Common use of Procedure for Exchange Clause in Contracts

Procedure for Exchange. Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent") to act in such capacity in connection with the Merger. As of the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders (the "Shareholders") of shares of Company Common Stock, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately before the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the "Old Certificates"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock and (B) Cash Consideration which such holder has the right to receive pursuant to the provisions of this Article II and the Plan of Merger, and the Old Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which are not registered on the transfer records of the Company, it shall be a condition of the exchange thereof that the Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and accompanied by all documents required to evidence and affect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender (x) the certificate representing shares of Parent Common Stock, (y) and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration as contemplated by this Article II and the Plan of Merger.

Procedure for Exchange. Prior (i) Immediately after the Effective Time, (A) Parent will furnish to The Bank of New York, its transfer agent, or such other bank or trust company reasonably acceptable to the Closing DateCompany, Parent shall select American Stock Transfer & Trust Company to act as exchange agent (the "Exchange AgentEXCHANGE AGENT") a corpus (the "EXCHANGE FUND") consisting of Parent Shares and cash sufficient to act permit the Exchange Agent to make full payment of the Merger Consideration to the holders of all of the issued and outstanding Company Shares (other than any Company Shares owned by Parent, Parent Subsidiary or the Company), and (B) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in such capacity a form to be mutually agreed upon by the Company and Parent prior to Closing to each holder of issued and outstanding Company Shares (other than any Company Shares owned by Parent, the Parent Subsidiary or the Company) for the holder to use in connection with surrendering the Merger. As of certificates which, immediately prior to the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit represented his or its Company Shares against payment of the holders (the "Shareholders") of shares of Company Common Stock, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Merger Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"such holder is entitled pursuant toss.2(d)(v). As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately before the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the "Old Certificates"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates Upon surrender to the Exchange Agent and shall be in of such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agentcertificates, together with a such letter of transmittal, duly executed letter of transmittal and such other documents as may completed in accordance with the instructions thereto, Parent shall promptly cause to be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor issued a (A) certificate representing that number of whole Parent Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Parent Common Stock and (B) Cash Consideration which such Shares. If payment is to be made to a Person other than the registered holder has the right to receive pursuant to the provisions of this Article II and the Plan of Merger, and the Old Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which are not registered on the transfer records of the Companycertificate surrendered, it shall be a condition of the exchange thereof such payment that the Old Certificate representing such Company Common Stock is presented to the Exchange Agent certificate so surrendered shall be properly endorsed and or otherwise in proper form for transfer and accompanied that the Person requesting such payment shall pay any transfer or other taxes required by all documents required reason of the payment to evidence and affect a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that such transfer and by evidence that tax has been paid or is not applicable. In the event any applicable stock transfer taxes certificate representing Company Shares shall have been paidlost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof; provided, however, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger, each Old Certificate shall be deemed, on and No dividends or other distributions declared after the Effective TimeTime with respect to Parent Shares and payable to the holders of record thereof shall be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with thisss.2(e). After the surrender of a certificate in accordance with thisss.2(e), the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the Parent Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to represent only vote the Parent Shares into which his or its Company Shares shall have been converted into the right to receive upon such surrender (x) the certificate representing shares of Parent Common Stock, (y) and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration as contemplated by this Article II and the Plan of Mergerreceive.

Procedure for Exchange. Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent") to act in such capacity in connection with the Merger. As of Immediately following the Effective Time, Parent shall deposit with deliver to the Exchange AgentStockholder, for the benefit other than Parent or any subsidiary of the holders (the "Shareholders") of shares of Company Common StockParent, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately before prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectivelyeach, the an "Old CertificatesCertificate"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger certificate (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (iia "New Certificate") instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock and Merger Shares (Bother than the Escrow Shares) Cash Consideration which such holder has the right to receive pursuant to the provisions Article II, Section 1(c)(i) with respect to such Old Certificate against receipt by Parent of this Article II (i) such Old Certificate for cancellation and the Plan (ii) an executed letter of Mergertransmittal, and the Old Certificate so surrendered shall forthwith be cancelledcanceled (the certificates representing the Escrow Shares having therefore been deposited on behalf of the Stockholder into escrow as contemplated by Article II, Section 2(b). In the event of a transfer of ownership of shares of Company Common Stock which are is not registered on the transfer records of the Company, it shall a New Certificate representing the proper number of shares of Parent Preferred Stock may be issued to a condition of the exchange thereof that transferee if the Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and Parent, accompanied by all documents required to evidence and affect effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by this Article II, Section 2.2(a) and the Plan of Merger2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender surrender, New Certificates representing Merger Shares (xother than the Escrow Shares) the certificate representing shares of Parent Common Stock, (y) and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration as contemplated by this Article II II, Section 1(c)(i), without interest. All Escrow Shares shall be held by, and distributed in accordance with, the Plan terms and provisions of Mergerthe Escrow Agreement.

