, by wire transfer of immediately available funds to such account. (e) If a Holdback Payment Distribution is payable to the Holders at any time pursuant to Section 2.4(d)(vi)(B) and all of the consideration received in respect of the applicable Holdback Amount was cash, the Company will, within ten (10) Business Days after receipt of the cash consideration in respect of the applicable Holdback Amount, deposit with the CVR Agent cash in an amount equal to the Total Distributable Amount with respect to such Holdback Payment Distribution. If a Holdback Payment Distribution is payable to the Holders at any time pursuant to Section 2.4(d)(vi)(B) and some or all of the consideration received in respect of the applicable Holdback Amount was non-cash consideration, the Company will, within ten (10) Business Days after the final determination by the Independent Investment Banker of the Value of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, and (B) instructions for use in effecting the surrender non-cash consideration portion of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed Holdback Amount in accordance with Section 2.4(f)(ii), deposit with the instructions thereto, and such other documents as may be required pursuant CVR Agent cash in an amount equal to the Total Distributable Amount with respect to such instructions, Parent shall cause Holdback Payment Distribution. In the Paying Agent to pay and deliver as promptly as practicable after case of either of the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to preceding two sentences of this Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)2.5(e), and on the Certificates so surrendered shall forthwith be canceleddate (a “Holdback Payment Distribution Payment Date”) that is not more than five (5) Business Days after receipt of such Total Distributable Amount, the CVR Agent will then pay to each Holder an amount equal to such Holder’s Pro Rata Payment Amount with respect to such Total Distributable Amount in respect of such Holdback Payment Distribution by check mailed to the address of each such respective Holder as reflected in the CVR Register, or, if agreed to by the Company with respect to any Holder who has provided the CVR Agent with wire transfer instructions meeting the CVR Agent’s requirements, by wire transfer of immediately available funds to such account. (iif) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, the CVR Agent will be entitled to deduct and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nomineeswithhold, or cause to holders of Uncertificated Sharesbe deducted or withheld, in each case from the Total Distributable Amount or any other amount payable to the extent applicable Holders pursuant to this Agreement, such amount as the Company or required, any notice the CVR Agent is required to deduct and withhold with respect to the effectiveness making of such payment under the Code, or any provision of state, local or non-U.S. Tax law. The Holders will deliver to the Company and/or the CVR Agent, as applicable, at the time or times reasonably requested by the Company and/or the CVR Agent, as applicable, such properly completed and executed documentation reasonably requested by the Company and/or the CVR Agent, as applicable, as will permit the Company and/or the CVR Agent to determine the appropriate amount of withholding. To the extent that amounts are so withheld are paid over to or deposited with the relevant Governmental Entity, withheld amounts will be treated for all purposes of this Agreement as having been paid to a Holder in respect of which such deduction and withholding was made. (g) The CVR Agent shall have no duty or obligation to calculate, verify or confirm the accuracy, validity or sufficiency of any Total Distributable Amount or any other amount under this Agreement. (h) The Company’s and CVR Agent’s obligation to pay any Total Distributable Amount shall be conditioned on no court or other Governmental Entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered any judgment, injunction or order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or imposes any penalty upon the payment of any Total Distributable Amount and the payments being otherwise lawful. (i) If the Company requests in writing to the CVR Agent, any funds comprising the cash deposited with the CVR Agent under Section 2.5(c), Section 2.5(d) or Section 2.5(e) that remain undistributed to the Holders twelve (12) months after a CVR Payment Date, the Final Payment Date or a Holdback Payment Distribution Payment Date, as applicable, shall be delivered to the Company by the CVR Agent and any Holders who have not theretofore received payment in respect of such Contingent Value Rights shall thereafter look only to the Company for payment of such amounts, subject to any applicable escheatment laws in effect from time to time. Upon delivery of such funds to the Company, the escheatment obligations of the Merger CVR Agent with respect to such funds shall terminate. Notwithstanding any other provisions of this Agreement, any portion of the funds provided by or on behalf of the Company to the CVR Agent that remains unclaimed one hundred and any instructions for surrendering Uncertificated Shares and eighty (B180) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable days after the Effective Time, upon surrender termination of Company Shares held of record by DTC or its nominees this Agreement in accordance with DTC’s customary surrender proceduresSection 7.7 (or such earlier date immediately prior to such time as such amounts would otherwise escheat to, or become property of, any Governmental Entity) shall, to the Cash Amount payable for each such Uncertificated Share pursuant extent permitted by law, become the property of the Company, free and clear of any claims or interest of any person previously entitled thereto, subject to Section 3.7any applicable escheatment laws in effect from time to time. (iiij) The Paying Agent All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of services hereunder shall accept be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company, and such Certificates funds shall be free of any claims by the Company other than reversionary rights and transferred Uncertificated Shares upon compliance with such reasonable terms as set forth in Section 2.5(i), and conditions as separate from any potential bankruptcy estate of the Paying Agent Company. Computershare shall have no responsibility or liability for any diminution of the funds that may impose to effect an orderly exchange thereof result from any deposit made by Computershare in accordance with normal exchange practicesthis paragraph, including any losses resulting from a default by any bank, financial institution or other third party, except as a result of Computershare’s willful misconduct, fraud, bad faith or gross negligence (each as determined by a final, non-appealable judgment of a court of competent jurisdiction). No interest Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any Holder or any other party. Notwithstanding anything to the contrary herein, Company shall be paid or accrued responsible for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant providing Computershare with sufficient funds to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant satisfy its payment obligations to the provisions of this Article IIIHolders.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within three Business Days), Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective TimeTime (other than Owned Company Shares) of such Certificates one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (Aother than Owned Company Shares and Dissenting Company Shares, as applicable) (the “Certificates” (if any)) (i) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent), and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration Per Share Price payable in with respect thereof to the shares of Company Common Stock formerly represented thereby pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Common Stock represented by such Certificate pursuant to Section 3.7 Certificates by (y) the Per Share Price (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall will forthwith be canceled. cancelled. Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Common Stock (ii) With respect to non-certificated other than Owned Company Shares represented in book-entry form and Dissenting Company Shares, as applicable) (the “Uncertificated Shares”), Parent shall cause ) will be required to deliver a Certificate or an executed letter of transmittal to the Paying Payment Agent in order to pay and deliver receive the Cash Amount payable therefor (less any applicable withholding Tax payment that such holder is entitled to receive pursuant to Section 3.8(e))2.7 with respect of such Uncertificated Shares. In lieu thereof, in each case promptly following the Effective Time and such record holder, upon surrender thereof to the Paying Agent by receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment Agent may reasonably request) (but ), will be entitled to receive in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, exchange therefor an amount in each case cash equal to the extent applicable or required, any notice with respect to product obtained by multiplying (1) the effectiveness aggregate number of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender shares of Company Shares held of record Common Stock represented by DTC or its nominees in accordance with DTCsuch holder’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicestransferred Uncertificated Shares will be cancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and transfer of Uncertificated Shares pursuant to this Section 3.82.9(c). Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, Per Share Price without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIISection 2.7.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (and in any event not later than the “Certificates”)fifth Business Day following the Closing Date, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior shares of Company Common Stock whose shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration pursuant to Section 1.4(b), (A) a letter of transmittal in customary form reasonably satisfactory with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company and Parentmay mutually reasonably agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon Consideration. (ii) On surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e))or, in each the case promptly following the Effective Time and upon surrender thereof to the Paying Agent by of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or such other evidenceeffective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor, if any, of transfer as and the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) be required to promptly deliver to DTC or its nomineeseach such holder, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Consideration into which the shares represented by such Certificates or Book-Entry Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share have been converted pursuant to this Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices2.3. No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates and Uncertificated Shares on loss in lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant is to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (be made to a Person other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) the Person in whose name the surrendered Certificate is registered, it shall be deemed, from a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and after (B) the Effective Time, to evidence only Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the right to receive payment of the Merger Consideration, without interest thereon, less any applicable withholding Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established that such Tax pursuant either has been paid or is not required to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIbe paid.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares and in any event not later than the second (2nd) Business Day following the “Certificates”)Closing Date, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior Shares whose Shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company and Parentmay mutually reasonably agree), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor an amount in cash equal to the Effective Time product of (x) the Cash Amount payable for each Company Share number of Shares represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the holder’s properly surrendered Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, effective affidavits of transfer as the Paying Agent may reasonably requestloss in lieu thereof) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Book-Entry Shares and (By) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesMerger Consideration. No interest shall be paid or accrued for on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on the Company, payment of Merger Consideration payable upon the due surrender of a Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and Uncertificated Shares pursuant effect such transfer and to this Section 3.8. Until so surrenderedevidence that any applicable stock transfer Taxes have been paid or are not applicable. (iii) The Paying Agent, outstanding Certificates the Company, Parent and Uncertificated Shares Merger Sub (other than Certificates and Uncertificated Shares representing any Canceled Company Shares their respective Affiliates or Dissenting Company Shares) agents), as applicable, shall be deemedentitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, from and after as amended (the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e“Code”), payable or under any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that such amounts are so deducted or withheld and paid over to the relevant Governmental Entity within the time and in the manner required by applicable Law, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction or withholding was made.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within five (5) Business Days), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding Shares (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) subject to the last sentence of this Section 2.9(c), uncertificated Shares that represented outstanding Shares (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each Company Share aggregate number of Shares represented by such Certificate pursuant to Section 3.7 Certificate; by (y) the Per Share Price (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall will forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in each case exchange therefor an amount in cash equal to the extent product obtained by multiplying (1) the aggregate number of Shares represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable or requiredwithholding Taxes payable in respect thereof), any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying so surrendered will be cancelled. The Payment Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer Share Price, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares and in any event not later than the second (2nd) Business Day following the “Certificates”)Closing Date, Parent and the Surviving Corporation shall cause direct the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior Shares represented by Certificates or book entry whose Shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration pursuant to Section 3.01, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof) to the Paying Agent or, with respect to Book-Entry Shares, only upon delivery of an “agent’s message” regarding the book-entry transfer of Book-Entry Shares (or such other evidence, if any, of the book-entry transfer of Book-Entry Shares as the Paying Agent may reasonably request) and shall be in such form and have such other provisions as Parent and the Company and Parentmay mutually reasonably agree), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable Consideration. (ii) Parent shall cause the Paying Agent to deliver, upon (A) in respect thereof pursuant to the provisions case of this Article III. Upon a Certificate, surrender of Certificates such Certificate (or effective affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructions, Parent shall cause by the Paying Agent to pay and deliver as promptly as practicable after or (B) in the Effective Time case of Book-Entry Shares, the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 later of (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (iii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof (ii) to the extent required by the Paying Agent by receipt of Agent, the time when an “agent’s message” is received by the Paying Agent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable holder of such Certificate (or requiredeffective affidavits of loss in lieu thereof) or Book-Entry Share, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable Consideration for each share of Common Stock theretofore represented by such Uncertificated Share Certificate or Book-Entry Share, as applicable, pursuant to Section 3.7. (iii) The Paying Agent 3.01(a), and the Certificate or Book-Entry Share, as applicable, so surrendered shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesforthwith be cancelled. No interest shall be paid or accrued for on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or cancellation of Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on Company, payment of the Merger Consideration payable upon the due surrender of a Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent in proper form for transfer, accompanied by all documents required to evidence and Uncertificated Shares effect such transfer and to evidence that any applicable stamp, stock transfer or similar Taxes have been paid or are not applicable. (iii) Notwithstanding anything herein to the contrary, the Paying Agent, the Company, the Surviving Corporation, Parent and Merger Sub (and their respective Affiliates or agents), as applicable, and any other applicable withholding agent shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”) or the Treasury Regulations, or under any provision of applicable U.S. federal, state or local or non-U.S. Tax Law with respect to the making of such payment. To the extent that such amounts are so deducted or withheld and paid over to the relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. Notwithstanding anything herein to the contrary, any compensatory amounts payable to any current or former employee or service provider of the Company pursuant to or as contemplated by this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) Agreement shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant remitted to the provisions applicable payor for payment to the applicable Person through regular payroll procedures, as applicable, or, at the election of this Article IIIthe Company and Parent, through a payroll agent, in either case subject to any required deductions or withholdings.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (and in any event not later than the “Certificates”)fifth Business Day following the Closing Date, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior shares of Company Common Stock whose shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration pursuant to Section 1.4(b), (A) a letter of transmittal in customary form reasonably satisfactory with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company and Parentmay mutually reasonably agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon Consideration. (ii) On surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e))or, in each the case promptly following the Effective Time and upon surrender thereof to the Paying Agent by of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or such other evidenceeffective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor, if any, of transfer as and the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) be required to promptly deliver to DTC or its nomineeseach such holder, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Consideration into which the shares represented by such Certificates or Book-Entry Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share have been converted pursuant to this Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices2.3. No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates and Uncertificated Shares on loss in lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant is to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (be made to a Person other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) the Person in whose name the surrendered Certificate is registered, it shall be deemed, from a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and after (B) the Effective Time, to evidence only Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the right to receive payment of the Merger Consideration, without interest thereon, less any applicable withholding Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established that such Tax pursuant either has been paid or is not required to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIbe paid.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no any event not later than the fifth (5th) Business Day thereafter)following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of immediately prior shares of Company Common Stock whose shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal transmittal, in customary form and substance reasonably satisfactory to the Company (which approval shall not be unreasonably withheld, conditioned or delayed), with respect to Book-Entry Shares (to the extent applicable) and ParentCertificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon Consideration. (ii) On surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e))or, in each the case promptly following the Effective Time and upon surrender thereof to the Paying Agent by of Book-Entry Shares, receipt of an “agent’s message” by the Exchange Agent, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificates (or such other evidence, if any, effective affidavits of transfer as the Paying Agent may reasonably requestloss in lieu thereof) (but or Book-Entry Shares shall be entitled to receive in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate toexchange therefor, and Parent the Exchange Agent shall cause the Paying Agent to, (A) be required to promptly deliver to DTC or its nomineeseach such holder, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger Consideration, into which the shares represented by such Certificates or Book-Entry Shares have been converted pursuant to this Article 2 (together with any Fractional Share Cash Amount and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC dividends or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount other distributions payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices2.2(c)). No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates and Uncertificated Shares on loss in lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration payable upon is to be made to a Person other than the surrender Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such Certificates payment shall have paid any transfer and Uncertificated Shares other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established that such Tax either has been paid or is not required to be paid. (iii) The Parties and any other Person that has any withholding obligation with respect to any payment made pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares Agreement as determined by such Party or Dissenting Company Shares) person in good faith shall be deemedentitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any payment such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or non-U.S. Tax Law. To the extent that amounts are so withheld and after paid over to the Effective Timeappropriate Governmental Entity, such amounts shall be treated for all purposes of this Agreement as having been paid to evidence only the right Person in respect of which the deduction and withholding was made. The Parties shall use reasonable best efforts to receive the Merger Consideration, without interest thereon, less reduce or eliminate withholding tax in connection with any applicable withholding Tax payment made pursuant to Section 3.8(e), payable in respect thereof pursuant 7.3 hereof to the provisions of this Article IIIextent permitted by applicable Law.

Payment Procedures. Promptly following the Closing (i) With respect to and in any certificate which immediately prior to event within three Business Days following the Effective Time represented outstanding Company Shares (the “Certificates”Closing), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Certificates”); (ii) uncertificated shares of Company Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Uncertificated Shares”): (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares, as applicable, in exchange for the Merger Consideration Per Share Price, payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Capital Stock represented by such Certificate pursuant Certificate; by (y) the Per Share Price (subject to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)2.12), and the Certificates so surrendered shall will forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in each case exchange therefor an amount in cash equal to the extent applicable or requiredproduct obtained by multiplying (1) the aggregate number of shares of Company Capital Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (subject to Section 2.12), any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying so surrendered will be cancelled. The Payment Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price, payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, Per Share Price without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. (i) With respect to any certificate which immediately prior to As promptly as practicable following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation Merger Sub shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates a certificate or certificates (Athe “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Common Stock (other than shares cancelled pursuant to Section 2.7(a)(ii) hereof and Dissenting Shares) (i) a letter of transmittal in customary form and reasonably satisfactory acceptable to the Company and Parent(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 (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))provisions of this Article II, and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), Consideration payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares Time, and in any event not more than three (the “Certificates”)3) Business Days thereafter, Parent and the Surviving Corporation shall will cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Shares, the Rollover Shares, and shares of Company Common Stock described in Section 3.1(a)(iii)) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Shares, the Rollover Shares, and shares of Company Common Stock described in Section 3.1(a)(iii)) (the “Uncertificated Shares”), (A) a letter of transmittal in customary form and reasonably satisfactory acceptable to the Company (which will specify that delivery will be effected, and Parentrisk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Paying Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to Section 3.1(a)(ii) and any dividends or other distributions to which they are entitled pursuant to clause (ii) of the provisions first sentence of this Article IIISection 3.3(c). Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent shall promptly pay, in exchange therefor, an amount in cash equal to pay and deliver as promptly as practicable after the Effective Time Merger Consideration payable in respect of the Cash Amount payable for each number of shares of Company Share Common Stock represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))Certificate, and the Certificates so surrendered shall will forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders case of a book-entry transfer of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness holders of the Merger and any instructions for surrendering such Uncertificated Shares will be entitled to receive, and (B) establish procedures with the Paying Agent shall promptly pay, in exchange therefor, an amount in cash equal to the Merger Consideration payable in respect of the number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares, and DTC to ensure that the transferred Uncertificated Shares so surrendered will be cancelled. The Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 3.1(a)(ii) and any dividends or other distributions pertaining to Company Common Stock formerly represented by such Certificates or Uncertificated Shares as contemplated by clause (ii) of the provisions first sentence of Section 3.3(c). Notwithstanding anything to the contrary in this Article IIIAgreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 3.1(a)(ii). (ii) Prior to the Effective Time, Parent and the Company will cooperate to establish procedures with the Paying Agent and the Depository Trust Company with the objective that the Paying Agent will transmit to the Depository Trust Company or its nominees on the first Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to the Merger Consideration payable in respect of the number of shares of Company Common Stock (excluding any shares of Company Common Stock described in Section 3.1(a)(iii), the Rollover Shares and Dissenting Shares, and including any dividends or other distributions pertaining to such shares as contemplated by clause (ii) of the first sentence of Section 3.3(c)) held of record by the Depository Trust Company or such nominee immediately prior to the Effective Time.