Procedure for Exchange. Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent") to act in such capacity in connection with the Merger. As of Following the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders (the "Shareholders") of shares of Company Common Stock, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Time, the Exchange Agent shall mail deliver to each holder of record record, other than the Company and Parent or any subsidiary of the Parent, of a certificate or certificates which immediately before prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectivelyeach, the a "Old CertificatesCOMPANY CERTIFICATE"): ), a certificate (ia "PARENT CERTIFICATE") a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock and (B) Cash Consideration which Merger Shares that such holder has the right to receive pursuant to Section 2.1(b)(iv) with respect to such Company Certificate, against receipt by Parent of (i) such Company Certificate for cancellation, (ii) an executed letter of transmittal, (iii) an executed stockholder investment representation letter in the provisions of this Article II form attached hereto as EXHIBIT B (each, a "STOCKHOLDER INVESTMENT REPRESENTATION LETTER") and (iv) a duly executed stock power to be delivered to the Plan of Mergertransfer agent, and the Old Company Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which are that is not registered on the transfer records of the Company, it shall a Parent Certificate representing the proper number of Merger Shares may be issued to a condition of transferee if the exchange thereof that the Old Company Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and Parent, accompanied by all documents required to evidence and affect effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger), each Old Company Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender (x) the certificate surrender, Parent Certificates representing shares of Parent Common Stock, (y) and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration Merger Shares as contemplated by this Article II and the Plan of MergerSection 2.1(b)(iv), without interest.

Procedure for Exchange. Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent") to act in such capacity in connection with the Merger. As of Immediately following the Effective Time, Parent shall deposit with deliver to the Exchange AgentStockholder, for the benefit other than Parent or any subsidiary of the holders (the "Shareholders") of shares of Company Common StockParent, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately before prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectivelyeach, the an "Old CertificatesCertificate"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger certificate (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (iia "New Certificate") instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock and Merger Shares (Bother than the Escrow Shares) Cash Consideration which such holder has the right to receive pursuant to the provisions Section 2.1(c)(i) with respect to such Old Certificate against receipt by Parent of this Article II (i) such Old Certificate for cancellation and the Plan (ii) an executed letter of Mergertransmittal, and the Old Certificate so surrendered shall forthwith be cancelledcanceled (the certificates representing the Escrow Shares having therefore been deposited on behalf of the Stockholder into escrow as contemplated by Section 2.2(b) hereof). In the event of a transfer of ownership of shares of Company Common Stock which are is not registered on the transfer records of the Company, it shall a New Certificate representing the proper number of shares of Parent Preferred Stock may be issued to a condition of the exchange thereof that transferee if the Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and Parent, accompanied by all documents required to evidence and affect effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger2.2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender surrender, New Certificates representing Merger Shares (xother than the Escrow Shares) the certificate representing shares of Parent Common Stock, (y) and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration as contemplated by this Article II Section 2.1(c)(i), without interest. All Escrow Shares shall be held by, and distributed in accordance with, the Plan terms and provisions of Mergerthe Escrow Agreement.

Procedure for Exchange. Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent") to act in such capacity in connection with the Merger. As of Immediately following the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders (the "Shareholders") of shares of Company Common Stock, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Time, the Exchange Agent shall mail deliver to each holder of record of a certificate or certificates (each, an "Old Certificate") which immediately before prior to the Effective Time represented issued and outstanding shares of Company Common Stock certificates (collectively, the "Old New Certificates"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock and Merger Shares (Bother than the Escrowed Shares) Cash Consideration which such holder has the right to receive pursuant to the provisions Section 2.1(d)(i) with respect to such Old Certificate against receipt by Parent of this Article II (i) such Old Certificate for cancellation and the Plan (ii) an executed letter of Mergertransmittal, and the Old Certificate so surrendered shall forthwith be cancelledcancelled (the certificates representing the Escrowed Shares having concurrently been deposited on behalf of the Stockholders into escrow as contemplated by Section 2.2(b) hereof). In the event of a transfer of ownership of shares of Company Common Stock which are is not registered on the transfer records of the Company, it shall New Certificates representing the proper number of shares of Parent Common Stock may be issued to a condition of the exchange thereof that transferee if the Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and Parent, accompanied by all documents required to evidence and affect effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger2.2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender New Certificates representing the Merger Shares (xother than the Escrowed Shares) the certificate representing shares of Parent Common Stock, (y) and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration as contemplated by this Article II Section 2.1(d)(i), and such Stockholders portion of the Plan Per Share Cash Payment, without interest, as contemplated by Section 2(d)(ii). All Escrowed Shares shall be held by, and distributed in accordance with, the terms and provisions of Mergerthe Escrow Agreement.