Payment Procedures. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following As soon as reasonably practicable after the Effective Time (but in no event later more than the fifth five (5th5) Business Day thereafterDays following the Effective Time), Parent shall cause the Paying Agent to mail to each holder of record of Shares (as of immediately prior to the Effective Time) of such Certificates (Aother than Excluded Shares) a letter of transmittal in customary form as reasonably satisfactory agreed by Purchaser and the Company specifying that delivery will be effected, and risk of loss and title to the Company Certificates will pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and Parent, and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIConsideration. Upon the proper surrender of Certificates a Certificate (or affidavits effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent, together with such a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate will be entitled to receive in exchange therefor cash in the amount (after giving effect to any required tax withholdings) that such holder has the right to receive pursuant to this Article III in the form of a check, to be mailed, as soon as reasonably practicable (but in no event more than five (5) Business Days after the receipt thereof), and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, cash to be paid upon due surrender of the Certificate may be paid to such instructions, Parent shall cause a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent Agent, accompanied by all documents required to pay evidence and deliver effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. All payments owed to the holders of Stock Options or holders of Warrants shall be made from the Payment Fund as promptly soon as reasonably practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later more than the fifth five (5th5) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable Days after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7). (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation Merger Sub shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates a certificate or certificates (Athe “Certificates”), which immediately prior to the Effective Time represented outstanding Shares (other than Dissenting Shares) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and Parent, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))provisions of this Article II, and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), Consideration payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation Merger Sub shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates a certificate or certificates (Athe “Certificates”) and each holder of record (as of immediately prior to the Effective Time) of shares of Company Common Stock held in book-entry form, in each case which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent or delivery of an agents’ message in respect of shares held in book-entry form, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates or the holders of shares held in book-entry form shall be required entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))provisions of this Article II, and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), Consideration payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the First Effective Time represented outstanding Company Shares and in any event not later than the third (3rd) Business Day following the “Certificates”)Closing Date, Parent and the Surviving Corporation shall cause the Paying Exchange Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior shares of Company Common Stock whose shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration, pursuant to Section 2.1, (A) a letter of transmittal in customary form reasonably satisfactory with respect to Book- Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company and Parentmay mutually reasonably agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon Consideration. (ii) On surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e))or, in each the case promptly following the Effective Time and upon surrender thereof to the Paying Agent by of Book-Entry Shares, receipt of an “agent’s message” by the Exchange Agent, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificates (or such other evidence, if any, effective affidavits of transfer as the Paying Agent may reasonably requestloss in lieu thereof) (but or Book-Entry Shares shall be entitled to receive in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate toexchange therefor, and Parent the Exchange Agent shall cause the Paying Agent to, (A) be required to promptly deliver to DTC or its nomineeseach such holder, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger Consideration into which the shares represented by such Certificates or Book-Entry Shares have been converted pursuant to this Article 2 (together with any Fractional Share Cash Amount and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC dividends or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount other distributions payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices2.2(c)). No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates and Uncertificated Shares on loss in lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established that such Tax either has been paid or is not required to be paid. (iii) The Exchange Agent, the Company, Parent and each Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable upon to any Person under this Agreement such amounts as are required to be deducted and withheld related to the surrender making of such Certificates and Uncertificated Shares pursuant payment under applicable Law related to Taxes. To the extent that amounts are so deducted or withheld under this Section 3.8. Until so surrendered2.2(b)(iii) and timely paid over to the relevant Governmental Entity, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares such deducted or Dissenting Company Shares) withheld amounts shall be deemed, from and after treated for purposes of this Agreement as having been paid to the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable Person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction or withholding was made.

Payment Procedures. (ia) With respect to any certificate which immediately If the Sale Date shall occur prior to the Effective Time represented outstanding Company Shares Contingent Value End Date, then within ninety (90) days following the “Certificates”)Sale Date (or such longer period agreed in writing as shall be reasonably necessary for the Stockholders’ Representative, Parent and the Surviving Corporation Company to determine the Distributable Proceeds, which determination shall cause the Paying Agent to mail, promptly following the Effective Time (but be made in no event later than the fifth (5th) Business Day thereaftergood faith), or at such time as otherwise mutually agreed upon by Parent and the Stockholders’ Representative, it being understood that the Contingent Value End Date will be correspondingly extended to each holder permit the distribution of record (as of immediately prior the Distributable Proceeds, Parent shall deliver to the Effective Time) Rights Agent and the Stockholders’ Representative the calculation of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory the Distributable Proceeds as agreed to by Parent, the Company and Parent, and the Stockholders’ Representative (Bthe “Distributable Proceeds Notice”) instructions for use in effecting establishing a payment date (the surrender “CVR Payment Date”) with respect to the Distributable Proceeds that is within five (5) Business Days after the receipt of the Certificates (or affidavits Distributable Proceeds Notice. The Stockholders’ Representative shall be responsible for distributing the Distributable Proceeds Notice to the Holders. Any Contingent Value Rights held by Company stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of loss in lieu thereof) in exchange the Delaware General Corporation Law, as amended, shall be deemed to be outstanding for purposes of determining the Merger Consideration payable amount to be paid per Contingent Value Right and Parent shall be paid the amount which would otherwise be paid in respect thereof pursuant of such Contingent Value Right. (b) On or before the CVR Payment Date, Parent shall cause an amount of cash equal to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation Distributable Proceeds to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance be deposited with the instructions thereto, and such other documents Rights Agent. On the CVR Payment Date or as may be required pursuant to such instructionspromptly as practicable thereafter, Parent shall cause the Paying Rights Agent to pay and deliver the applicable amount to each of the Holders by check mailed to the address of each Holder as promptly reflected in the CVR Register as practicable after of the Effective Time close of business on the Cash Amount payable for last Business Day prior to such payment date. The amount paid in respect of each Company Share represented Contingent Value Right shall be equal to the quotient obtained by such Certificate pursuant to Section 3.7 dividing the Distributable Proceeds by the number of Contingent Value Rights outstanding as reflected on the CVR Register (less any applicable withholding Tax pursuant to Section 3.8(ethe “CVR Payment Amount”)), and the Certificates so surrendered shall forthwith be canceled. (c) Parent’s obligation to pay the Distributable Proceeds shall be conditioned on no court or other Governmental Entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered any Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or imposes any penalty upon the payment of the Distributable Proceeds and the payment being otherwise lawful. If the Distributable Proceeds shall not have been paid to the Holders by the later of (i) the one year anniversary of the Contingent Value End Date and (ii) With respect to non-certificated the fourth anniversary of the Effective Time, none of Parent, the Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent or any of their Affiliates shall cause the Paying Agent have any further obligation to pay and deliver the Cash Amount payable therefor Distributable Proceeds. (less any applicable withholding Tax pursuant to d) Any funds comprising the cash deposited with the Rights Agent under Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof 4.4(b) that remain undistributed to the Paying Holders of Contingent Value Rights twelve (12) months after the CVR Payment Date shall be delivered to Parent by the Rights Agent, upon demand, and any Holders of Contingent Value Rights who have not theretofore received payment in exchange for such Contingent Value Rights shall thereafter look only to Parent for payment of their claim therefor. Notwithstanding any other provisions of this Agreement, any portion of the consideration provided by Parent to the Rights Agent by receipt that remains unclaimed 180 days after termination of an “agent’s message” this Agreement in accordance with Section 8.8 of this Agreement (or such other evidenceearlier date immediately prior to such time as such amounts would otherwise escheat to, or become property of, any Governmental Entity) shall, to the extent permitted by law, become the property of the Company free and clear of any claims or interest of any person previously entitled thereto, subject to any escheatment laws. (e) The Rights Agent shall deduct and withhold, or cause to be deducted or withheld, from each CVR Payment Amount otherwise payable pursuant to this Agreement, the amounts, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and that Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or Affiliates are required to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice deduct and withhold with respect to the effectiveness making of such payment under the Merger and Code; provided that in determining the required amount to be withheld, the Rights Agent will give effect to any instructions for surrendering Uncertificated Shares and properly presented form (Be.g., Form W-8 or W-9 as applicable) establish procedures eliminating or reducing the amount required to be withheld. To the extent that amounts are so withheld or paid over to or deposited with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Timerelevant Governmental Entity, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest withheld amounts shall be treated for all purposes of this Agreement as having been paid or accrued for to the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable Holder in respect thereof pursuant to the provisions of this Article IIIwhich such deduction and withholding was made.

Payment Procedures. (i) With respect to any certificate which immediately At or prior to the Effective Time represented outstanding Time, Parent shall deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate cash amount payable to holders of Company Shares (the “Certificates”Options, Company Restricted Share Awards and Company RSU Awards pursuant to ‎Section 2.2(b)(i), ‎Section 2.2‎(b)‎(ii) and ‎Section 2.2‎(b)‎(iii); provided that at least three Business Days prior to such deposit, the Company shall have delivered to Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder a list of record (all Company Equity Awards that would be outstanding as of immediately prior to the Effective Time) , setting out for each such Company Equity Award, the holder thereof, the type of such Certificates (A) a letter Company Equity Award, the number of transmittal in customary form reasonably satisfactory to the Company and Parent, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions Ordinary Shares subject thereto, and such other documents the exercise price or purchase price (as may be required pursuant to such instructionsapplicable) thereof, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))grant date thereof, and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated vesting schedules or vesting conditions or other restrictions imposed upon such Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case Equity Award. As promptly as reasonably practicable following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidenceClosing Date, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth next regularly scheduled payroll date that occurs more than three Business Days following the Closing Date, the applicable holders of Company Options, Company Restricted Share Awards and Company RSU Awards shall receive a cash payment from the Company or the Surviving Company, through its payroll system or payroll provider, of all cash amounts required to be paid to such holders in respect of its Company Options, Company Restricted Share Awards and Company RSU Awards pursuant to ‎Section 2.2(b)(i), ‎Section 2.2‎(b)‎(ii) and ‎Section 2.2‎(b)‎(iii), as applicable (5th) Business Day thereafterafter giving effect to any required Tax withholdings as provided in ‎Section 2.3(e)). The Notwithstanding the foregoing, if any cash payment payable to a holder of Company and Parent Options, Company Restricted Share Awards or Company RSU Awards pursuant to ‎Section 2.2(b)(i), ‎Section 2.2‎(b)‎(ii) or ‎Section 2.2‎(b)‎(iii), as applicable, cannot be made through the Company’s or the Surviving Company’s payroll system or payroll provider, then the Surviving Company shall cooperate toissue a check for such payment to such holder (after giving effect to any required Tax withholdings as provided in ‎Section 2.3(e)), and Parent which check shall cause be sent by overnight courier to such holder as promptly as reasonably practicable following the Paying Agent toClosing Date (but in any event on or prior to the next regularly schedule payroll date). Further notwithstanding the foregoing, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, that any notice with respect amount payable pursuant to the effectiveness this ‎Section 2.2‎(b)‎(iv) relates to a Company RSU Award that is nonqualified deferred compensation subject to Section 409A of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective TimeCode, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each then such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest amount shall be paid or accrued for at the benefit of holders earliest time permitted under the terms of the Certificates and Uncertificated Shares on applicable agreement, plan or arrangement relating to such Company RSU Award that will not trigger a tax or penalty under Section 409A of the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIICode.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within two (2) Business Days), Parent and the Surviving Corporation shall cause the Paying Exchange Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective TimeTime of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Capital Stock (the “Certificates” (if any)) of such Certificates (Ai) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Exchange Agent), and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in to such holder with respect thereof to Company Capital Stock formerly represented thereby pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to receive in exchange therefor the Merger Consideration payable to such instructions, Parent shall cause the Paying Agent holder with respect to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share Capital Stock represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))Certificates, and the Certificates so surrendered shall will forthwith be canceled. (ii) With respect cancelled. Notwithstanding anything to non-certificated the contrary in this Agreement, no record holder of uncertificated shares of Company Shares represented in book-entry form Capital Stock (the “Uncertificated Shares”), Parent shall cause ) will be required to deliver a Certificate or an executed letter of transmittal to the Paying Exchange Agent in order to pay and deliver receive the Cash Amount payable therefor (less any applicable withholding Tax payment that such holder is entitled to receive pursuant to Section 3.8(e))2.7 with respect to such Uncertificated Shares. In lieu thereof, in each case promptly following the Effective Time and such record holder, upon surrender thereof to the Paying Agent by receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Paying Exchange Agent may reasonably request) (but ), will be entitled to receive in no event later than exchange therefor the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver Merger Consideration payable to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice such holder with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC Company Capital Stock it held immediately prior to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company and the Uncertificated Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) shall be cancelled. The Paying Exchange Agent shall will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Cash Consideration payable upon the surrender of such Certificates and cancellation of Uncertificated Shares pursuant to this Section 3.82.9(d). Until so surrenderedsurrendered or cancelled, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), Consideration payable in respect thereof pursuant to the provisions of this Article IIISection 2.7.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within three Business Days), Parent and the Surviving Corporation Company shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail or otherwise disseminate to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares (A) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, and only upon delivery of the Certificates to the Paying Agent, and/or (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Acquisition, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent Per Share Merger Consideration to pay and deliver as promptly as practicable after which the Effective Time the Cash Amount payable for each Company Share represented by such Certificate holder thereof is entitled pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)2.7(a)(ii), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by . Upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate tocase of a book entry transfer of uncertificated Shares, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, such uncertificated Shares shall be entitled to receive in each case exchange for the cancellation of such uncertificated Shares an amount in cash equal to the extent applicable or required, any notice with respect Per Share Merger Consideration to which the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share holder thereof is entitled pursuant to Section 3.7. (iii) 2.7(a)(ii), and the uncertificated Shares shall forthwith be canceled. The Paying Agent shall accept such Certificates and transferred Uncertificated uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated uncertificated Shares on the Per Share Merger Consideration payable upon the surrender of such Certificates and Uncertificated uncertificated Shares pursuant to this Section 3.82.8. Until so surrendered, outstanding Certificates and Uncertificated uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, to evidence only the right to receive the Per Share Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later more than the fifth three (5th3) Business Day thereafterDays after the Closing Date, Parent shall cause the Exchange Agent to deliver to each record holder (other than record holders of Cancelled Shares or Appraisal Shares), to each holder of record (as of immediately prior to the Effective Time) , of such Certificates (A) an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (B) shares of Company Common Stock that were represented by book-entry (“Book-Entry Shares”) a letter of transmittal (“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 Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form reasonably satisfactory and agreed to by Parent and the Company prior to the Company Closing) and Parent, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits or, in the case of loss in lieu thereof) in exchange Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentConsideration, together with such letter any amounts payable pursuant to Section 3.3(g), if applicable. (ii) Upon surrender to the Exchange Agent of transmittala Certificate or Book-Entry Shares, delivery of a duly completed and validly executed in accordance with the instructions theretoLetter of Transmittal, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to promptly receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to such instructionsthis Article III, Parent shall cause the Paying Agent together with any amounts payable pursuant to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable Section 3.3(g), if applicable, for each share of Company Share Common Stock formerly represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))or Book-Entry Share, and the all Certificates so surrendered shall be forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicescancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the record holder of such Certificates shares of Company Common Stock, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and Uncertificated Shares pursuant that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Entity that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.8. Until so surrendered3.3(b)(ii), outstanding Certificates each Certificate and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) each Book-Entry Share shall be deemed, from and deemed at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger ConsiderationConsideration payable in respect of such shares of Company Common Stock, without interest thereon, less together with any applicable withholding Tax amounts payable to such holder pursuant to Section 3.8(e3.3(g), payable in respect thereof pursuant to the provisions of this Article IIIif applicable.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares and (ii) non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent the holders of such Certificates shall cause be entitled to receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of Company Share Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 3.7 2.7, by (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 3.8(e2.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (. Notwithstanding the “Uncertificated Shares”)foregoing, Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in each case exchange therefor an amount in cash equal to the extent applicable or required, any notice with respect to product obtained by multiplying (x) the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender aggregate number of Company Shares held of record represented by DTC or its nominees in accordance with DTCsuch holder’s customary surrender procedures, transferred Uncertificated Shares that were converted into the Cash Amount payable for each such Uncertificated Share right to receive the Merger Consideration pursuant to Section 3.7. 2.7, by (iiiy) the Merger Consideration (less any applicable withholding Tax deductible in respect thereof pursuant to Section 2.8(e)), and the Uncertificated Shares so transferred shall forthwith be canceled. The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e2.8(e), payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly Promptly following the Effective Time (but in no event later than the fifth five (5th5) Business Day business days thereafter), Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates a certificate or certificates (Athe “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits transfer of loss in lieu thereof) Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon (i) surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. or (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Paying Payment Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter)case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Payment Agent shall accept such Certificates and transferred Uncertificated or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated or transfer of Book-Entry Shares pursuant to this Section 3.82.6. Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated or Book-Entry Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), Consideration payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to As promptly as practicable after the Effective Time represented outstanding Company Shares (the “Certificates”but in no event more than four Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to Person who was, at the Effective Time, a holder of a Share Certificate or Book-Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) of such Certificates (other than a Share Certificate representing (A) shares of Company Common Stock to be canceled in accordance with Section 2.01(b) or (B) Appraisal Shares, which shall be treated in accordance with Section 2.08) (x) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentShare Certificates or such Book-Entry Shares, as applicable, shall pass, only upon delivery of the Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)) to the Paying Agent or, in the case of such Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree prior to the Closing Date) and (By) instructions for use in effecting the surrender of the Share Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation Book-Entry Shares to the Paying Agent, together with such as applicable, in exchange for payment of the Merger Consideration as provided in Section 2.01(c). (ii) Upon delivery of a letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions thereto, and procedures (and such other customary documents as may be required pursuant to such instructions, Parent shall cause instructions or as may reasonably be required by the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)Agent), and either (A) the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)) or (B) the transfer of Book-Entry Shares not held through DTC, by book receipt of an “agent’s message” in customary form by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of transfer surrender with respect to such Book-Entry Shares as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case as contemplated in subsection (i) of this Section 2.02(b), the holder of such Share Certificates or Book-Entry Shares shall be entitled to receive, in exchange therefor and subject to the extent applicable other provisions of this Article II, the Merger Consideration for each share of Company Common Stock formerly represented by such Share Certificates or requiredBook-Entry Shares, and the Share Certificates and Book-Entry Shares so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 2.02, each Share Certificate or Book-Entry Share shall be deemed at any notice time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II. (iii) The Persons who were, at the Effective Time, holders of Book-Entry Shares (other than (i) shares of Company Common Stock to be canceled in accordance with Section 2.01(b) or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.08) held, directly or indirectly, through DTC shall not be required to deliver a Share Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Section 2.02. With respect to such Book-Entry Shares held, directly or indirectly, through DTC, Parent and the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) Company shall cooperate to establish procedures with the Paying Agent Agent, DTC, DTC’s nominees and DTC such other necessary third-party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as soon promptly as practicable after the Effective Time, upon surrender of Company Book-Entry Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender proceduresprocedures and such other procedures as agreed by Parent, the Cash Amount payable for each Company, the Paying Agent, DTC, DTC’s nominees and such Uncertificated Share other necessary third-party intermediaries, the aggregate Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to, and subject to the provisions of, this Section 3.72.02. (iiiiv) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Share Certificate is registered, Parent may cause the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on pay the Merger Consideration payable upon to such Person only if such Share Certificate (if applicable) is presented to the surrender Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Paying Agent that any applicable transfer or similar Taxes required by reason of payment of the Merger Consideration to a Person other than the registered holder of such Certificates and Uncertificated Shares pursuant to this Section 3.8Share Certificate have been paid or are not applicable. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive Payment of the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant Consideration with respect to Section 3.8(e), payable in respect thereof pursuant Book-Entry Shares shall only be made to the provisions Persons in whose name such Book-Entry Shares are registered in the stock transfer records of this Article IIIthe Company.

Payment Procedures. (i) With respect to any certificate which immediately prior to As promptly as reasonably practicable after the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within two Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates (A) deliver a letter of transmittal (which will be in customary form reasonably satisfactory and reviewed by the Company prior to delivery) (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the certificates representing the shares of Company Class A Common Stock (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Company Class A Common Stock in book-entry (the “Book-Entry Shares”), upon adherence to the procedures set forth in the Letter of Transmittal), which shall be in a customary form and Parent, agreed to by the parties prior to the Closing and (B) instructions for use in effecting the surrender of the Certificates (or affidavits or, in the case of loss in lieu thereof) in exchange Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration payable in respect thereof pursuant Consideration, to each holder of record, as of immediately prior to the provisions Effective Time, of this Article III(A) Certificates or (B) Book-Entry Shares. Upon surrender Each holder of Certificates or Book-Entry Shares may thereafter until the first (1st) anniversary of the Effective Time surrender such Certificates or affidavits of loss in lieu thereof) for cancellation Book-Entry Shares to the Paying Agent, as agent for such holder, under cover of the Letter of Transmittal, if applicable. (ii) Upon surrender to the Paying Agent of a Certificate or Book-Entry Shares, together with such letter the Letter of transmittalTransmittal, if applicable, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor the Effective Time the Cash Amount payable Merger Consideration for each Company Share share formerly represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), or Book-Entry Share and the Certificates so surrendered such Certificate or Book-Entry Share shall forthwith then be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the holder of record of such Certificates shares of Company Class A Common Stock, it shall be a condition of payment that such shares of Company Class A Common Stock so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and Uncertificated Shares pursuant that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.8. Until so surrendered3.3(b)(ii), outstanding Certificates each Certificate and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) each Book-Entry Share shall be deemed, from and deemed at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of Consideration as contemplated by this Article III.

Payment Procedures. (ia) With respect to any certificate which immediately On or prior to the Effective Time represented outstanding Company Shares Closing Date, Parent shall select a reputable bank or trust company to act as paying agent in the Merger (the “CertificatesPaying Agent”). Promptly, and in any event within three (3) Business Days, after the Effective Time, Parent and the Surviving Corporation shall deposit or cause to be deposited with the Paying Agent cash in an amount equal to mail, promptly following the total amount required for the payments in Section 2.4(a)(iii) and 2.4(a)(iv). The cash amount so deposited with the Paying Agent is referred to as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time (but in no event later than Time, the fifth (5th) Business Day thereafter), Paying Agent will mail to each holder the record holders of record (Company Shares as of immediately prior to the Effective Time) of , whether such Company Shares are represented by Certificates or Book-Entry Shares, (Ai) a letter of transmittal in customary form and containing such provisions as Parent may reasonably satisfactory specify (including a provision confirming that delivery of Company Share Certificates or Book-Entry Shares shall be effected, and risk of loss and title to Company Share Certificates or Book-Entry Shares shall pass, only upon delivery of such Company Share Certificates or Book-Entry Shares to the Company and ParentPaying Agent), and (Bii) instructions for use in effecting the surrender of Company Share Certificates or Book-Entry Shares in exchange for the consideration payable pursuant to Section 2.4(a)(iii) and 2.4(a)(iv) for the number of Company Shares previously represented by such Company Share Certificates or Book-Entry Shares, together with a duly executed letter of transmittal and such other documents as may be reasonably required pursuant to such instructions by the Paying Agent or Parent. Until surrendered as contemplated by this Section 2.6, all Company Share Certificates or Book-Entry Shares shall be deemed, from and after the Effective Time, to represent only the right to receive the consideration payable pursuant to Section 2.4(a)(iii) and 2.4(a)(iv) as contemplated by Section 2. If any Company Share Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of the consideration payable pursuant to Section 2.4(a)(iii), require the owner of such lost, stolen or destroyed Company Share Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Company Share Certificate. (c) Upon surrender of a Company Share Certificate (or affidavits affidavit of loss and bond as indemnity, in accordance with Section 2.6(b), in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) Book-Entry Share for cancellation to the Paying Agent, together with such a letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each holder of such Company Share represented by such Certificate or Book-Entry Share shall be entitled to receive the Per Share Merger Consideration in exchange therefor pursuant to Section 3.7 2.4(a)(iii), to be mailed (less any applicable withholding Tax pursuant or made available for collection by hand if so elected by the surrendering holder) within five (5) Business Days following the later to occur of (i) the Paying Agent’s receipt of the Exchange Fund, and (ii) the Paying Agent’s receipt of such Company Share Certificate (or affidavit of loss and bond as indemnity, in accordance with Section 3.8(e2.6(b)), in lieu thereof) or Book-Entry Share, and the Certificates Company Share Certificate or Book-Entry Share so surrendered shall forthwith be canceledcancelled within five (5) Business Days. (iid) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of the holders of the Certificates and Uncertificated Company Share Certificate or Book-Entry Shares on the Merger Consideration consideration payable upon the surrender of to such Certificates and Uncertificated Shares holders pursuant to this Agreement. (e) Any portion of the Exchange Fund that remains undistributed to holders of Company Share Certificates or Book-Entry Shares as of the date twelve (12) months after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Share Certificates or Book-Entry Shares who have not theretofore surrendered their Company Share Certificates or Book-Entry Shares in accordance with this Section 3.82.6 shall thereafter look only to Parent for payment of the Per Share Merger Consideration pursuant to Section 2.4(a)(iii). Until so surrendered, outstanding Certificates Parent or as otherwise instructed by Parent shall be the owner of any interest or other amounts earned on the Exchange Fund and Uncertificated Shares Per Share Merger Consideration. (other than Certificates and Uncertificated Shares representing f) Neither Parent nor the Surviving Corporation shall be liable to any Canceled holder or former holder of Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right any other Person with respect to receive the any Per Share Merger Consideration, without interest thereon, less Consideration delivered to any public official pursuant to any applicable withholding Tax pursuant to Section 3.8(e)abandoned property law, payable in respect thereof pursuant escheat law or similar Legal Requirement. In the event that this Agreement is terminated for any reason and any cash has been transmitted to the provisions of this Article IIIPaying Agent, such cash shall promptly be returned to Parent or as otherwise instructed by Parent.

Payment Procedures. Promptly following the Closing (i) With respect to and in any certificate which immediately prior to event within three Business Days following the Effective Time represented outstanding Company Shares (the “Certificates”Closing), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Certificates”); or (ii) uncertificated shares of Company Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Uncertificated Shares”): (A) in the case of holders of Certificates, a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares, as applicable, in exchange for the Merger Consideration Per Share Price, payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 receive in exchange therefor an amount in cash (less any applicable withholding Tax pursuant Taxes payable in respect thereof) equal to Section 3.8(e))the product obtained by multiplying (1) the aggregate number of shares of Company Capital Stock represented by such Certificate; by (2) the Per Share Price, and the Certificates so surrendered shall will forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in each case exchange therefor an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the extent applicable or requiredproduct obtained by multiplying (x) the aggregate number of shares of Company Capital Stock represented by such ▇▇▇▇▇▇’s transferred Uncertificated Shares; by (y) the Per Share Price, any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying so surrendered will be cancelled. The Payment Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price, payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, Per Share Price without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. (ia) With respect to any certificate which immediately prior to The Borrower hereby authorizes the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following charge the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance Loan Account with the instructions theretoamount of all principal, interest, fees, expenses and such other documents as may payments to be required pursuant to such instructionsmade hereunder and under the other Loan Documents. The Agent may, Parent but shall cause not be obligated to, discharge the Paying Agent to pay and deliver as promptly as practicable after Borrower's payment obligations hereunder by so charging the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceledLoan Account. (iib) With respect to non-certificated Company Shares represented in book-entry form (Each payment by the “Uncertificated Shares”)Borrower on account of principal, Parent interest, fees or expenses hereunder shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof be made to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders the Agent and the Lenders according to the their respective rights thereto. All payments to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff, deduction or counterclaim and shall be made prior to 2:00 P.M. (New York time) on the due date thereof to the Agent, for the account of the Certificates and Uncertificated Lenders according to their Pro Rata Shares (except as expressly otherwise provided), at the Agent's Payment Account in immediately available funds. Except for payments which are expressly provided to be made (i) for the account of the Agent only or (ii) under the settlement provisions of Section 2.3(i), the Agent shall distribute all payments to the Lenders on the Merger Consideration payable upon Business Day following receipt in like funds as received. Notwithstanding anything to the surrender contrary contained in this Agreement, if a Lender exercises its right of setoff under Section 11.3 or otherwise, any amounts so recovered shall promptly be shared by such Certificates Lender with the other Lenders according to their respective Pro Rata Shares. (c) The Agent shall apply all amounts received by it on account of the Obligations from the Borrower, from the Blocked Account Banks or from any other source first, to fees, costs and Uncertificated Shares pursuant expenses, second, to this Section 3.8. Until so surrenderedinterest and third, outstanding Certificates to the principal amount of the Obligations, except that, during the continuance of an Event of Default, the Agent may, with the consent of the Required Lenders, apply such amounts to such of the Obligations and Uncertificated Shares in such order as it may elect in its sole and absolute discretion. (other than Certificates and Uncertificated Shares representing d) Whenever any Canceled Company Shares or Dissenting Company Shares) payment to be made hereunder shall be deemedstated to be due on a day that is not a Business Day, from the payment may be made on the next succeeding Business Day (except as specified in clause (ii) of the definition of Interest Period) and after such extension of time shall be included in the Effective Time, to evidence only computation of the right to receive the Merger Consideration, without amount of interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIdue hereunder.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as possible after the Effective Time represented outstanding Company Shares (the “Certificates”but in no event later than three (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of a Certificate or Certificates or Book-Entry Shares that immediately prior to the Effective TimeTime represented outstanding Shares (other than Excluded Shares and Dissenting Shares) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates or Book-Entry Shares shall pass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, and Parent, which letter shall be in such form and have such other provisions as Parent may reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares to which the holder thereof is entitled. Upon surrender of any Certificate (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) Book-Entry Shares for cancellation to the Paying Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor the Effective Time amount of Merger Consideration payable in cash in respect of the Cash Amount payable for each Company Share Shares previously represented by such Certificate or Book-Entry Shares pursuant to Section 3.7 the provisions of this Article II, to be paid within three (less 3) Business Days (or such longer period required by the Paying Agent) of the Paying Agent’s receipt of such Certificate (or affidavits of loss in lieu thereof) or Book-Entry Shares, the duly executed and completed letter of transmittal and any applicable withholding Tax pursuant to Section 3.8(e))other documents as reasonably required by the Paying Agent, and the Certificates Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. (ii) With respect . 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 non-certificated Company Shares represented a Person other than the Person in book-entry 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 “Uncertificated Shares”), Parent Person requesting such payment shall cause pay any transfer or other Taxes required by reason of the Paying Agent payment to pay and deliver a Person other than the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof registered holder of such Certificate or establish to the Paying Agent by receipt satisfaction of an “agent’s message” (Parent that such Tax has been paid or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesis not applicable. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares accrue on the Merger Consideration any cash payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article III2.2.

Payment Procedures. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following As soon as reasonably practicable after the Effective Time (but in no event later than (x) two Business Days following the fifth Effective Time with respect to Cede & Co. and (5thy) five Business Day thereafterDays following the Effective Time with respect to all other holders), Parent will instruct the Paying Agent to mail to each holder of record (as of immediately prior whose Shares were converted into the Merger Consideration pursuant to the Effective Time) of such Certificates Section 3.1, (A) a form of letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Company Paying Agent and Parentshall be in such form and have such other provisions as Parent may reasonably specify that are consistent with the terms of this Agreement), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause or the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate tocase of Book-Entry Shares, and Parent such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall cause be entitled to receive promptly in exchange therefor an amount (subject to any applicable withholding Tax as specified in Section 3.2(b)(iii)) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book- Entry Shares multiplied by (y) the Merger Consideration, and such Certificates or Book-Entry Shares shall be cancelled. No interest will be paid or accrued on any amount payable upon the surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, any amounts payable upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, is properly endorsed or otherwise in proper form for transfer and is accompanied by all documents required to evidence and effect such transfer and to evidence to the Surviving Corporation’s reasonable satisfaction that any applicable Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender and in accordance with the terms hereof the Merger Consideration as contemplated by this Article III. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to, (A) deliver in order to DTC or its nominees, or to holders of Uncertificated Shares, in each case to receive the extent applicable or required, any notice with respect to the effectiveness amount of the aggregate Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC Consideration that such holder is entitled to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share receive pursuant to Section 3.7this Article III. (iii) The Paying Agent Notwithstanding anything to the contrary in this Agreement, each of Parent, Merger Sub and the Surviving Corporation shall accept such Certificates be entitled to deduct and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as withhold, or cause the Paying Agent may impose to effect an orderly exchange thereof in accordance deduct or withhold, from the consideration otherwise payable under this Agreement to any holder of Shares, Restricted Stock Units or Company Stock Options such amounts as are required to be withheld or deducted under the Code or any applicable provision of U.S. state, U.S. local or foreign Tax Law with normal exchange practicesrespect to the making of such payment. No interest To the extent that amounts are so withheld or deducted, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid or accrued for to the benefit of holders holder of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrenderedShares, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Restricted Stock Units or Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable Stock Options in respect thereof pursuant to the provisions of this Article IIIwhich such deduction and withholding were made.

Payment Procedures. (i) With respect to any certificate which immediately prior to As promptly as practicable following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time mail (but in no event later than the fifth (5thand to make available for collection by hand) Business Day thereafter), to each holder of record (as of a Certificate or Book-Entry Share that immediately prior to the Effective Time) Time represented outstanding shares of such Certificates Common Stock (Ai) a letter of transmittal in customary form reasonably satisfactory transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss together with any required bond or indemnity in lieu thereof) or Book-Entry Shares to the Paying Agent and which shall be in the form and have such other provisions as Parent and the Company and Parent, may reasonably specify and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof into which the number of shares of Common Stock previously represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Agreement. Parent shall require the provisions paying agent agreement to provide that the Paying Agent deliver such letter of this Article IIItransmittal and instructions not later than five (5) Business Days after the Effective Time. Upon surrender of Certificates (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) for cancellation to the Paying Agent, including by the entry through a book-entry transfer agent of the surrender of any Shares held in book entry on a book-entry statement, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily and reasonably be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive from the Effective Time Exchange Fund in exchange therefor an amount in cash equal to the Cash Amount payable for each Company Share product of (A) the number of shares of Common Stock represented by such Certificate pursuant to Section 3.7 holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and (B) the Merger Consideration (less any applicable withholding Tax pursuant Taxes). No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of shares of Common Stock that is not registered in the transfer records of the Company, payment upon due surrender of the Certificate may be paid to Section 3.8(e))such a transferee if the Certificate formerly representing such shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer and other applicable Taxes have been paid or are not applicable. The Merger Consideration, paid in full (less any applicable withholding Taxes) with respect to any share of Common Stock in accordance with the Certificates so surrendered terms hereof, shall forthwith be canceleddeemed to have been paid in full satisfaction of all rights pertaining to such shares of Common Stock. (ii) With respect The Paying Agent, the Company and its Subsidiaries, Parent and Merger Sub, as applicable, shall be entitled to non-certificated Company Shares represented in book-entry form deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (the “Uncertificated SharesCode”), Parent shall cause and the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nomineesregulations promulgated thereunder, or to holders any provision of Uncertificated Sharesstate, in each case to the extent applicable local or required, any notice foreign Tax Law with respect to the effectiveness making of such payment. To the Merger and any instructions for surrendering Uncertificated Shares extent that amounts are so deducted or withheld, such deducted or withheld amounts (A) shall be remitted by the applicable entity to the appropriate Governmental Entity and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or accrued withholding was made. The parties hereto agree to cooperate in good faith in requesting and providing any information or documentation allowing for the benefit reduction or elimination of holders of the Certificates any such deduction and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIwithholding.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares Time, and in any event not more than five (the “Certificates”)5) Business Days thereafter, Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form and reasonably satisfactory acceptable to the Company (which will specify that delivery will be effected, and Parentrisk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive, and such other documents as may be required pursuant the Payment Agent shall promptly pay, in exchange therefor, an amount in cash equal to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Common Stock represented by such Certificate pursuant to Section 3.7 Certificate; by (y) the Per Share Price (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall will forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive, and the Payment Agent shall promptly pay, in each case exchange therefor, an amount in cash equal to the extent product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable or requiredwithholding Taxes payable in respect thereof), any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying so surrendered will be cancelled. The Payment Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.10(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer Share Price, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. (i) With respect to any certificate which immediately prior to As promptly as practicable after the Effective Time represented outstanding Company Shares (the “Certificates”but in no event more than three Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of Person who was, immediately prior to the Effective Time) , a holder of such Certificates a Share Certificate (other than a Share Certificate representing (A) Canceled Shares or (B) Appraisal Shares, which shall be treated in accordance with Section 2.06) (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such Share Certificate shall pass, only upon delivery of such Share Certificate (or affidavits in customary form reasonably satisfactory lieu thereof in accordance with Section 2.02(d)) to the Paying Agent), which shall be in such form and shall have such other customary provisions as Parent and the Company and Parentmay reasonably agree prior to the Closing Date, and (By) instructions for use in effecting the surrender of such Share Certificate to the Certificates (or affidavits of loss in lieu thereof) Paying Agent in exchange for payment of the Merger Consideration payable as provided in respect thereof pursuant to the provisions Section 2.01(c). (ii) Upon delivery of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such a letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions thereto, (and such other customary documents as may reasonably be required pursuant by the Paying Agent), and surrender to such instructions, Parent shall cause the Paying Agent to of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)), as contemplated in subsection (i) of this Section 2.02(b), Parent and the Surviving Corporation shall instruct the Paying Agent to, as promptly as practicable, pay and deliver as promptly as practicable after to the Effective Time holder of such Share Certificate the Cash Amount payable for aggregate Merger Consideration that such holder has the right to receive pursuant to this Agreement (in each case, with respect to the shares of Company Share Common Stock formerly represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)Share Certificate), and the Share Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”). Until surrendered as contemplated by this Section 2.02, Parent each Share Certificate shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less be deemed at any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following time after the Effective Time and upon surrender thereof to represent only the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver right to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of receive the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees Consideration as soon as practicable after the Effective Time, upon surrender of Company Shares held of record contemplated by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesthis Article II. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares accrue on the Merger Consideration any cash payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered2.02. (iii) (A) The Persons who were, outstanding Certificates and Uncertificated at the Effective Time, holders of Book-Entry Shares (other than Certificates and Uncertificated Shares representing any (i) Canceled Company Shares or Dissenting Company (ii) Appraisal Shares, which shall be treated in accordance with Section 2.06) shall not be deemed, from and after required to deliver a Share Certificate or an executed letter of transmittal to the Effective Time, Paying Agent or to evidence only the right take any other action to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax Consideration that such holder is entitled to receive pursuant to Section 3.8(e2.01(c); provided, payable in respect thereof pursuant that such Persons may be required to comply with procedures as may customarily be required by the provisions Paying Agent for holders of this Article IIIBook-Entry Shares.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as possible after the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within three (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of a Certificate or Certificates that immediately prior to the Effective TimeTime represented outstanding shares of Company Stock (other than Excluded Shares) of such Certificates (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in customary lieu thereof) to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent and the Company may reasonably agree), (B) a draft of the declaration, in a form reasonably satisfactory agreed by the Parties, in which the beneficial owner of Company Stock provides certain declarations and information necessary for Parent to determine, reasonably and in good faith, the Tax amounts (if any) which need to be withheld from the consideration payable to such beneficial owner pursuant to the Company and Parentterms of the Ordinance, the Code, or any provision of state, local, Israeli or foreign Law (a “Tax Declaration”), and (BC) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration payable in respect to which the holder thereof pursuant to the provisions of this Article IIIis entitled. Upon surrender of Certificates any Certificate (or affidavits affidavit of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, the Tax Declaration, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an amount of cash in immediately available funds equal to (x) the number of shares of Company Stock represented by such Certificate (or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in Section 2.08(h)), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company 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 Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.08. (ii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall deliver to the Paying Agent the Tax Declaration, but shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Per Share Merger Consideration that such instructionsholder is entitled to receive pursuant to this Article 2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares were converted into the right to receive the Per Share Merger Consideration shall upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender the Per Share Merger Consideration in respect of each such share of Company Stock (less any required Tax withholdings as provided in Section 2.08(h)), and the Book-Entry Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) holder shall forthwith be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIcancelled.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within five Business Days), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record of Shares (as of other than Shares to be cancelled in accordance with Section 2.4(b) and Dissenting Shares) immediately prior to the Effective TimeTime (other than The Depository Trust Company (“DTC”)) of such Certificates (Aa) a letter of transmittal in customary form reasonably satisfactory to the Company and Parentwhich shall specify that delivery shall be effected, and (B) instructions for use in effecting the surrender risk of loss and title shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Uncertificated Shares, upon adherence to the procedures set forth in the letter of transmittal, and (b) instructions for effecting the surrender of such Certificates (or effective affidavits of loss in lieu thereof) or Uncertificated Shares in exchange for the applicable Merger Consideration payable in respect thereof pursuant to such letter of transmittal. The surrender of any Uncertificated Shares shall be effected in accordance with the provisions of this Article IIIPaying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of Certificates (a Certificate or affidavits of loss in lieu thereof) for cancellation Uncertificated Shares to the Paying Agent, Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, thereto and such other documents as may reasonably be required pursuant requested by the Paying Agent, or, in the case of DTC, the customary surrender procedures of DTC and the Paying Agent, the holder of such Shares shall be entitled to receive in exchange for such instructionsproperly surrendered Shares, and Parent and the Surviving Corporation shall cause the Paying Agent to pay and deliver in exchange thereof as promptly as practicable after such proper surrender, cash in an amount equal to the Effective Time product of (x) the Cash Amount payable for each Company Share number of Shares represented by such Certificate pursuant to Section 3.7 or Uncertificated Shares, as the case may be, multiplied by (less any applicable withholding Tax pursuant to Section 3.8(e))y) the Merger Consideration, and the Certificates Certificate or Uncertificated Shares so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicescancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares will accrue on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIpayable.