Procedure for Exchange. Prior At the Closing, Alloy shall deliver to the Closing Date, Parent shall select American Stock Transfer & Trust each Stockholder in exchange for each Company as exchange agent Certificate or affidavit of loss thereof tendered by such Stockholder (1) a certificate (the "Exchange AgentAlloy Certificate") representing that number of Merger Shares that the Stockholder has the right to act receive pursuant to Section 2.1(a) with respect to such Company Certificate, less the Escrow Shares attributable to such Company Certificate determined as set forth in such capacity in connection with this Section 2.2 and the Merger. As Escrow Agreement, (2) a Warrant representing the portion of the Effective TimeTotal Warrant Share Amount, Parent shall deposit with if any, that the Exchange AgentStockholder has the right to receive pursuant to Section 2.1(a), for the benefit and (3) such amount of the holders (Closing Cash Payment that the "Shareholders"Stockholder has the right to receive pursuant to Section 2.1(a) after receipt by Alloy of shares of Company Common Stock, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stocksuch Company Certificate for cancellation, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately before the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the "Old Certificates"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock Alloy and (Bii) Cash Consideration which an executed letter of transmittal, in which, among other things, such holder has agrees to be bound by Section 7.2(b) and any other applicable restrictions on transfer of the right to receive pursuant to the provisions of this Article II and the Plan of MergerMerger Shares represented by such Alloy Certificate, together with such other documents as may be reasonably required by Alloy, and the Old Company Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which are not registered on the transfer records of the Company, it shall be a condition of the exchange thereof that the Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and accompanied by all documents required to evidence and affect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger2.2, each Old Company Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender (x) surrender, the certificate representing shares Per Share Consideration for each share of Parent Common Stock, (y) and cash in lieu of fractional shares (as hereinafter provided) of Parent Company Common Stock evidenced by such Company Certificate, without interest. All Escrow Shares shall be held by the Escrow Agent, and (z) distributed solely in accordance with, the applicable amount terms and provisions of Cash Consideration as contemplated by this Article II and the Plan of MergerEscrow Agreement.

Procedure for Exchange. Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent") to act in such capacity in connection with the Merger. As of Immediately following the Effective Time, Parent Purchaser shall deposit with the Exchange Agent, for the benefit of the holders (the "Shareholders") of shares of Company Common Stock, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Time, the Exchange Agent shall mail deliver to each holder of record record, other than the Company or any subsidiary of the Company and Purchaser or any subsidiary of Purchaser, of a certificate or certificates which immediately before prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectivelyeach, the an "Old CertificatesCertificate"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger certificate (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (iia "New Certificate") instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock and (B) Cash Consideration Merger Shares which such holder has the right to receive receive, if any, pursuant to the provisions Section 2.1(c)(i) with respect to such Old Certificate against receipt by Purchaser of this Article II such Old Certificate for cancellation and the Plan (ii) an executed letter of Mergertransmittal, and the Old Certificate so surrendered shall forthwith be cancelledcanceled (the certificates representing the Escrow Shares having theretofore been deposited on behalf of the Stockholder into escrow as contemplated by Section 2.2(a) hereof). In the event of a transfer of ownership of shares of Company Common Stock which are is not registered on the transfer records of the Company, it shall a New Certificate representing the proper number of shares of Purchaser Common Stock may be issued to a condition of the exchange thereof that transferee if the Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and Purchaser, accompanied by all documents required to evidence and affect effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger2.2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender surrender, New Certificates representing Merger Shares (xother than the Escrow Shares) the certificate representing shares of Parent Common Stock, (y) and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration as contemplated by this Article II Section 2.1(c)(i), without interest. All Escrow Shares shall be held by, and distributed in accordance with, the Plan terms and provisions of Mergerthe Escrow Agreement.

Procedure for Exchange. Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent") to act in such capacity in connection with the Merger. As of the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders (the "Shareholders") of shares of Company Common Stock, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Time, counsel for Parent (the ?Exchange Agent Agent?) shall mail or deliver to each holder of record of a certificate or certificates which immediately before the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the "?Old Certificates"?): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing the Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock representing the Stock Consideration and (B) a check payable to such holder for the Cash Consideration which such holder has the right to receive pursuant to the provisions of this Article II and the Plan of MergerII, and the Old Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which are not registered on the transfer records of the Company, it shall be a condition of the exchange thereof that the Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and accompanied by all documents required to evidence and affect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger), each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender (x) the certificate representing full shares of Parent Common Stock, Stock in respect of the Stock Compensation; (y) and cash in lieu of fractional shares of Parent Common Stock in respect of the Stock Compensation (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration as contemplated by this Article II and per share in the Plan of Mergeramount provided for in Section 2.1(d)(i) above.