Payment Procedures. (ia) With respect As soon as practicable following the occurrence of a CVR Transaction, but in no event later than thirty (30) days after the closing of such CVR Transaction, and within thirty (30) days after the end of any calendar quarter in which the Company has received Net Proceeds from any CVR Transaction, the Company will deliver to any the Holder Representative and the Rights Agent a certificate (each, a “Reporting Certificate”), certifying that the Holders are entitled to receive a CVR Payment and setting forth the Company’s calculation of the CVR Payment Amount, which immediately may be either the Initial CVR Payment Amount or a CVR Payment Adjustment Amount. (b) [reserved] (c) If no CVR Transaction has been effected prior to the Effective Time represented outstanding CVR Expiration Date, then, as soon as reasonably practicable after the CVR Expiration Date, but in no event later than thirty (30) days after the CVR Expiration Date, the Company Shares will deliver to the Holder Representative and the Rights Agent a certificate (the “Non-Achievement Certificate” and, together with the Reporting Certificate(s), the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in stating that no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately CVR Transaction has been consummated prior to the Effective TimeCVR Expiration Date. (d) If the Holder Representative does not object to any determination or calculation set forth in a Certificate by delivery of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory written notice thereof to the Company and Parent, and (B) instructions for use setting forth in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agentreasonable detail such objection, together with reasonable supporting documentation (an “Objection Notice”), within thirty (30) days following receipt of the applicable Certificate (the “Objection Period”), the Company’s determination of the non-existence of a CVR Transaction, calculation of the Initial CVR Payment Amount or calculation of any CVR Payment Adjustment Amount, as applicable, shall be final and binding on all parties. If the Holder Representative timely delivers to the Company an Objection Notice, the Company and the Holder Representative shall attempt in good faith to resolve such letter matters within thirty (30) days after receipt of transmittalthe same by the Company, duly completed and validly executed if unable to do so, the Company and the Holder Representative shall resolve any unresolved disputed in accordance with Section 8.11, which decision will be final and binding on the instructions theretoparties, and absent manifest error. The Company shall, within ten (10) Business Days following the final determination of the Initial CVR Payment Amount or any CVR Payment Adjustment Amount, as applicable, pay such other documents Initial CVR Payment Amount or CVR Payment Adjustment Amount to the Rights Agent (for the account of the Holders) by wire transfer of immediately available funds to such account as may be required pursuant designated by the Rights Agent. The Rights Agent will distribute the Initial CVR Payment Amount or CVR Payment Adjustment Amount, as applicable, to the Holders (each Holder being entitled to receive its pro rata share of such instructionsInitial CVR Payment Amount or CVR Payment Adjustment Amount, Parent shall cause as applicable, based on the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented number of CVRs held by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and Holder as reflected on the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (CVR Register on the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness date of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with Reporting Certificate or the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender date of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares final determination pursuant to this Section 3.8. Until so surrenderedAgreement, outstanding Certificates and Uncertificated Shares as applicable) (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Sharesi) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant by check mailed to the provisions address of this Article III.each such respective Holder as reflected in the CVR Register as of the close of business on the last Business Day before such CVR Payment Date, or,

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares and in any event not later than the second (2nd) Business Day following the “Certificates”)Closing Date, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior Shares whose Shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company and Parentmay mutually reasonably agree), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor an amount in cash equal to the Effective Time product of (x) the Cash Amount payable for each Company Share number of Shares represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the holder’s properly surrendered Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, effective affidavits of transfer as the Paying Agent may reasonably requestloss in lieu thereof) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Book-Entry Shares and (By) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesMerger Consideration. No interest shall be paid or accrued for on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on Company, payment of the Merger Consideration payable upon the due surrender of a Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and Uncertificated Shares pursuant effect such transfer and to this Section 3.8. Until so surrenderedevidence that any applicable stock transfer Taxes have been paid or are not applicable. (iii) The Paying Agent, outstanding Certificates the Company, the Surviving Corporation, Parent and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) Merger Sub, as applicable, shall be deemedentitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, from and after as amended (the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e“Code”), payable or under any provision of applicable state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld and timely and properly paid over to the relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction or withholding was made.

Payment Procedures. (i) With respect Promptly after the Effective Time (but no later than three (3) Business Days after the Effective Time), the Exchange Agent will mail to any each holder of record of a certificate which representing outstanding shares of Company Common Stock immediately prior to the Effective Time represented outstanding Company Shares (a “Certificate”) whose shares were converted into the “Certificates”), Parent and right to receive the Surviving Corporation shall cause the Paying Agent Merger Consideration pursuant to mail, promptly following the Effective Time Section 2.01(a): (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates (A1) a letter of transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to Certificates held by such holder will pass, only upon proper delivery of such Certificates to the Exchange Agent in accordance with the procedures set forth in the letter of transmittal and which shall be in customary form and substance reasonably satisfactory to Parent and the Company and Parent, and Company; and (B2) instructions for use in effecting the surrender of such Certificates in exchange for the Merger Consideration with respect to such shares; provided, however, with respect to each holder of Certificates whose shares cease to be Dissenting Shares following the Effective Time pursuant to Section 2.05, Parent shall instruct the Exchange Agent promptly after the date on which Parent becomes aware that such Dissenting Shares have ceased to be Dissenting Shares to mail to such holder the letter of transmittal and instructions referred to above with respect to such shares. (ii) Upon surrender to, and acceptance in accordance with Section 2.03(b)(iii) by, the Exchange Agent of a Certificate (or affidavits of loss in lieu thereofthereof under Section 2.03(g)) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such the letter of transmittal, if applicable, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may the holder thereof will be required pursuant entitled to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after Merger Consideration payable in respect of the Effective Time the Cash Amount payable for each number of shares of Company Share Common Stock formerly represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7under this Agreement. (iii) The Paying Exchange Agent shall will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof of the Certificates in accordance with normal customary exchange practices. (iv) Notwithstanding anything herein to the contrary, any holder of uncertificated shares of Company Common Stock (including any shares held pursuant to the Company Benefit Plans) represented by book entry immediately prior to the Effective Time and whose shares were converted into the right to receive the Merger Consideration (“Book-Entry Shares”), shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent. In lieu thereof, each holder of record of one (1) or more Book-Entry Shares that are converted into the right to receive the Merger Consideration shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, cash in an amount equal to the Merger Consideration multiplied by the number of uncertificated shares of Company Common Stock previously represented by such Book-Entry Shares. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares. (v) From and after the Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book-Entry Shares, and if any Certificate or Book-Entry Share is presented to the Company for transfer, such Certificate or Book-Entry Share shall be canceled against delivery of the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share. (vi) If any Merger Consideration is to be remitted to a name other than that in which a Certificate or Book-Entry Share is registered, no Merger Consideration may be paid in exchange for such surrendered Certificate or Book-Entry Share unless: (1) either (A) the Certificate so surrendered is properly endorsed, with signature guaranteed, or otherwise in proper form for transfer or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall (A) pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate or Book-Entry Share or (B) establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. (vii) At any time after the Effective Time until surrendered as contemplated by this Section 2.03, each Certificate or Book-Entry Share shall be deemed to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share as contemplated by Section 2.01(a). No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to of the provisions shares of this Article IIICompany Common Stock represented by Certificates or Book-Entry Shares.

Payment Procedures. (a) Within ten (10) Business Days following receipt of any LO2A Consideration by the Wize Subsidiaries, or to the extent applicable, by Wize, Wize shall deliver to the Rights Agent (x) an Officer’s Certificate certifying the CVR Payment Amount, if any, received by the Wize Subsidiaries, or to the extent applicable, Wize (or its Affiliates), with a copy to the Holders’ Representative (the “CVR Certificate”) and (y) the CVR Payment Amount. If the CVR Payment Amount is to be paid in cash, then such amount will be transferred by wire transfer of immediately available funds to an account designated in writing by the Rights Agent, the applicable CVR Payment Amount, if any. To the extent that any CVR Payment Amount is paid to the Rights Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the Holders and any delay, failure or mistake in payment by Rights Agent shall not be the liability or obligation of Wize or the Wize Subsidiaries, as applicable (it being clarified such delay, failure or mistake in payment by Rights Agent being treated, and subject to the liability limitations, set forth in Article III). If the Wize Subsidiaries, or to the extent applicable, the Company fails to timely deliver the CVR Payment Amount (as may be adjusted upwards following resolution of a disagreement underlying a Notice of Objection) due hereunder to the Rights Agent, other than due to reasons which are a ‘force majeur’ or act of God, then, without derogating from the other rights and remedies available herein, such CVR Payment Amount shall bear a default interest of 6% per annum (from the date it was due until the transfer date) and such default interest shall be added to, and become part of, the CVR Payment Amount. (b) On or prior to the 10th Business Day immediately following delivery of the CVR Certificate and the applicable CVR Payment Amount to the Rights Agent in accordance with Section 2.05, the Rights Agent shall (i) With respect send each Holder a copy of such CVR Certificate to any certificate which immediately prior such Holder’s registered address and (ii) distribute the CVR Payment Amount, if any, to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed Holders pro rata in accordance with their respective CVRs as reflected on the instructions theretoCVR Register, and by checks (if such other documents payment is to be made in cash) mailed to the respective addresses of such Holders as may be required pursuant to reflected in the CVR Register (the earlier of such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), 10th Business Day and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented date on which the Rights Agent distributes the CVR Payment in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)accordance with this subsection(b), in each case promptly following the Effective Time and upon surrender thereof if a CVR Payment Amount shall have been required to be delivered to the Paying Rights Agent by receipt of an in accordance with Section 2.05, the “agent’s message” CVR Payment Date”). (or such other evidence, if any, of transfer as the Paying Agent may reasonably requestc) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nomineesWize Subsidiaries, or to holders of Uncertificated Shares, in each case to the extent applicable, Wize shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Wize or the applicable or required, any notice subsidiary of Wize is required to deduct and withhold with respect to the effectiveness making of such payment under the U.S. Internal Revenue Code of 1986, as amended, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holders in respect of which such deduction and withholding was made. The Wize Subsidiaries, or to the extent applicable, the Company and the Holders’ Representative may agree to defer any payment of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with CVR Payment Amount as needed to secure a tax ruling or other procedure that would allow Wize to refrain from deducting or reduce the Paying Agent and DTC amount to ensure that be deducted, at source from the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7CVR Payment Amount. (iiid) The Paying Any portion of a CVR Payment Amount that remains undistributed by the Rights Agent to the Holders (including by means of uncashed checks or invalid addresses on the CVR Register) twelve (12) months after the relevant CVR Payment Date shall be delivered by the Rights Agent to Wize, and any Holder shall thereafter look only to Wize for payments of such CVR Payment Amount, without interest, but such Holder shall have no greater rights against Wize than those accorded to general unsecured creditors of Wize under applicable law. Neither Wize nor the Rights Agent shall accept such Certificates and transferred Uncertificated Shares upon be liable to any Holder in respect of any cash delivered to a public official in compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e)state, payable in respect thereof federal or other abandoned property, escheat or similar law. If any checks delivered pursuant to the provisions hereof shall not have been cashed prior to the date on which the cash in respect of this Article IIIsuch checks would otherwise escheat to or become the property of any governmental authority, any cash in respect of such checks shall, to the extent permitted by law, immediately prior to such time become the property of Wize. Thereafter, Wize shall be responsible for compliance with unclaimed property obligations.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (and in any event not later than the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly second business day following the Effective Time (but or, in no event the case of clause (y) below, not later than the fifth (5th) Business Day thereafterdate the first payroll checks are paid to employees of the Surviving Corporation following the Effective Time), (x) the Paying Agent shall mail to each holder of record (as of immediately prior Shares whose Shares were converted into the Merger Consideration pursuant to the Effective Time) of such Certificates Section 2.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other customary provisions as Parent and the Company and Parentmay mutually agree), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration and (y) the Paying Agent or the Surviving Corporation shall pay to each holder of a Company Stock Option or a Company Stock-Based Award the amount due and payable to such holder pursuant to Section 5.5 hereof in respect thereof pursuant to the provisions of this Article III. such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor a check in an amount equal to the Effective Time product of (x) the Cash Amount payable for each Company Share number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate pursuant may be paid to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and such a transferee if the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Certificate formerly representing such Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof is presented to the Paying Agent Agent, accompanied by receipt of an “agent’s message” all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes (as hereinafter defined) have been paid or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7are not applicable. (iii) The Paying Agent shall accept shall, at the Surviving Corporation’s request, deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options or Company Stock-Based Awards, such Certificates amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (the “Code”) or any provision of U.S. state or local Tax Law with respect to the making of such payment, and transferred Uncertificated Shares upon compliance with pay such reasonable terms amounts to the Surviving Corporation for payment over to the applicable Governmental Entity (as hereinafter defined). To the extent that amounts are so withheld or deducted and conditions as paid over to the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid or accrued for to the benefit of holders holder of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting holder of the Company Shares) shall be deemedStock Options or Company Stock-Based Awards, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIwhich such deduction and withholding were made.

Payment Procedures. Promptly following the Closing (iand in any event within three (3) With respect to any certificate which immediately prior to Business Days following the Effective Time represented outstanding Company Shares (the “Certificates”Closing), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares, Owned Company Shares and Subsidiary Owned Shares, as applicable) (the “Certificates”) or (ii) uncertificated shares of Company Common Stock (other than Dissenting Company Shares, Owned Company Shares and Subsidiary Owned Shares, as applicable) (the “Uncertificated Shares”): (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares, as applicable, in exchange for the Merger Consideration Per Share Price, payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Common Stock represented by such Certificate pursuant Certificate; by (y) the Per Share Price (subject to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)2.13), and the Certificates so surrendered shall will forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in each case exchange therefor an amount in cash equal to the extent applicable or requiredproduct obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (subject to Section 2.13), any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying so surrendered will be cancelled. The Payment Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price, payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.10(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, Per Share Price without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (and in any event not later than the “Certificates”)third Business Day following the Closing Date, Parent and the Surviving Corporation shall cause the Paying Exchange Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (of shares of Company Common Stock or Company Preferred Stock whose shares were converted into the right to receive the Merger Consideration or the Preferred Merger Consideration, as of immediately prior applicable, pursuant to the Effective Time) of such Certificates Section 2.1, (A) a letter of transmittal in customary form reasonably satisfactory with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company and Parentmay mutually reasonably agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to or the provisions of this Article III. Upon Preferred Merger Consideration, as applicable. (ii) On surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e))or, in each the case promptly following the Effective Time and upon surrender thereof to the Paying Agent by of Book-Entry Shares, receipt of an “agent’s message” by the Exchange Agent, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificates (or such other evidence, if any, effective affidavits of transfer as the Paying Agent may reasonably requestloss in lieu thereof) (but or Book-Entry Shares shall be entitled to receive in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate toexchange therefor, and Parent the Exchange Agent shall cause the Paying Agent to, (A) be required to promptly deliver to DTC or its nomineeseach such holder, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger Consideration or the Preferred Merger Consideration, as applicable, into which the shares represented by such Certificates or Book-Entry Shares have been converted pursuant to this Article 2 (together with any Fractional Share Cash Amount and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC dividends or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount other distributions payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices2.2(c)). No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates and Uncertificated Shares on loss in lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration or Preferred Merger Consideration, as applicable, is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration or Preferred Merger Consideration, as applicable, to a Person other than the registered holder of the Certificate surrendered or shall have established that such Tax either has been paid or is not required to be paid. (iii) The Exchange Agent, the Company, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable upon the surrender to holders of such Certificates and Uncertificated Shares Company Common Stock or Company Preferred Stock pursuant to this Article 2 such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or foreign Tax Law with respect to the making of such payment; it being understood that, provided that the representation and warranty of the Company in Section 3.8. Until so surrendered, outstanding Certificates 3.15(c) is true and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after correct as of the Effective Time, to evidence only no deduction or withholding shall be made under the right to receive the Merger ConsiderationLaws of Canada (or any province thereof) from any such amounts (other than, without interest thereonfor greater certainty, less (A) any applicable withholding Tax pursuant to dividend or other distribution referenced in Section 3.8(e2.2(c), payable and (B) amounts referred to in Section 2.3 that are attributable to personal services performed by the applicable payee in Canada or any province thereof or by an applicable payee who is a resident, for income Tax purposes, of Canada) except to the extent that any such deduction or withholding shall be required by a change in Law after the date of this Agreement. To the extent that amounts are so deducted or withheld and timely paid over to the relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction or withholding was made.

Payment Procedures. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly Promptly following the Effective Time (but in no event later more than the fifth ten (5th10) Business Day business days thereafter), Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates a certificate or certificates (Athe “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon delivery of the Certificates to the Payment Agent, and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))provisions of this Article II, and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), Consideration payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to As promptly as practicable after the Effective Time represented outstanding Company Shares Time, but in any event no later than three (3) Business Days following the “Certificates”)Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to Person who was, at the Effective Time) , a registered holder of such Certificates Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (A) a letter of transmittal (which shall be in customary form for a company incorporated in the Cayman Islands reasonably satisfactory acceptable to Parent and the Company, and shall specify the manner in which the delivery of the Exchange Fund to registered holders of Shares (other than the Excluded Shares and the Dissenting Shares) shall be effected and contain such other provisions as Parent and the Company and Parent, may mutually agree) and (B) instructions for use in effecting the surrender of the Certificates Shares pursuant to such letter of transmittal. At the Effective Time, Parent shall also cause the Paying Agent to deliver to the Surviving Company a cash amount in immediately available funds sufficient to make the payments described under Section 3.04(b) and Section 3.04(c) and the Surviving Company shall make such payments to the Persons entitled to receive such amounts through its payroll or the designated agent of such Persons, subject to all applicable income and employment Taxes and other authorized deductions (including pursuant to Section 3.06) as well as completeness of registrations under SAFE Share Incentive Rules and Regulations. (ii) Upon surrender to the Paying Agent of a Share Certificate (or affidavits affidavit and indemnity of loss in lieu thereofof the Share Certificate as provided in Section 3.02(g)) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and and/or such other documents as may be required pursuant to such instructions, Parent shall cause instructions to the Paying Agent to pay and deliver as promptly as practicable after in accordance with the Effective Time terms of such letter of transmittal, duly executed in accordance with the Cash Amount payable for instructions thereto, each Company Share registered holder of Shares represented by such Share Certificate pursuant and each registered holder of Uncertificated Shares shall be entitled to receive in exchange therefor an amount equal to (x) the number of Shares represented by such Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 3.7 3.02(g)) or the number of Uncertificated Shares multiplied by (less any applicable withholding Tax pursuant to Section 3.8(e))y) the Merger Consideration, and the Certificates Share Certificate so surrendered shall forthwith be canceledmarked as cancelled. (iiiii) With respect Prior to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”)Effective Time, Parent and the Company shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC the Depositary to ensure that (A) the Paying Agent will transmit to DTC or its nominees the Depositary as soon promptly as reasonably practicable after following the Effective TimeTime (but in any event no later than three (3) Business Days) an amount in cash in immediately available funds equal to the product of (x) the number of ADSs issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares and Dissenting Shares) and (y) the Merger Consideration, and (B) the Depositary will distribute the Merger Consideration to holders of ADSs pro rata to their holdings of ADSs (other than ADSs representing Excluded Shares and Dissenting Shares) upon surrender by them of Company Shares held the ADSs. The holders of record ADSs shall bear any applicable fees, charges and expenses of the Depositary and government charges due to or incurred by DTC or its nominees the Depositary in accordance connection with DTC’s customary surrender proceduresdistribution of the Merger Consideration to holders of ADSs, including applicable ADS cancellation fees, and any such fees, charges and expenses incurred by the Cash Amount payable Depositary shall be treated for each such Uncertificated Share pursuant all purposes of this Agreement as having been paid to Section 3.7the holders of ADSs. (iiiiv) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares will accrue on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), amount payable in respect thereof of the Shares (including Shares represented by ADSs) pursuant to the provisions of this Article ARTICLE III. In the event of a transfer of ownership of Shares that is not registered in the register of members of the Company, the Merger Consideration in respect of such Shares may be paid to such transferee upon delivery of evidence to the satisfaction of Parent (or any agent designated by Parent) of such transferee’s entitlement to the relevant Shares and evidence that any applicable share transfer Taxes have been paid or are not applicable.

Payment Procedures. (ia) With Prior to the Partnership Merger Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as paying agent with respect to any certificate which the Mergers (the “Paying Agent”). At or prior to the Partnership Merger Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent a cash amount in U.S. dollars that, when taken together with available cash of the Acquired Companies that is deposited with the Paying Agent at the Partnership Merger Effective Time, is sufficient in the aggregate to enable the Paying Agent to make the payments of the applicable Merger Consideration pursuant to Section 3.1(a)(i) and Section 3.2(a)(i) to holders of Partnership Units and Company Common Stock, as applicable, outstanding immediately prior to the Partnership Merger Effective Time represented outstanding or Company Shares Merger Effective Time, as applicable, less the Partnership Unit Consideration or Common Stock Consideration, as applicable, to be paid in respect of the Company Compensatory Awards, which amounts in respect thereof shall be paid or delivered directly to the Surviving Company in accordance with Section 3.4(e) (the “CertificatesExchange Fund”). The Paying Agent shall make payments of the Merger Consideration out of the Exchange Fund in accordance with this Agreement. Any and all interest earned on cash deposited in the Exchange Fund shall be paid to the Surviving Company. (b) Within five Business Days after the Company Merger Effective Time, Parent and the Surviving Corporation Entities shall cause the Paying Agent to mailto, promptly following in accordance with, and as required by the Effective Time Paying Agent’s customary procedures: (but in no event later than the fifth (5thi) Business Day thereafter), mail to each holder of record of Book-Entry Shares, that (as of 1) immediately prior to the Partnership Merger Effective Time, represented outstanding Partnership Units, or (2) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory immediately prior to the Company and ParentMerger Effective Time, represented outstanding shares of Company Common Stock, and which were converted into the right to receive the Partnership Unit Consideration or the Common Stock Consideration pursuant to Section 3.1(a)(i) and Section 3.2(a)(i), as applicable (B) instructions for use in effecting including, with respect to the surrender of Restricted Stock and the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof Deferred Stock Awards, pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereofSection 3.4(a) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e3.4(b)), an instruction request letter (which shall be in customary form and have such other provisions as Parent and the Certificates so surrendered Company shall forthwith be canceled.reasonably agree), including instructions for effecting the exchange of Book-Entry Shares for the applicable Merger Consideration; and (ii) With respect subject to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”requirements of this Section 3.3(b), Parent shall cause make, and the Paying Agent shall make, delivery and disbursement of the applicable Merger Consideration out of the Exchange Fund to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and holders of such Book-Entry Shares upon surrender thereof to the Paying Agent of such Book-Entry Shares (which shall be deemed surrendered upon receipt by receipt the Paying Agent of an “agent’s message” (in customary form or such other evidence, if any, of transfer evidence as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case case, other than the holders of the Company Compensatory Awards and less any applicable Taxes required to the extent applicable or required, any notice be withheld with respect to the effectiveness such payment as provided in Section 3.5. (c) The exchange of the Merger and any instructions for surrendering Uncertificated Book-Entry Shares and (B) establish procedures representing Partnership Units or Company Common Stock, as applicable, shall be effected in accordance with the Paying Agent Agent’s customary procedures with respect to book-entry securities. The Book-Entry Shares so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Partnership Units or Company Common Stock that is not registered in the transfer records of the Partnership or the Company, as applicable, payment of the applicable Merger Consideration may be made to a Person other than the Person in whose name the Book-Entry Share so surrendered is registered if such Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and DTC the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to ensure the reasonable satisfaction of Parent that the Paying Agent will transmit to DTC such Taxes have been paid or its nominees are not applicable. Until surrendered as soon as practicable contemplated by this Section 3.3, each Book-Entry Share shall be deemed at any time after the Partnership Merger Effective Time or Company Merger Effective Time, as applicable, to represent only the right to receive upon such surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesapplicable Merger Consideration. No interest shall be paid or accrued for the benefit of shall accrue on any payment to holders of Book-Entry Shares hereunder. (d) On or after the Certificates first anniversary of the Company Merger Effective Time, the Surviving Company shall be entitled to cause the Paying Agent to deliver to the Surviving Company any funds made available by Parent to the Paying Agent which have not been disbursed to holders of Book-Entry Shares representing Partnership Units or Company Common Stock, as applicable, and Uncertificated thereafter, such holders shall be entitled to look to the Surviving Company with respect to the cash amounts payable upon surrender of their Book-Entry Shares. None of Parent, the Surviving Entities, the Paying Agent or any other Person shall be liable to any holder of Partnership Units or Company Common Stock, as applicable, for any Merger Consideration or other amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of Partnership Units or Company Common Stock, as applicable, immediately prior to the time at which such amounts would otherwise escheat to, or become the property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto. (e) As of the Partnership Merger Effective Time and the Company Merger Effective Time, as applicable, the stock or unit transfer books of the Partnership and the Company, as applicable, shall be closed, and thereafter, there shall be no further registration of transfers of Partnership Units or Company Common Stock. The applicable Merger Consideration paid in accordance with the terms of this Article III upon surrender of Book-Entry Shares on representing Partnership Units and Company Common Stock, as applicable, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Book-Entry Shares. From and after the Partnership Merger Effective Time, the holders of Partnership Units outstanding immediately prior to the Partnership Merger Effective Time shall cease to have any rights with respect to such Partnership Units except as otherwise provided for herein or by applicable Law. From and after the Company Merger Effective Time, the holders of Company Common Stock outstanding immediately prior to the Company Merger Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided for herein or by applicable Law. If, after the Partnership Merger Effective Time or Company Merger Effective Time, as applicable, Book-Entry Shares representing Partnership Units or Company Common Stock, as applicable, are presented to the Paying Agent, Surviving Company or Surviving Partnership for transfer, they shall be cancelled and exchanged as provided in this Agreement. (f) After the Closing Date, the Paying Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Company. Any interest and other income resulting from such investments shall be paid to the Surviving Company. Until the termination of the Exchange Fund, to the extent that there are losses with respect to such investments, or the cash portion of the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration payable upon as contemplated hereby, the surrender Surviving Company shall promptly replace or restore the cash portion of the Exchange Fund lost through investments or other events so as to ensure that the cash portion of the Exchange Fund is, at all times, maintained at a level sufficient to make all such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIpayments.

Payment Procedures. Promptly (iand in any event within three (3) With respect to any certificate which immediately prior to Business Days) following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation Merger Sub shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates a certificate or certificates (Athe “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon delivery of the Certificates to the Payment Agent and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), Consideration payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (and in any event not later than the “Certificates”)second Business Day following the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (as of immediately prior to the Effective Time) of such Certificates (Ax) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates or Book-Entry Shares shall pass, only upon delivery of Certificates (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company and Parentmay reasonably specify), and (By) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration Consideration. On the Closing Date, Parent shall cause the Paying Agent also to deliver, or cause to be delivered, to each holder of a Company Stock Option by wire transfer the amount due and payable to such holder pursuant to Section 5.5 hereof in respect thereof pursuant to the provisions of this Article III. such Company Stock Option. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying AgentAgent together with, together with in the case of Certificates, such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt by the Paying Agent of an “agent’s message,” and such other documents as may customarily be required pursuant by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such instructions, Parent shall cause a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent Agent, accompanied by all documents required to pay evidence and deliver effect such transfer and to evidence that any applicable stock transfer Taxes (as promptly defined in Section 3.15(b)) have been paid or are not applicable. Until surrendered as practicable contemplated by this Section 2.2, each Certificate or Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the Cash Amount payable for each Company Share represented right to receive upon such surrender the applicable Merger Consideration as contemplated by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7this Article II. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as For the avoidance of doubt, the Paying Agent may impose Agent, the Surviving Corporation and Parent shall each be entitled to effect an orderly exchange thereof deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as defined in accordance with normal exchange practices. No interest Section 3.3(b)), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid or accrued for to the benefit of holders holder of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting holder of the Company Shares) shall be deemedStock Options, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIwhich such deduction and withholding were made.

Payment Procedures. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following As soon as reasonably practicable after the Effective Time (but in no event later than five Business Days following the fifth (5th) Business Day thereafterEffective Time), the Parent will cause the Paying Agent to mail to each holder of record (as of immediately prior whose Shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration pursuant to Section 3.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Company Paying Agent and Parentshall be in such form and have such other provisions as agreed between the Parent and the Company), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. The Exchange Fund shall not be used for any purpose other than to fund payments in accordance with this Agreement. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause or the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s ’ s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of Book-Entry Shares, and such other documents as may customarily be required by the Paying Agent, including a declaration form in which the holder of record of Certificate Shares states whether the holder is a resident of Israel as defined in the Israeli Tax Code and provides such other information as is required pursuant to the Israeli Tax Code and the Israeli Withholding Tax Ruling, if obtained, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (but subject to any applicable withholding Tax as specified in no event Section 3.2(b)(iii)) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration, not later than the fifth five (5th5) Business Day thereafter). The Company and Parent shall cooperate tofollowing Payment Agent’s receipt of such Certificates (or affidavit of loss in lieu thereof) or Book-Entry Shares, and Parent such Certificates or Book-Entry Shares shall cause be cancelled. No interest will be paid or accrued on any amount payable upon the surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, any amounts payable upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent toAgent, (A) deliver is properly endorsed or otherwise in proper form for transfer and is accompanied by all documents required to DTC or its nominees, or evidence and effect such transfer and to holders of Uncertificated Shares, in each case evidence to the extent Surviving Corporation’s reasonable satisfaction that any applicable Taxes have been paid or requiredare not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share shall be deemed at any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable time after the Effective Time, Time to represent only the right to receive upon such surrender of Company Shares held of record by DTC or its nominees and in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7terms hereof the Merger Consideration as contemplated by this Article III. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as Notwithstanding anything to the contrary in this Agreement, each of the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest Agent, Merger Sub, the Parent and the Surviving Corporation shall be paid or accrued for the benefit of holders of the Certificates entitled to deduct and Uncertificated Shares on the Merger Consideration withhold from any consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing Agreement to any Canceled holder or former holder of Company Shares or Dissenting and Company Shares) shall be deemed, from and after Share Options (in the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant case of Company Share Options subject to the provisions of Section 3.3 hereunder), such amounts as may be required to be deducted or withheld therefrom under the Code, the Israeli Tax Code, or under any provision of state, local, Israeli or other applicable Law or any other applicable legal requirement; provided that (i) if the Israeli Withholding Tax Ruling is obtained, deduction and withholding of any amounts under the Israeli Tax Code or any other provision of Israeli law, if any, shall be made only in accordance with the provisions of the Israeli Withholding Tax Ruling, and (ii) if any holder of Company Shares provides the Paying Agent, the Parent or the Surviving Corporation with a valid approval or ruling issued by the applicable Governmental Authority regarding the withholding (or reduction or exemption from withholding) of Israeli Tax from the consideration payable or otherwise deliverable pursuant to this Article IIIAgreement, which in the reasonable discretion of Israeli counsel to the Parent is sufficient to enable the Parent to conclude that no withholding or a reduced rate of withholding, as applicable, of Israeli Tax is required, then the deduction and withholding of any amounts under the Israeli Tax Code or any other provision of Israeli law, if any, from the consideration payable to such holder shall be made only in accordance with the provisions of such approval or ruling. To the extent such amounts are so deducted or withheld, (i) the Paying Agent, the Parent and/or the Surviving Corporation, as applicable, shall provide the holder of Company Shares from whom an amount was deducted or withheld with a written notice, as may be required by any applicable Law, stating the amount so deducted or withheld, (ii) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid, and (iii) the Paying Agent and/or the Parent shall cause such amounts to be paid to the proper taxing authorities in accordance with applicable Laws not earlier than three (3) Business Days prior to the last day on which such payment is required, provided, however, that any such withheld or deducted amounts (or such applicable portion thereof) shall be released to any holder of Company Shares when and to the extent that the Paying Agent or the Parent has received, at least four (4) Business Days prior to the last day on which the amounts so withheld or deducted must be paid to the applicable authority (and before such amounts are paid), certificates or forms issued by the applicable tax authority as are sufficient, under applicable Law, to establish that withholding is not required, in whole or in part, with respect to Merger Consideration payable to such holder of Company Shares.

Payment Procedures. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount Merger Consideration payable for each Company Share represented by such Certificate pursuant to Section 3.7 2.7 (less any applicable withholding Tax pursuant to Section 3.8(e2.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount Merger Consideration payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e2.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount Merger Consideration payable for each such Uncertificated Share pursuant to Section 3.72.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax Taxes pursuant to Section 3.8(e2.8(e), payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. Promptly following the Effective Time, Parent shall cause to be mailed to each holder of record as of the Effective Time of (i) With respect to any a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock or (the ii) shares of Company Common Stock represented by book-entry (“Certificateseach, a “Book-Entry Share”), Parent and in each case, whose shares were converted into the Surviving Corporation shall cause right to receive the Paying Agent Merger Consideration pursuant to mail, promptly following the Effective Time Section 3.7 (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates (Ax) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon proper delivery of the Certificates to the Payment Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (By) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIConsideration. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, thereto and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof or delivery to the Paying Payment Agent by receipt of an “agent’s message” in respect of Book-Entry Shares (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share holder shall be entitled to receive in exchange therefor a check in the amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.7. 3.10(d)) equal to the product of (iiix) the number of shares represented by such holder’s properly surrendered Certificates and/or Book-Entry Shares, as applicable, and (y) the per share Merger Consideration, and the Certificates and Book-Entry Shares so surrendered shall forthwith be canceled. The Paying Payment Agent shall accept such Certificates and transferred Uncertificated Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Book-Entry Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. (i) With respect Each Borrower shall make each payment under this Agreement and under the Notes not later than 11:00 a.m. (Houston, Texas time) on the day when due in Dollars or in the applicable currency, to the applicable Administrative Agent at the location referred to in the Notes (or such other location as the applicable Administrative Agent shall designate in writing to the applicable Borrower) in Same Day Funds and, as to payments of principal (other than under Section 2.6), accompanied by a Notice of Optional Payment or Notice of Mandatory Payment, as applicable, from the applicable Borrower, with appropriate insertions. The applicable Administrative Agent will promptly thereafter, and in any certificate which immediately event prior to the Effective Time represented outstanding Company Shares (close of business on the “Certificates”)day any timely payment is made, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior be distributed like funds relating to the Effective Time) payment of such Certificates principal, interest or fees ratably (A) a letter of transmittal in customary form reasonably satisfactory other than amounts payable solely to the Company and Parentapplicable Administrative Agent, and (B) instructions for use in effecting the surrender of the Certificates (specific Issuing Lender or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof a specific Lender pursuant to the provisions terms of this Article III. Upon surrender of Certificates (or affidavits of loss Agreement) in lieu thereof) for cancellation accordance with each Lender’s Applicable Pro Rata Share to the Paying AgentLenders for the account of their respective applicable Lending Offices, together with and like funds relating to the payment of any other amount payable to any Lender to such letter Lender for the account of transmittalits applicable Lending Office, duly completed and validly executed in each case to be applied in accordance with the instructions theretoterms of this Agreement. Upon receipt of other amounts due solely to the applicable Administrative Agent, and a specific Issuing Lender, the Swing Line Lender, or a specific Lender, the applicable Administrative Agent shall distribute such other documents as may amounts to the appropriate party to be required pursuant to such instructions, Parent shall cause applied in accordance with the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceledterms of this Agreement. (ii) With respect to non-certificated Company Shares represented the repayment or prepayment of Canadian Advances hereunder, the Canadian Administrative Agent may assume that the Canadian Borrower has made such prepayment or repayment, as applicable, on the date designated therefor as described in book-entry form the Notice of Optional Payment or Notice of Mandatory Payment, as applicable, and the Canadian Administrative Agent may, in reliance upon such assumption, cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable solely to the “Uncertificated Shares”)applicable Administrative Agent, Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax specific Issuing Lender or a specific Lender pursuant to Section 3.8(e)), the terms of this Agreement) in accordance with each case promptly following the Effective Time and upon surrender thereof Canadian Facility Lender’s Applicable Pro Rata Share to the Paying Agent by receipt Canadian Facility Lenders for the account of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate totheir respective applicable Lending Offices, and Parent shall cause like funds relating to the Paying Agent to, (A) deliver payment of any other amount payable to DTC or any Canadian Facility Lender to such Canadian Facility Lender for the account of its nominees, or to holders of Uncertificated Sharesapplicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. If and to the extent applicable that the Canadian Borrower shall not have so made its payment or requiredprepayment, any notice with respect as applicable, on the designated date therefor as described in the Notice of Optional Payment or Notice of Mandatory Payment, as applicable, each Canadian Facility Lender agrees to immediately repay to the effectiveness Canadian Administrative Agent on demand such corresponding amount, together with interest on such amount, for each day from the date such amount is made available to such Canadian Facility Lender until the date such amount is repaid to the Canadian Administrative Agent, at the lesser of (A) the Merger and any instructions Overnight Rate for surrendering Uncertificated Shares such day and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each Maximum Rate. If such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent Canadian Facility Lender shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant repay to the provisions Canadian Administrative Agent such corresponding amount and interest as provided above, such corresponding amount so repaid shall constitute such Canadian Facility Lender’s Advance as part of a Canadian Borrowing for purposes of this Article IIIAgreement.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable following the Effective Time represented outstanding Company Shares (the “Certificates”)Closing, Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates (A) mail a letter of transmittal in customary the form supplied by Parent (the “Letter of Transmittal”) to each Company Stockholder, Company Warrantholder and each Non-Employee Company Option Holder at the address set forth opposite each such Person’s name on the Closing Spreadsheet. (ii) For Company Stockholders, after receipt by the Payment Agent of a Letter of Transmittal (with respect to shares of Company Capital Stock) and any other documents (including applicable Tax forms and a duly executed Joinder Agreement) that Parent or the Payment Agent may reasonably satisfactory require in connection therewith (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto and the original certificate representing shares of Company Capital Stock (a “Company Stock Certificate”) or Affidavit of Loss therefor, Parent shall cause the Payment Agent to pay to the holder of such Company and Parent, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) Stock Certificate in exchange for therefor that portion of the Merger Consideration payable in respect thereof thereto pursuant to Section 1.3(b)(i)-(x) (less (A) the provisions cash amounts to be withheld and deposited in the Escrow Fund on such holder’s behalf pursuant to Section 2.3(b)(ii), and, if applicable, (B) the cash amounts to be deposited with the Stockholders’ Representative on such holder’s behalf pursuant to Section 2.3(b)(iii)), and the Company Stock Certificate so surrendered shall be cancelled. No portion of this Article III. Upon the Merger Consideration shall be paid or payable to the holder of any Company Stock Certificate until the holder of record of such Company Stock Certificate shall surrender of Certificates such Company Stock Certificate (or affidavits Affidavit of loss Loss therefor) and validly executed Exchange Documents in lieu thereofaccordance with the terms and conditions hereof. (iii) For Company Warrantholders and Non-Employee Company Option Holders, after receipt by the Payment Agent of the Exchange Documents and any other documents (including applicable Tax forms) that Parent or the Payment Agent may reasonably require in connection therewith (which for cancellation to the Paying Agentavoidance of doubt, together with such letter will not include a Joinder Agreement), each of transmittal, which shall be duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Payment Agent to pay and deliver as promptly as practicable after to the Effective Time applicable Company Warrantholder or Non-Employee Company Option Holder in exchange therefor that portion of the Cash Amount Merger Consideration payable for each Company Share represented by such Certificate in respect thereto pursuant to Section 3.7 (less any applicable withholding Tax pursuant to 1.3(c)(i) and Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request1.3(d) (but in no event later than the fifth (5th) Business Day thereafteras applicable). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness No portion of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest Consideration shall be paid or accrued for payable to a Company Warrantholder or Non-Employee Company Option Holder without executed Exchange Documents in accordance with the benefit of holders of the Certificates terms and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIconditions hereof.

Payment Procedures. (i) With respect As soon as reasonably practicable after Parent’s deposit of the Additional Merger Consideration portion of the Payment Fund pursuant to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”)Section 2.4(a) hereof, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time shall deliver: (but in no event later than the fifth (5thA) Business Day thereafter), to each holder of record (as of a certificate or certificates that, immediately prior to the Effective Time) , represented outstanding shares of such Certificates Company Common Stock (Aeach, a “Certificate”), which holder’s shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (x) a customary form of letter of transmittal in customary form (the “Letter of Transmittal”), reasonably satisfactory acceptable to Parent and the Company, specifying that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; and (By) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable Consideration; and (B) to each holder of an outstanding Company Stock Option entitled to receive the Option Consideration: (x) an option surrender agreement (an “Option Surrender Agreement”) that shall be in respect thereof pursuant to substantially the provisions form attached hereto as Exhibit A; and (y) instructions for use in effecting the surrender of this Article III. such Company Stock Option in exchange for the Option Consideration. (ii) Upon surrender of Certificates (or affidavits of loss in lieu thereof) a Certificate for cancellation to the Paying Agent, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed executed, or an “agent’s message” in accordance with the instructions theretocase of a book entry transfer, and such any other documents as may be reasonably required pursuant to such instructions, by Parent shall cause or the Paying Agent Agent, (A) the holder of a Certificate shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor an amount equal to the Effective Time product of the Cash Amount payable for each Merger Consideration multiplied by the number of shares of Company Share Common Stock formerly represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))the surrendered Certificate, and (B) the Certificates Certificate so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”). Until surrendered as contemplated by this Section 2.4, Parent each Certificate shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less be deemed at any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following time after the Effective Time and to represent only the right to receive upon such surrender thereof to the Paying Agent appropriate amount of Merger Consideration as contemplated by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in Section 2.1. In no event later than shall the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause holder of any such surrendered Certificate be entitled to receive any interest on any cash to be received in the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7Merger. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as Upon surrender of a Company Stock Option for cancellation to the Paying Agent may impose Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by Parent or the Paying Agent, (A) the holder of the Company Stock Option shall be entitled to effect an orderly receive in exchange thereof therefor the amount of cash that such holder has the right to receive pursuant to the provisions of Section 2.2, and (B) the Company Stock Option so surrendered shall be canceled. Until surrendered in accordance with normal exchange practices. No interest the provisions of this Section 2.4, each outstanding Company Stock Option shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing deemed at any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and time after the Effective Time, Time to evidence represent for all purposes only the right to receive the Merger Option Consideration, without . In no event shall the holder of any Company Stock Option be entitled to receive any interest thereon, less on any applicable withholding Tax pursuant cash to Section 3.8(e), payable be received in respect thereof pursuant to the provisions of this Article IIIMerger.

Payment Procedures. (i) With Following the Acceptance Time, Parent and Merger Sub shall cause the Paying Agent to pay the Company Stockholders that are entitled to receive the Offer Price pursuant to Section 2.1(e) such amount in respect to any certificate which immediately prior to thereof in accordance with the terms of Section 2.1(e) and in compliance with the terms of this Agreement. (ii) As soon as practicable after the Effective Time represented outstanding Company Shares (and in no event later than five (5) Business Days after the “Certificates”Effective Time), Parent and or the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of Person that was, immediately prior to the Effective Time, a holder of record of Company Shares represented by certificates (the “Certificates”) of such Certificates that is entitled to receive the Merger Consideration pursuant to Section 3.7(a)(i): (A) a letter of transmittal transmittal, which shall be in a customary form reasonably satisfactory acceptable to the Company and Parent prior to the Effective Time 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, shall have a customary release of all claims against Parent, Merger Sub and the Company and its Subsidiaries arising out of or related to such holder’s ownership of Company Shares and shall otherwise be in such form as Parent, the Company and the Paying Agent shall reasonably agree upon (a “Letter of Transmittal”) and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration payable in respect thereof pursuant Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the provisions reasonable approval of this Article IIIthe Company prior to the Effective Time. Upon surrender of Certificates a Certificate (or affidavits affidavit of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and Agent or to such other documents agent or agents as may be required pursuant appointed in writing by ▇▇▇▇▇▇ Sub, and upon delivery of a Letter of Transmittal, duly executed and in proper form, with respect to such instructionsCertificates, Parent the holder of such Certificates shall cause be entitled to receive the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable Merger Consideration for each Company Share formerly represented by such Certificate pursuant Certificates (subject to Section 3.7 (less any applicable withholding required Tax pursuant to withholdings as provided in Section 3.8(e)), and the Certificates any Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any Transfer Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Agreement, except for Certificates representing any Dissenting Company Shares, which shall represent the right to receive payment of the fair value of such Company Shares in accordance with and to the extent provided by Section 262 of the DGCL, or any Canceled Company Shares. (iiiii) With respect to Each holder of record of one (1) or more non-certificated Company Shares represented in by book-entry form (the “Uncertificated Book-Entry Shares”)) held through The Depository Trust Company immediately prior to the Effective Time whose Company Shares were converted into the right to receive the Merger Consideration shall upon the Effective Time, Parent shall cause in accordance with The Depository Trust Company’s customary procedures (including receipt by the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, evidence of transfer or surrender as the Paying Agent may reasonably request)) (but in no event later than and such other procedures as agreed by the fifth (5th) Business Day thereafter). Company, Parent, the Paying Agent and The Company and Parent shall cooperate toDepository Trust Company, be entitled to receive, and Parent shall cause the Paying Agent to, (A) to pay and deliver to DTC The Depository Trust Company or its nomineesnominee, or for the benefit of the holder of such Book-Entry Shares held through it immediately prior to holders of Uncertificated Sharesthe Effective Time, as promptly as practicable after the Effective Time (subject to compliance with the following sentence), in respect of each case to the extent applicable or requiredsuch Book-Entry Share, any notice with respect to the effectiveness of the Merger Consideration for each such Book-Entry Share (subject to any required Tax withholdings as provided in Section 3.8(e)) and any instructions for surrendering Uncertificated such Book-Entry Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as of such holder shall forthwith be canceled. As soon as practicable after the Effective Time (and in no event later than five (5) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, upon surrender of Company Shares held a holder of record by DTC or its nominees of Book-Entry Shares not held through The Depository Trust Company (A) a Letter of Transmittal and (B) instructions for returning such Letter of Transmittal in exchange for the Merger Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the Company prior to the Effective Time. Upon delivery of such Letter of Transmittal, in accordance with DTC’s customary surrender proceduresthe terms of such Letter of Transmittal, duly executed and in proper form, the Cash Amount payable holder of such Book-Entry Shares immediately prior to the Effective Time shall be entitled to receive in exchange therefor the Merger Consideration, for each such Uncertificated Book-Entry Share pursuant (subject to any required Tax withholdings as provided in Section 3.7. (iii) The Paying Agent 3.8(e)), and such Book-Entry Shares so surrendered shall accept forthwith be canceled. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Certificates and transferred Uncertificated Book-Entry Shares upon compliance with such reasonable terms and conditions as are registered immediately prior to the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesEffective Time. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration any amount payable upon the due surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8Book-Entry Shares. Until so surrenderedpaid or surrendered as contemplated hereby, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) each Book-Entry Share shall be deemed, from and deemed at any time after the Effective Time, Time to evidence represent only the right to receive the Merger ConsiderationConsideration as contemplated by this Agreement, without interest thereonexcept for Book-Entry Shares representing Dissenting Company Shares, less any applicable withholding Tax pursuant which shall be deemed to Section 3.8(e), payable represent the right to receive payment in respect thereof pursuant accordance with and to the provisions extent provided by Section 262 of this Article IIIthe DGCL, or Canceled Company Shares.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within three (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective TimeTime (other than Owned Company Shares) of such Certificates one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (Aother than Owned Company Shares) (the “Certificates” (if any)) (i) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent), and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in with respect thereof to the shares of Company Common Stock formerly represented thereby pursuant to the provisions of this Article IIISection ‎2.6. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Common Stock represented by such Certificate pursuant to Section 3.7 Certificates by (less any applicable withholding Tax pursuant to Section 3.8(e))y) the Merger Consideration, and the Certificates so surrendered shall will forthwith be canceled. (ii) With respect cancelled. Notwithstanding anything to non-certificated the contrary in this Agreement, no record holder of uncertificated shares of Company Shares represented in book-entry form Common Stock (the “Uncertificated Shares”), Parent shall cause ) will be required to deliver a Certificate or an executed letter of transmittal to the Paying Payment Agent in order to pay and deliver receive the Cash Amount payable therefor (less any applicable withholding Tax payment that such holder is entitled to receive pursuant to Section 3.8(e))‎2.6 with respect of such Uncertificated Shares. In lieu thereof, in each case promptly following the Effective Time and such record holder of Uncertificated Shares, upon surrender thereof to the Paying Agent by receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders case of a book-entry transfer of Uncertificated Shares, will be entitled to receive in each case exchange therefor an amount in cash equal to the extent applicable or required, any notice with respect to product obtained by multiplying (1) the effectiveness aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares by (2) the Merger Consideration, and any instructions for surrendering the transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying shall be cancelled. The Payment Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and transfer of Uncertificated Shares pursuant to this Section 3.8‎2.8(b). Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), Consideration payable in respect thereof pursuant to the provisions of this Article IIISection ‎2.6.

Payment Procedures. Within five (i5) With respect days following the Closing Date, Parent or the Exchange Agent shall mail a letter of transmittal in the form set forth in Exhibit D (a “Letter of Transmittal”) and a Joinder to each Stockholder at the address set forth opposite each such Stockholder’s name on the Payment Spreadsheet (except to the extent any certificate which immediately of such documents have previously been received by Parent prior to the Effective Time represented outstanding Company Shares (the “Certificates”Closing from such Stockholder), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time . Promptly (but in no event later more than five Business Days) following delivery to the fifth Exchange Agent of a duly completed and executed Letter of Transmittal, Joinder and any applicable tax forms that the Exchange Agent may reasonably require in connection therewith (5th) Business Day thereafter), except to each holder the extent any of record (as of immediately such documents have previously been received by Parent prior to the Effective TimeClosing from such Stockholder) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal“Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsa certificate representing shares of Company Capital Stock, if any (the “Company Stock Certificates”), (i) Parent shall cause the Paying Exchange Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or Stockholder for delivering such other evidenceExchange Documents and Company Stock Certificates, if any, the cash portion of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares in respect thereto pursuant to this Section 3.81.6(b)(i) at Closing as set forth in the Payment Spreadsheet and (ii) Parent shall cause its transfer agent to issue to the Stockholder the shares of Parent Common Stock issuable in respect thereto pursuant to Section 1.6(b)(i) as set forth in the Payment Spreadsheet, and the Company Stock Certificate so surrendered, if any, shall be cancelled. Until so surrendered, each Company Stock Certificate outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall after the Effective Time will be deemed, from and after the Effective Timefor all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration, Consideration payable hereunder in exchange for shares of Company Capital Stock (without interest thereon, less any applicable withholding Tax pursuant interest). Subject to Section 3.8(e1.7(e), payable in respect thereof pursuant no portion of the Merger Consideration will be paid to the provisions holder of this Article IIIany unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate (if any) and validly executed Exchange Documents pursuant hereto.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as practicable following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation Merger Sub shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (Ax) a certificate or certificates (the “Certificates”) or (y) uncertificated shares represented by book-entry (“Book-Entry Shares”), which, in each case, represented, immediately prior to the Effective Time outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form reasonably satisfactory agreed to by the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon delivery of the Certificates to the Payment Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable, and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) Book-Entry Shares for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates or Book-Entry Shares shall be required entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))provisions of this Article III, and the Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter)cancelled. The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Payment Agent shall accept such Certificates and transferred Uncertificated or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), Consideration payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. (a) Borrower agrees and acknowledges that Borrower will, immediately upon an Event of Default or an Other RF Event of Default (i) With respect re-register any securities (other than the Certificate) delivered as Collateral hereunder into Lender's name and (ii) subject to any certificate which immediately Section 3.7 of the Trust Agreement, upon the request of Lender, re-register the Certificate in the name of a Bankruptcy Remote Entity designated by Lender. (b) On or prior to the Effective Time represented outstanding Company Shares (Closing Date, Borrower will provide Trust Collateral Agent under the “Certificates”)Sale and Servicing Agreement with a notice providing for, Parent and among other things, all remittances on the Surviving Corporation shall cause the Paying Agent Certificate to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), be paid to each holder of record (as of immediately prior Lender to the Effective Time) full extent of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory Borrower's Obligations to Lender hereunder and Borrower's Other RF Obligations to Lender under the Company and ParentOther Residual Financing Agreements, and (B) instructions which notice to Trust Collateral Agent will be irrevocable for use in effecting the surrender so long as any of the Certificates Obligations or Other RF Obligations remain outstanding (or affidavits of loss unless otherwise consented to in lieu thereof) in exchange for the Merger Consideration payable writing by Lender). All amounts received in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger Certificate or other Collateral will be applied first to satisfy the Obligations and any instructions for surrendering Uncertificated Shares then to satisfy the Other RF Obligations. Any amounts received by Lender in excess of the Obligations and (B) establish procedures with the Paying Agent Other RF Obligations due and DTC owing to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest Lender shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares remitted by Lender to Borrower. Any amounts received by Lender pursuant to this Section 3.8. Until so surrendered2.7(b) prior to 6:00 p.m., outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing New York City time, on any Canceled Company Shares or Dissenting Company Shares) Business Day shall be deemeddeemed to be received on such Business Day, from and any amounts received by Lender after 6:00 p.m., New York City time, on any Business Day shall be deemed to be received on the Effective Timenext succeeding Business Day. (c) All payments to Lender hereunder or under the Promissory Note shall be made in immediately available funds, and free and clear of and without deduction for any taxes, levies, duties, charges, counterclaims, set-offs, fees or withholdings of any nature hereafter imposed, assessed or collected, not later than the due date for such payment through the Federal Reserve Fedwire System for credit to evidence only the right account of Lender (Account No. 140095961 at The Chase Manhattan Bank, ABA No. ▇▇▇▇▇▇▇▇▇, or such other account or accounts as Lender shall specify to receive Borrower in writing no later than one Business Day prior to the Merger Consideration, without interest thereon, less any applicable withholding Tax related due date). (d) Any payments made hereunder shall be applied first against costs and expenses due hereunder pursuant to Section 3.8(e)9.1; then against default interest, payable in respect thereof pursuant to if any; then against interest due on the provisions Loans; and thereafter against the unpaid principal of this Article IIIthe Loans.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation Company shall cause the Paying Agent to mailmail (or in the case of the Depository Trust Company, promptly following the Effective Time (but in no event later than the fifth (5thdeliver) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates Company Shares, including Company Shares which immediately prior to the Effective Time were (x) represented by a certificate or certificates (the “Certificates”) and (y) not represented by a certificate or certificates (the “Uncertificated Shares”) which were cancelled in exchange for the right to receive the Per Share Merger Consideration pursuant to Section 3.1 (and excluding, for the avoidance of doubt, the Excluded Shares), (A) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon delivery of the Certificates to the Paying Agent), and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Promptly after a Dissenting Shareholder has effectively withdrawn or lost his, her or its appraisal rights under the Cayman Companies Law, Parent shall cause the Paying Agent to mail to such Dissenting Shareholder such letter of transmittal and instructions. (ii) Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after holders of the Effective Time the Cash Amount payable for each Company Share Shares represented by such Certificate Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product of the number of Company Shares represented by such Certificates multiplied by the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 3.7 3.1(b) (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause . Upon receipt by the Paying Agent of confirmation by the Company that the Uncertificated Shares have been canceled, the holders of such Uncertificated Shares shall be entitled to pay and deliver receive in exchange therefor an amount in cash equal to the Cash Amount payable therefor product of the number of such Uncertified Shares multiplied by the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 3.1(b) (less any applicable withholding Tax pursuant to Section 3.8(e)), Taxes payable in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafterrespect thereof). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred such confirmation by the Company with respect to the Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Company Shares represented by the Certificates and the cancellation of such Uncertificated Shares on the aggregate Per Share Merger Consideration payable upon the surrender of such Certificates and cancellation of Uncertificated Shares pursuant to this Section 3.83.2. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, to evidence only the right to receive an amount in cash equal to the product of the number of Company Shares represented by such Certificates multiplied by the Per Share Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article III. (iii) Prior to the Effective Time, Parent and the Company shall establish procedures with the Paying Agent and the Depositary to ensure that (x) the Paying Agent will transmit to the Depositary promptly following the Effective Time an amount in cash in immediately available funds equal to the product of (1) the number of ADSs issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares) multiplied by (2) the Per ADS Merger Consideration and (y) the Depositary will distribute the Per ADS Merger Consideration to ADS holders (other than with respect to ADSs representing Excluded Shares) upon surrender by them of the ADSs. Pursuant to the Deposit Agreement, the ADS holders will pay any applicable fees, charges and expenses of the Depositary and government charges (including withholding Taxes if any) due to or incurred by the Depositary in connection with the cancellation of the ADSs surrendered and distribution of the aggregate Per ADS Merger Consideration to ADS holders. No interest will be paid or accrued on any amount payable in respect of the ADSs. (iv) Remittances for the Per Share Merger Consideration or the Per ADS Merger Consideration, as the case may be, shall not be sent to holders of Company Shares or ADSs who are untraceable unless and until, except as provided below, they notify the Paying Agent or the Depositary, as applicable, of their current contact details. A holder of Company Shares or ADSs will be deemed to be untraceable if (x) such Person has no registered address in the register of members (or branch register) maintained by the Company or the Depositary, as applicable, (y) on the last two (2) consecutive occasions on which a dividend has been paid by the Company a check payable to such Person either (A) has been sent to such person and has been returned undelivered or has not been cashed or (B) has not been sent to such person because on an earlier occasion a check for a dividend so payable has been returned undelivered, and in any such case no valid claim in respect thereof has been communicated in writing to the Company or the Depositary, as applicable or (z) notice of the Company Shareholders Meeting convened to vote on the Merger has been sent to such Person and has been returned undelivered. Monies due to Dissenting Shareholders and shareholders of the Company who are untraceable shall be returned to the Surviving Company on demand and held in a non-interest bearing bank account for the benefit of Dissenting Shareholders and shareholders of the Company (including holders of ADSs) who are untraceable. Monies unclaimed after a period of seven (7) years from the Closing Date shall be forfeited and shall revert to the Surviving Company.

Payment Procedures. (i) With respect to any certificate which immediately At or prior to the Effective Time represented outstanding Closing, Parent shall deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate Vested Equity Award Consideration owed to all holders of Company Shares Options, Vested Company RSUs and Vested Company PSUs (collectively, the “CertificatesEquity Award Holders”). As promptly as reasonably practicable, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in any event no event later than the fifth first regularly scheduled payroll date that is no less than five Business Days after the Closing Date, the Equity Award Holders will be paid by the Company or the Surviving Corporation, through its payroll system or payroll provider, all amounts required to be paid to such holders in respect of Company Options, Vested Company RSUs and Vested Company PSUs that are cancelled and converted pursuant to this Section 2.8, less any required withholding pursuant to Section 2.12. Notwithstanding anything to the contrary in this Section 2.8(d) (5th) Business Day thereafterand, with respect to the Section 102 Shares, if any, also Section 2.9 below), the Option Consideration payable pursuant to each holder of record Section 2.8(a) with respect to Section 102 Options and Section 3(i) Options (as of immediately prior if any), the Vested RSU Consideration and Cash Replacement Company RSU Amounts payable pursuant to Sections 2.8(b)(i)-(ii) with respect to S▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇(▇) ▇▇▇▇ (▇▇ any), the Vested PSU Consideration and Cash Replacement Company PSU Amounts payable pursuant to Sections 2.8(c)(i)-(ii) with respect to Section 102 PSUs and Section 3(i) PSUs (if any) and the consideration payable pursuant to Section 2.7 with respect to Section 102 Shares (collectively, the “102 Trustee Amounts”) shall be paid (either directly or indirectly) to the Effective Time) Section 102 Trustee for the benefit of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parentbeneficial owners thereof, who shall pay out the 102 Trustee Amounts, as applicable, and (B) instructions for use in effecting withhold the surrender applicable tax either directly or through the applicable Israeli Subsidiary of the Certificates (or affidavits of loss Company, in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed each case in accordance with the instructions theretoprovisions of Section 102 or Section 3(i), and such other documents as may be required pursuant to such instructionsapplicable, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Interim Options Tax pursuant to Section 3.8(e))Ruling, if obtained, and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Options Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidenceRuling, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7obtained. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. (ia) With No later than seven (7) Business Days before the Closing Date and no more than ten (10) Business Days prior to the Closing Date, the Company shall deliver to Parent (or, with respect to the reasonable supporting detail, have Made Available to Parent) the Company’s good faith calculation of, and reasonable supporting detail relating to, both the estimated Aggregate Purchase Price (the “Estimated Aggregate Purchase Price”), each component thereof (the “Estimated Closing Statement”) and reasonable supporting detail relating to such component, (including bank statements dated as of the date that the Estimated Closing Statement is provided, a reconciliation between any certificate which differences in the Company’s cash position and the bank statement, debt payoff letters and invoices). The Estimated Closing Statement shall be prepared in accordance with the terms (including the definitions) of this Agreement. Parent shall have the right to object to the amounts contained in the Estimated Closing Statement no later than the third (3rd) Business Day immediately prior to the Effective Time represented outstanding Closing Date. The Company Shares (shall in good faith consider the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidenceobjections, if any, of transfer as Parent to the Paying Agent may reasonably request) (but in Estimated Closing Statement and, if Parent has made any objections, shall reissue the Estimated Closing Statement containing the Estimated Aggregate Purchase Price and each component thereof no event later than the fifth second (5th2nd) Business Day thereafter)immediately prior to the Closing Date with any such revisions that the Company has determined in good faith are appropriate. (b) On or prior to the Closing Date, Parent, the Unitholder Representative and the Payments Administrator shall enter into the Payments Administrator Agreement, which agreement shall have customary terms and shall provide that on the Closing Date, Parent shall deposit with the Payments Administrator, for the benefit of the applicable Equityholders, an amount in cash equal to the Aggregate Closing Amount less the portion of such amount payable in respect of the Company RSUs by wire transfer of immediately available funds to an account specified by the Payments Administrator in writing no later than four (4) Business Days prior to the Closing Date. The Company Payments Administrator Agreement also shall provide that the amounts paid to the Payments Administrator pursuant to this Section 3.04(b) (the “Payments Administrator Fund”) shall be held and Parent shall cooperate todisbursed by the Payments Administrator, and Parent shall cause the Paying Agent to, (A) deliver Payments Administrator to DTC or its nominees, or to holders of Uncertificated Shareshold and disburse the Payments Administrator Fund, in each case accordance with this Section 3.04. Any portion of the amount deposited by Parent (or caused to be deposited by Parent) that remains unclaimed by the applicable Equityholders six (6) months after the Effective Time will, to the extent applicable permitted by Applicable Law, be returned to Parent upon demand. (c) As promptly as practicable on or requiredafter the date hereof and in accordance with the Payments Administrator Agreement, the Payments Administrator shall provide to each Unitholder (i) a letter of transmittal (which shall include a waiver and release pursuant to which each Unitholder executes a full and unconditional release regarding any notice with respect and all claims as an Unitholder, including the calculation of the Per Unit Merger Consideration, as a condition to receiving the Per Unit Merger Consideration, in favor of the Company, Parent, Merger Sub and the Surviving Company and its subsidiaries and each of their directors, officers, managers, employees and Affiliates, and which shall be in such form and have such other provisions as Parent and the Company may reasonably agree). Upon delivery of such letter of transmittal to the effectiveness Payments Administrator, the holder shall be entitled to receive, upon the later to occur of the Merger Closing or the date such holder delivers such documents to the Payments Administrator (subject to the terms of the Payments Administrator Agreement), in exchange for each of their Company Units an amount of cash equal to the Per Unit Closing Payment and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees Company Units so surrendered shall forthwith be cancelled. Until surrendered as soon as practicable contemplated by this Section 3.04(c), each such Company Unit shall be deemed at all times after the Effective TimeTime to represent only the right to receive upon such surrender the Per Unit Merger Consideration as contemplated by this Article III, upon surrender and no cash shall be paid to the holder of Company Shares held of record by DTC or its nominees any such unit in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesrespect thereof. No interest shall be paid or accrued for accrue on any cash payable upon surrender of any Company Units. (d) The consideration to be paid in accordance with the benefit terms of this Article III upon effectiveness of the Merger shall constitute satisfaction in full of all rights pertaining to the Company Units, and after the Effective Time there shall be no further registration of transfers on the transfer books of the Surviving Company of Company Units that were outstanding immediately prior to the Effective Time. (e) For the avoidance of doubt, and notwithstanding anything to the contrary herein, in no event shall the aggregate amount of consideration payable by Parent to any Equityholder or any other holders of any equity or debt securities of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares Company pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after 3.04 exceed the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIAggregate Purchase Price.

Payment Procedures. (i) With respect As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Closing Date, the Paying Agent shall mail to any certificate which each holder of record of Shares that immediately prior to the Effective Time were represented outstanding Company by Certificates and whose Shares (were converted into the “Certificates”)Merger Consideration pursuant to Section 2.1, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company and Parentmay mutually agree), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to pay receive in exchange therefor an amount in cash equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and deliver (y) the Merger Consideration. As soon as promptly as reasonably practicable after the Effective Time and in any event not later than the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))second Business Day following the Closing Date, and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay shall issue and deliver to each holder of Book-Entry Shares a check or wire transfer for an amount in cash equal to the Cash Amount product of (x) the number of Shares that are such Book-Entry Shares and (y) the Merger Consideration, without such holder being required to deliver a Certificate or an executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall then be canceled. No interest will be paid or accrued on any amount payable therefor upon due surrender of Certificates (less or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any applicable withholding Tax pursuant cash to Section 3.8(e)), in each case promptly following be paid upon due surrender of the Effective Time and upon surrender thereof Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent by receipt of an “agent’s message” (or such other evidenceBook-Entry Share shall be properly transferred, if any, of accompanied by all documents required to evidence and effect such transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC evidence that any applicable stock transfer Taxes have been paid or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7are not applicable. (iii) The Paying Agent shall accept such Certificates Agent, the Company, Parent and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions Merger Sub, as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest applicable, shall be paid entitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or accrued for deducted under the benefit Internal Revenue Code of holders of 1986, as amended (the Certificates and Uncertificated Shares on “Code”), or any other applicable Tax Law with respect to the Merger Consideration payable upon the surrender making of such Certificates payment. To the extent that amounts are so deducted or withheld and Uncertificated Shares pursuant paid over to this Section 3.8. Until so surrenderedthe relevant Governmental Entity, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares such deducted or Dissenting Company Shares) withheld amounts shall be deemed, from and after treated for all purposes of this Agreement as having been paid to the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable Person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction or withholding was made.

Payment Procedures. Except as otherwise provided herein, the Tenant Improvement Allowance will be paid directly by Landlord to Tenant (iless a 10% retention fee as provided below) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares within seven (the “Certificates”)7) days after Landlord's receipt of (1) an Unconditional Waiver and Release Upon Final Payment in accordance with California Civil Code Section 3262, Parent executed by each and the Surviving Corporation shall cause the Paying Agent to mailevery contractor, promptly following the Effective Time (subcontractor and materialman, including but in no event later than the fifth (5th) Business Day thereafter), not limited to each holder of record (as of immediately prior to the Effective Time) of such Certificates (A) entity or person who has served a letter of transmittal Preliminary 20-day Notice in customary form reasonably satisfactory to the Company and Parentconnection with Tenant's Work, and (B2) instructions releases for use any and all mechanic's liens filed in effecting connection with Tenant's Work. Landlord shall withhold 10% of each payment request (the surrender aggregate amount of such retention fees shall be defined herein as the Certificates (or affidavits of loss "Final Retention Payment") submitted by Tenant in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance connection with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate Tenant's Work until all Close-Out Documentation is received pursuant to Section 3.7 (less any applicable withholding Tax pursuant 4 of this Work Letter. Following Landlord's receipt of all Close-Out Documentation, Landlord shall deliver a check to Section 3.8(e))Tenant equal to the amount of the Final Retention Payment. To the extent the total cost of Tenant's Work exceeds the Tenant Improvement Allowance, Tenant shall be responsible for all costs over and above the Tenant Improvement Allowance needed to complete Tenant's Work in full compliance with the Approved Plans, this Work Letter, and the Certificates so surrendered shall forthwith be canceled. (ii) With respect conditions of all permits, licenses, and approvals applicable to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof Tenant's Work. Notwithstanding anything to the Paying Agent by receipt of an “agent’s message” (or such other evidencecontrary herein, if anyLandlord shall act as agent for Tenant in preparing the Tenant's Work, of transfer as Landlord shall pay the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case Tenant Improvement Allowance to the extent applicable or requiredcontractor in draw requests, any notice with respect subject to the effectiveness need for the documentation described above. Once that Tenant Improvement Allowance has been paid in its entirety, Tenant shall pay the remaining cost of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC Tenant's Work to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7contractor. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation Merger Sub shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates a certificate or certificates (Athe “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon delivery of the Certificates to the Payment Agent and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), Consideration payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (and in any event not later than the “Certificates”)second Business Day following the Closing Date, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior Shares whose Shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Company Paying Agent and Parentshall be in such form and have such other provisions as is customary), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor an amount in cash equal to the Effective Time product of (x) the Cash Amount payable for each Company Share number of Shares represented by such Certificate pursuant to Section 3.7 holder's properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 3.8(eTaxes)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration any amount payable upon the due surrender of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. (iii) The Paying Agent, the Company, Parent and Uncertificated Shares pursuant to this Section 3.8. Until so surrenderedMerger Sub, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) as applicable, shall be deemedentitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, from and after as amended (the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e“Code”), payable or under any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction or withholding was properly made.

Payment Procedures. (i) With respect to any certificate which immediately prior to Reasonably promptly following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates a certificate or certificates (Athe “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (other than treasury shares, shares held by Parent, Merger Sub or any Subsidiary of the Company, Dissenting Company Shares and Redeemed Series B Shares) (i) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon delivery of the Certificates to the Paying Agent) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration applicable Per Share Amount payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share represented Capital Stock evidenced by such Certificate pursuant to Section 3.7 Certificate, by (y) the applicable Per Share Amount (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration applicable Per Share Amount payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, to evidence only the right to receive the Merger Considerationapplicable Per Share Amount, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIII. Promptly following the receipt of a letter of transmittal and the Certificate(s) from a holder of record, Parent and the Surviving Corporation shall cause the Paying Agent to pay to such holder of record (as of immediately prior to the Effective Time) of outstanding shares of Company Capital Stock (other than treasury shares, shares held by Parent, Merger Sub or any Subsidiary of the Company, Dissenting Company Shares and Redeemed Series B Shares) represented by book-entry on the records of the Company or the Companys transfer agent on behalf of the Company, an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Capital Stock held by such holder immediately prior to the Effective Time and (y) the applicable Per Share Amount, less any applicable withholding, Taxes payable in respect thereof. Notwithstanding anything herein to the contrary, Consideration payable in respect of each Company Warrants, Company Options and Company Stock-Based Awards shall be payable pursuant to Section 2.7 and Section 2.8(c) and not pursuant to this Section 2.8(d), and no deposit shall be made with the Paying Agent by Parent in respect of the Company Warrants, Company Options and Company Stock-Based Awards.

Payment Procedures. Promptly (iand in any event within three Business Days) With respect to any certificate which immediately prior to following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal which shall be in customary a form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent), and shall have such other customary provisions, as Parent and the Company and Parent, mutually agree prior to the Effective Time; and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Common Stock represented by such Certificate pursuant to Section 3.7 Certificate; by (y) the Per Share Price (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall will forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in each case exchange therefor an amount in cash equal to the extent product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable or requiredwithholding Taxes payable in respect thereof), any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying so surrendered will be cancelled. The Payment Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer Share Price, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within three Business Days), Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article III. Section 2.7. (ii) Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Common Stock represented by such Certificate pursuant to Section 3.7 Certificates; by (y) the Per Share Price (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall will forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in each case exchange therefor an amount in cash equal to the extent product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable or requiredwithholding Taxes payable in respect thereof), any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying so surrendered will be cancelled. The Payment Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable and customary terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. . (iii) No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer Share Price, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (and in any event not later than the “Certificates”)second Business Day following the Closing Date, Parent and the Surviving Corporation shall cause instruct the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior Shares whose Shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal transmittal, which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Company Paying Agent and Parentshall be in such form and have such other provisions as is customary, and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive from the Effective Time Exchange Fund in exchange therefor an amount in cash equal to the Cash Amount payable for each Company Share product of (x) the number of Shares represented by such Certificate pursuant to Section 3.7 holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 3.8(eTaxes)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on the Merger Consideration payable Company, payment upon the due surrender of the Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and Uncertificated Shares pursuant effect such transfer and to this Section 3.8. Until so surrenderedevidence that any applicable stock transfer Taxes have been paid or are not applicable. (iii) The Paying Agent, outstanding Certificates the Company, Parent, Merger Sub and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) their respective agents, as applicable, shall be deemedentitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, from and after as amended (the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e“Code”), payable and the regulations promulgated thereunder, or under any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction or withholding was made.

Payment Procedures. (i) With Following the Acceptance Time, Parent and Merger Sub shall cause the Paying Agent to pay the Company Stockholders that are entitled to receive the Offer Price pursuant to Section 2.1(e) such amount in respect to any certificate which immediately prior to thereof in accordance with the terms of Section 2.1(e) and in compliance with the terms of this Agreement. (ii) As soon as practicable after the Effective Time represented outstanding Company Shares (and in no event later than three (3) Business Days after the “Certificates”Effective Time), Parent and or the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of Person that was, immediately prior to the Effective Time, a holder of record of Company Shares represented by certificates (the “Certificates”) that is entitled to receive the Merger Consideration pursuant to Section 3.7(a)(i) (or effective affidavits of such Certificates lost certificates in lieu thereof in accordance with Section 3.10): (A) a letter of transmittal transmittal, which shall be in a customary form reasonably satisfactory acceptable to the Company and Parent prior to the Effective Time 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, shall have a customary release of all claims against Parent, Merger Sub and the Company arising out of or related to such holder’s ownership of Company Shares and shall otherwise be in such form as Parent, the Company and the Paying Agent shall reasonably agree upon (a “Letter of Transmittal”) and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss lost certificates in lieu thereof) in exchange for payment of the Merger Consideration payable in respect thereof pursuant Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the provisions reasonable approval of this Article IIIthe Company prior to the Effective Time. Upon surrender of Certificates a Certificate (or affidavits affidavit of loss lost certificate in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and Agent or to such other documents agent or agents as may be required pursuant appointed in writing by ▇▇▇▇▇▇ Sub, and upon delivery of a Letter of Transmittal, duly executed and in proper form, with respect to such instructionsCertificates, Parent the holder of such Certificates shall cause be entitled to receive the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable Merger Consideration for each Company Share formerly represented by such Certificate pursuant Certificates (subject to Section 3.7 (less any applicable withholding required Tax pursuant to withholdings as provided in Section 3.8(e)), and the Certificates any Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates (or effective affidavits of lost certificates in lieu thereof). Until surrendered as contemplated hereby, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Agreement, except for Certificates representing any Dissenting Company Shares, which shall represent the right to receive payment of the fair value of such Company Shares in accordance with and to the extent provided by Section 262 of the DGCL, or any Canceled Company Shares. (iiiii) With respect to Each holder of record of one (1) or more non-certificated Company Shares represented in by book-entry form (the “Uncertificated Book-Entry Shares”)) held through The Depository Trust Company immediately prior to the Effective Time whose Company Shares were converted into the right to receive the Merger Consideration shall upon the Effective Time, Parent shall cause in accordance with The Depository Trust Company’s customary procedures (including receipt by the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, evidence of transfer or surrender as the Paying Agent may reasonably request)) (but in no event later than and such other procedures as agreed by the fifth (5th) Business Day thereafter). Company, Parent, the Paying Agent and The Company and Parent shall cooperate toDepository Trust Company, be entitled to receive, and Parent shall cause the Paying Agent to, (A) to pay and deliver to DTC The Depository Trust Company or its nomineesnominee, or to holders for the benefit of Uncertificated Shares, in each case the holder of such Book-Entry Shares held through it immediately prior to the extent applicable or requiredEffective Time, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon promptly as practicable after the Effective Time, upon surrender in respect of Company each such Book-Entry Share, the Merger Consideration for each such Book-Entry Share (subject to any required Tax withholdings as provided in Section 3.8(e)) and such Book-Entry Shares held of such holder shall forthwith be canceled. As soon as practicable after the Effective Time (and in no event later than five (5) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record by DTC or its nominees of Book-Entry Shares not held through The Depository Trust Company (A) a Letter of Transmittal and (B) instructions for returning such Letter of Transmittal in exchange for the Merger Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the Company prior to the Effective Time. Upon delivery of such Letter of Transmittal, in accordance with DTC’s customary surrender proceduresthe terms of such Letter of Transmittal, duly executed and in proper form, the Cash Amount payable holder of such Book-Entry Shares immediately prior to the Effective Time shall be entitled to receive in exchange therefor the Merger Consideration, for each such Uncertificated Book-Entry Share pursuant (subject to any required Tax withholdings as provided in Section 3.7. (iii) The Paying Agent 3.8(e)), and such Book-Entry Shares so surrendered shall accept forthwith be canceled. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Certificates and transferred Uncertificated Book-Entry Shares upon compliance with such reasonable terms and conditions as are registered immediately prior to the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesEffective Time. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration any amount payable upon the due surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8Book-Entry Shares. Until so surrenderedpaid or surrendered as contemplated hereby, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) each Book-Entry Share shall be deemed, from and deemed at any time after the Effective Time, Time to evidence represent only the right to receive the Merger ConsiderationConsideration as contemplated by this Agreement, without interest thereonexcept for Book-Entry Shares representing Dissenting Company Shares, less any applicable withholding Tax pursuant which shall be deemed to Section 3.8(e), payable represent the right to receive payment in respect thereof pursuant accordance with and to the provisions extent provided by Section 262 of this Article IIIthe DGCL, or Canceled Company Shares.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within three Business Days), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (1) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares, Owned Company Shares and shares of Company Restricted Stock) (the “Certificates”); and (2) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares, Owned Company Shares and shares of Company Restricted Stock) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection ‎2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions theretothereto (or in the case of a lost, stolen or destroyed Certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section ‎2.11), the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Common Stock represented by such Certificate pursuant to Section 3.7 Certificate; by (y) the Per Share Price (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall will forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in each case exchange therefor an amount in cash equal to the extent product obtained by multiplying (I) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (II) the Per Share Price (less any applicable or requiredwithholding Taxes payable in respect thereof), any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying so surrendered will be cancelled. The Payment Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8‎2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer Share Price, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section ‎2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section ‎2.7.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation shall cause the Paying Agent to mailmail or otherwise disseminate (or in the case of the Depositary Trust Company, promptly following the Effective Time (but in no event later than the fifth (5thdeliver) Business Day thereafter), to each holder of record (other than holders of Excluded Shares), as of immediately prior to the Effective Time) , of such Certificates (A) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares and (B) uncertificated Company Shares (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.7 (x) a letter of transmittal in customary form reasonably satisfactory for a Cayman Islands incorporated company (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, and only upon delivery of the Certificates to the Paying Agent), and/or (By) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereofthereof as provided in Section 2.11) for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be customarily required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holders of such Certificates shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor an amount in cash equal to the Effective Time Per Share Merger Consideration to which the Cash Amount payable for each Company Share represented by such Certificate holder thereof is entitled pursuant to Section 3.7 2.7(a)(ii) (less any applicable withholding Tax Taxes payable pursuant to Section 3.8(e)2.8(e) in respect thereof), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by . Upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in each case exchange for the cancellation of such Uncertificated Shares an amount in cash equal to the extent applicable or required, any notice with respect Per Share Merger Consideration to which the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share holder thereof is entitled pursuant to Section 3.7. 2.7(a)(ii) (iiiless any applicable withholding Taxes payable pursuant to Section 2.8(e) in respect thereof), and the Uncertificated Shares shall forthwith be canceled. The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, to evidence only the right to receive the Per Share Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIII. (ii) Prior to the Effective Time, Parent and the Company shall establish procedures with the Paying Agent and the Depositary to ensure that (A) the Paying Agent will transmit to the Depositary at the Effective Time an amount in cash in immediately available funds equal to the product of (x) the number of ADSs issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares) and (y) the Per ADS Merger Consideration; and (B) the Depositary will distribute the Per ADS Merger Consideration to ADS holders pro rata to their holdings of ADSs (other than ADSs representing Excluded Shares) upon surrender by them of the ADSs. Pursuant to the Deposit Agreement, each holder of ADSs will pay any applicable fees, charges and expenses of the Depositary (including any ADS cancellation or termination fee payable in accordance with the Deposit Agreement) and government charges (other than withholding Taxes pursuant to Section 2.8(e), if any) due to or incurred by the Depositary in connection with distribution of the Per ADS Merger Consideration to ADS holders. No interest shall be paid or accrued for the benefit of holders of the Certificates, Uncertificated Shares or ADSs on the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, payable in respect thereof pursuant to this Section 2.8.

Payment Procedures. (i) Following the Acceptance Time, Parent and Merger Sub shall cause the Paying Agent to pay the Company Stockholders that are entitled to receive the Offer Price pursuant to Section 2.1(e) such amount in respect thereof in accordance with the terms of Section 2.1(e) and in compliance with the terms of this Agreement. (ii) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates who was entitled to receive the Merger Consideration pursuant to Section 3.7(a)(i), (A) a form of letter of transmittal in reasonable and customary form reasonably satisfactory and shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent), and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender to Paying Agent of the Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent the holder of such Certificates shall cause be entitled to receive from the Paying Agent to pay and deliver as promptly as practicable after in exchange therefor the Effective Time the Cash Amount Merger Consideration payable for each Company Share represented formerly evidenced by such Certificate pursuant to Section 3.7 3.7(a)(i) (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (iiiii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent each holder of record of one (1) or more Uncertificated Shares who was entitled to receive the Merger Consideration pursuant to Section 3.7(a)(i), shall cause be entitled to receive from the Paying Agent to pay and deliver the Cash Amount Merger Consideration payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth second (5th2nd) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC the Depository Trust Company (“DTC”) or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount Merger Consideration payable for each such Uncertificated Share pursuant to Section 3.73.7(a)(i). (iiiiv) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (Time, and in any event not later than the “Certificates”)fifth Business Day following the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5thx) Business Day thereafter), mail to each holder of record (of Shares as of immediately prior to the Effective Time) of such Certificates Time whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal (which shall be in Agreement and Plan of Merger customary form and shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof which are reasonably satisfactory acceptable to Parent) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company and Parent, shall reasonably determine) and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration, and (y) pay, by check or wire transfer of immediately available funds to the account or accounts designated by the Company in writing no later than two Business Days prior to the Closing, to each holder of a Company Stock Option an amount in cash equal to the Option Consideration payable to such holder pursuant to Section 2.1(d) hereof in respect thereof pursuant to the provisions of this Article III. such Company Stock Option. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor a check or, if requested in writing by the holder of such Certificates or Book-Entry Shares representing in excess of one percent (1%) of the Shares outstanding immediately prior to the Effective Time Time, a wire transfer of immediately available funds to an account designated by such holder, in an amount equal to the Cash Amount payable for each Company Share product of (x) the number of Shares represented by such Certificate pursuant to Section 3.7 holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 3.8(e)), Taxes) and the Certificates Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. (ii) With respect cancelled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to non-certificated Company be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof is presented to the Paying Agent (or in the case of Book-Entry Shares, upon adherence to the applicable procedures set forth in the letter of transmittal), accompanied by receipt of an “agent’s message” all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes (as hereinafter defined) have been paid or are not applicable. Until surrendered in accordance with this Section 2.2(b)(ii), each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or such other evidence, if any, of transfer consideration as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share be due pursuant to Section 3.72.1(f). (iii) The Surviving Corporation and the Paying Agent shall accept be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options such Certificates amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable provision of federal, state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and transferred Uncertificated Shares upon compliance with paid over to the applicable Governmental Entity (as hereinafter defined), such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid or accrued for to the benefit of holders holder of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting holder of the Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable Stock Options in respect thereof pursuant to the provisions of this Article III.which such deduction and withholding were made. Agreement and Plan of Merger

Payment Procedures. (ia) With Prior to the Partnership Merger Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as paying agent with respect to any certificate which the Mergers (the “Paying Agent”). At or prior to the Partnership Merger Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent a cash amount in U.S. dollars that, when taken together with available cash of the Acquired Companies that is deposited with the Paying Agent at the Partnership Merger Effective Time, is sufficient in the aggregate to enable the Paying Agent to make the payments of the applicable Merger Consideration pursuant to Section 3.1(a)(i), Section 3.1(a)(ii), Section 3.2(a)(i) and Section 3.3(a)(i) to holders of Class A Partnership Units, Operations Preferred Shares, Company Common Stock and Company Preferred Stock, as applicable, outstanding immediately prior to the Partnership Merger Effective Time, Operations Merger Effective Time represented outstanding or Company Shares Merger Effective Time, as applicable, less the Partnership Unit Consideration or Common Stock Consideration, as applicable, to be paid in respect of the Company Compensatory Awards, which amounts in respect thereof shall be paid or delivered directly to the Surviving Company in accordance with Section 3.5(f) (the “CertificatesExchange Fund”). The Paying Agent shall make payments of the Merger Consideration out of the Exchange Fund in accordance with this Agreement. Any and all interest earned on cash deposited in the Exchange Fund shall be paid to the Surviving Company. (b) Within five Business Days after the Company Merger Effective Time, Parent and the Surviving Corporation Entities shall cause the Paying Agent to mailto, promptly following in accordance with, and as required by the Effective Time Paying Agent’s customary procedures: (but in no event later than the fifth (5thi) Business Day thereafter), mail to each holder of record of Book-Entry Shares, that (as of 1) immediately prior to the Partnership Merger Effective Time, represented outstanding Class A Partnership Units, (2) of such Certificates immediately prior to the Operations Merger Effective Time, represented outstanding Operations Preferred Shares or (A3) a letter of transmittal in customary form reasonably satisfactory immediately prior to the Company and ParentMerger Effective Time, represented outstanding shares of Company Common Stock or Company Preferred Stock, and which were converted into the right to receive the Partnership Unit Consideration, Operations Preferred Share Consideration, Common Stock Consideration or the Preferred Stock Consideration pursuant to Section 3.1(a)(i), Section 3.1(a)(ii), Section 3.2(a)(i) and Section 3.3(a)(i), as applicable (B) instructions for use in effecting including, with respect to the surrender of Time Vested Restricted Stock, the Certificates (or affidavits of loss in lieu thereof) in exchange for Performance Stock Units, the Merger Consideration payable in respect thereof Market Cap Restricted Stock Units and Time Vested RSUs, pursuant to the provisions of this Article III. Upon surrender of Certificates Section 3.5(a), Section 3.5(b) and Section 3.5(c) respectively), an instruction request letter (or affidavits of loss which shall be in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed customary form and validly executed in accordance with the instructions thereto, and have such other documents provisions as may be required pursuant to such instructions, Parent and the Company shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)reasonably agree), and including instructions for effecting the Certificates so surrendered shall forthwith be canceled.exchange of Book-Entry Shares for the applicable Merger Consideration; and (ii) With respect subject to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”requirements of this Section 3.4(b), Parent shall cause make, and the Paying Agent shall make, delivery and disbursement of the applicable Merger Consideration out of the Exchange Fund to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and holders of such Book-Entry Shares upon surrender thereof to the Paying Agent of such Book-Entry Shares (which shall be deemed surrendered upon receipt by receipt the Paying Agent of an “agent’s message” (in customary form or such other evidence, if any, of transfer evidence as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case case, other than the holders of the Company Compensatory Awards and less any applicable Taxes required to the extent applicable or required, any notice be withheld with respect to the effectiveness such payment as provided in Section 3.6. (c) The exchange of the Merger and any instructions for surrendering Uncertificated Book-Entry Shares and (B) establish procedures representing Class A Partnership Units, Operations Preferred Shares, Company Common Stock or Company Preferred Stock, as applicable, shall be effected in accordance with the Paying Agent Agent’s customary procedures with respect to book-entry securities. The Book-Entry Shares so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Class A Partnership Units, Operations Preferred Shares, Company Common Stock or Company Preferred Stock that is not registered in the transfer records of the Partnership, Operations or the Company, as applicable, payment of the applicable Merger Consideration may be made to a Person other than the Person in whose name the Book-Entry Share so surrendered is registered if such Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and DTC the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to ensure the reasonable satisfaction of Parent that the Paying Agent will transmit to DTC such Taxes have been paid or its nominees are not applicable. Until surrendered as soon as practicable contemplated by this Section 3.4, each Book-Entry Share shall be deemed at any time after the Partnership Merger Effective Time, Operations Merger Effective Time or Company Merger Effective Time, as applicable, to represent only the right to receive upon such surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesapplicable Merger Consideration. No interest shall be paid or accrued for the benefit of shall accrue on any payment to holders of Book-Entry Shares hereunder. (d) On or after the Certificates first anniversary of the Company Merger Effective Time, the Surviving Company shall be entitled to cause the Paying Agent to deliver to the Surviving Company any funds made available by Parent to the Paying Agent which have not been disbursed to holders of Book-Entry Shares representing Class A Partnership Units, Operations Preferred Shares, Company Common Stock or Company Preferred Stock, as applicable, and Uncertificated thereafter, such holders shall be entitled to look to the Surviving Company with respect to the cash amounts payable upon surrender of their Book-Entry Shares. None of Parent, the Surviving Entities, the Paying Agent or any other Person shall be liable to any holder of Class A Partnership Units, Operations Preferred Shares, Company Common Stock or Company Preferred Stock, as applicable, for any Merger Consideration or other amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of Class A Partnership Units, Operations Preferred Shares, Company Common Stock or Company Preferred Stock, as applicable, immediately prior to the time at which such amounts would otherwise escheat to, or become the property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto. (e) As of the Partnership Merger Effective Time, the Operations Merger Effective Time and the Company Merger Effective Time, as applicable, the stock or unit transfer books of the Partnership, Operations and the Company, as applicable, shall be closed, and thereafter, there shall be no further registration of transfers of Partnership Units, Operations Shares on or Company Capital Stock. The applicable Merger Consideration paid in accordance with the terms of this Article III upon surrender of Book-Entry Shares representing Class A Partnership Units, Operations Preferred Shares, Company Common Stock and Company Preferred Stock, as applicable, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Book-Entry Shares. From and after the Partnership Merger Effective Time, the holders of Class A Partnership Units outstanding immediately prior to the Partnership Merger Effective Time shall cease to have any rights with respect to such Class A Partnership Units, except as otherwise provided for herein or by applicable Law. From and after the Operations Merger Effective Time, the holders of Operations Preferred Shares outstanding immediately prior to the Operations Merger Effective Time shall cease to have any rights with respect to such Operations Preferred Shares, except as otherwise provided for herein or by applicable Law. From and after the Company Merger Effective Time, the holders of Company Common Stock and Company Preferred Stock, as applicable, outstanding immediately prior to the Company Merger Effective Time shall cease to have any rights with respect to such shares of Company Common Stock or Company Preferred Stock, except as otherwise provided for herein or by applicable Law. If, after the Partnership Merger Effective Time, Operations Merger Effective Time or Company Merger Effective Time, as applicable, Book-Entry Shares representing Class A Partnership Units, Operations Preferred Shares, Company Common Stock or Company Preferred Stock, as applicable, are presented to the Paying Agent, Surviving Company or Surviving Partnership for transfer, they shall be cancelled and exchanged as provided in this Agreement. (f) After the Closing Date, the Paying Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Company. Any interest and other income resulting from such investments shall be paid to the Surviving Company. Until the termination of the Exchange Fund, to the extent that there are losses with respect to such investments, or the cash portion of the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration payable upon as contemplated hereby, the surrender Surviving Company shall promptly replace or restore the cash portion of the Exchange Fund lost through investments or other events so as to ensure that the cash portion of the Exchange Fund is, at all times, maintained at a level sufficient to make all such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIpayments.