Common use of Procedure for Exchange Clause in Contracts

Procedure for Exchange. (i) Prior to the Effective Time, IBS and Info will select a bank or trust company to act as exchange agent (the "EXCHANGE AGENT") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND") consisting of Holdco Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the issued and outstanding Info Shares (other than any Info Shares owned by IBS or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info and IBS prior to Closing to each holder of issued and outstanding Info Shares or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, represented his or its Info Shares or IBS Shares against payment of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v). Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco shall promptly cause to be issued a certificate representing that number of whole Holdco 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 as provided in Section 2(f)(ix). 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 Holdco Shares.

Procedure for Exchange. (i) Prior to Immediately after the Effective Time, IBS and Info (A) the Purchaser will select a furnish to StockTrans, Inc., its transfer agent, or such bank or trust company reasonably acceptable to Target, to act as exchange agent (the "EXCHANGE AGENTExchange Agent") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUNDExchange Fund") consisting of Holdco Purchaser Shares -------------- ------------- and cash sufficient to permit the Exchange Agent to make full payment of the Info Per Share Merger Consideration to the holders of all of the issued and outstanding Info Target Shares (other than any Info Shares Purchaser-owned by IBS or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or InfoShares). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following (B) the Effective Time, Holdco Purchaser will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a the form to be mutually agreed upon by Info the Target and IBS prior to Closing the Purchaser to each holder of issued and outstanding Info Shares or IBS Target Shares (other than any Info Shares or IBS Shares Purchaser-owned by IBS or InfoShares) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, which represented his or its Info Shares or IBS Target Shares against payment of the applicable Per Share Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v)Consideration. Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco the Surviving Corporation shall promptly cause to be issued a certificate representing that number of whole Holdco Purchaser 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 as provided in Section 2(f)(ix)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 Holdco Purchaser Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Per Share Merger Consideration deliverable in respect thereof; provided, however, the -------- ------- Person to whom the Per Share 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 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. No dividends or other distributions declared after the Effective Time with respect to Purchaser 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 this (S)2(e). After the surrender of a certificate in accordance with this (S)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 Purchaser Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Purchaser Shares into which his Target Shares shall have been converted.

Procedure for Exchange. (i) Prior At or prior to the Effective Time, IBS and Info (A) Acquiror will select a furnish to Equiserve, its transfer agent, or such other bank or trust company reasonably acceptable to the Company, to act as exchange agent (the "EXCHANGE AGENT") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND") consisting of Holdco Acquiror Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the issued and outstanding Info Company Shares (other than any Info Company Shares owned by IBS Acquiror or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or InfoCompany). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco (B) Acquiror will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info the Company and IBS Acquiror prior to Closing to each holder of issued and outstanding Info Shares or IBS Company Shares (other than any Info Shares or IBS Company Shares owned by IBS Acquiror or Infothe Company) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, represented his or its Info Shares or IBS Company Shares against payment of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(vss.2(d)(v). Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco Acquiror shall promptly cause to be issued a certificate representing that number of whole Holdco Acquiror 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 as provided in Section 2(f)(ix)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 Holdco Acquiror Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Company Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, 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. No dividends or other distributions declared after the Effective Time with respect to Acquiror 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 this ss.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 Acquiror Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Acquiror Shares into which his or its Company Shares shall have been converted into the right to receive.

Procedure for Exchange. (i) Prior At or prior to the Effective Time, IBS and Info (A) Acquiror will select a furnish to Equiserve, its transfer agent, or such other bank or trust company reasonably acceptable to the Company, to act as exchange agent (the "EXCHANGE AGENT") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND") consisting of Holdco Acquiror Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Merger Consideration to the holders of all of the issued and outstanding Info Company Shares (other than any Info Company Shares owned by IBS Acquiror or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or InfoCompany). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following the Effective Time, Holdco (B) Acquiror will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Info the Company and IBS Acquiror prior to Closing to each holder of issued and outstanding Info Shares or IBS Company Shares (other than any Info Shares or IBS Company Shares owned by IBS Acquiror or Infothe Company) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, represented his or its Info Shares or IBS Company Shares against payment of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(vtoss.2(d)(v). Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco Acquiror shall promptly cause to be issued a certificate representing that number of whole Holdco Acquiror 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 as provided in Section 2(f)(ix)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 Holdco Acquiror Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Company Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, 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. No dividends or other distributions declared after the Effective Time with respect to Acquiror 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 this ss.2(e). After the surrender of a certificate in accordance with this ss.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 Acquiror Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Acquiror Shares into which his or its Company Shares shall have been converted into the right to receive.

Procedure for Exchange. (i) Prior to the Effective TimeClosing Date, IBS and Info will Parent shall select a bank or trust company to act Continental Stock Transfer, Inc. as exchange agent (the "EXCHANGE AGENTExchange Agent") hereunderto act in such capacity in connection with the Merger. At or prior to As of the Effective TimeDate, Holdco Parent shall deposit with the Exchange Agent a corpus Agent, for the benefit of the holders of shares of Company Stock (the "EXCHANGE FUNDShareholders") consisting ), for exchange in accordance with this Article II and the Plan of Holdco Shares Merger, certificates representing the shares of Parent Common Stock to be issued as Merger Consideration, if any, and cash sufficient certificates representing the Parent Warrants contemplated to permit be issued as Warrant Consideration (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and such Parent Warrants being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Date, the Exchange Agent shall mail to make full payment each holder of record of a certificate or certificates which immediately before the Info Merger Consideration to the holders of all of the Effective Date represented issued and outstanding Info Shares shares of Company Stock (other than any Info Shares owned by IBS or Infocollectively, the "Old Certificates") and to each holder of the IBS Merger Consideration to the holders record of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS a certificate or Info). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following certificates which immediately before the Effective TimeDate represented outstanding Company Warrants (collectively, Holdco will cause the Exchange Agent to mail "Old Warrants"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (with instructions for its use) in a form to and specifying how delivery shall be mutually agreed upon by Info effected, and IBS prior to Closing to each holder risk of issued loss and outstanding Info Shares or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) for the holder to use in surrendering the certificates which, immediately prior title to the Effective TimeOld Certificates and Old Warrants shall pass, represented his or its Info Shares or IBS Shares against payment only upon delivery of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v). Upon surrender Old Certificates and Old Warrants 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 such certificatesOld Certificates and Old Warrants in exchange for certificates representing Merger Consideration and Warrant Consideration, as the case may be. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with such a duly executed letter of transmittaltransmittal and such other documents as may be reasonably required by the Exchange Agent, duly executed and completed the holder of such Old Certificate shall be entitled to receive in accordance with the instructions thereto, Holdco shall promptly cause to be issued exchange therefor a certificate representing that number of whole Holdco Shares shares of Parent Common Stock 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 check transfer of ownership of shares of Company Stock which are not registered on the transfer records of Company, it shall be a condition of the exchange thereof that the Old Certificate representing such Company Stock is presented to the amount 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 cash in lieu of any fractional shares Merger, each Old Certificate shall be deemed, on and unpaid dividends and distributions, if anyafter the Effective Date, to represent only the right to receive upon such surrender a certificate representing that number of shares of Parent Common Stock which such Persons are entitled, after giving effect holder has the right to any required tax withholdings as provided in Section 2(f)(ix). No interest will be paid or accrued on receive pursuant to this Article II and the cash in lieu Plan of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Holdco SharesMerger.

Procedure for Exchange. (i) Prior to Immediately after the Effective Time, IBS and Info (A) the Purchaser will select a furnish to StockTrans, Inc., its transfer agent, or such bank or trust company reasonably acceptable to Target, to act as exchange agent (the "EXCHANGE AGENT") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUND") consisting of Holdco Purchaser Shares and cash sufficient to permit the Exchange Agent to make full payment of the Info Per Share Merger Consideration to the holders of all of the issued and outstanding Info Target Shares (other than any Info Shares Purchaser-owned by IBS or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or InfoShares). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following (B) the Effective Time, Holdco Purchaser will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a the form to be mutually agreed upon by Info the Target and IBS prior to Closing the Purchaser to each holder of issued and outstanding Info Shares or IBS Target Shares (other than any Info Shares or IBS Shares Purchaser-owned by IBS or InfoShares) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, which represented his or its Info Shares or IBS Target Shares against payment of the applicable Per Share Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v)Consideration. Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco the Surviving Corporation shall promptly cause to be issued a certificate representing that number of whole Holdco Purchaser 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 as provided in Section 2(f)(ix)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 Holdco SharesPurchaser shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Per Share Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, the Person to whom the Per Share 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 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. No dividends or other distributions declared after the Effective Time with respect to Purchaser 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 this Section 2(e). After the surrender of a certificate in accordance with this Section 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 Purchaser Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Purchaser Shares into which his Target Shares shall have been converted.

Procedure for Exchange. (i) Prior to Immediately after the Effective Time, IBS and Info (A) the Purchaser will select a furnish to StockTrans, Inc., its transfer agent, or such bank or trust company reasonably acceptable to Target, to act as exchange agent (the "EXCHANGE AGENTExchange -------- Agent") hereunder. At or prior to the Effective Time, Holdco shall deposit with the Exchange Agent a corpus (the "EXCHANGE FUNDExchange Fund") consisting of Holdco Purchaser Shares and cash ----- ------------- sufficient to permit the Exchange Agent to make full payment of the Info Per Share Merger Consideration to the holders of all of the issued and outstanding Info Target Shares (other than any Info Shares Purchaser-owned by IBS or Info) and of the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or InfoShares). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following (B) the Effective Time, Holdco Purchaser will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a the form to be mutually agreed upon by Info the Target and IBS prior to Closing the Purchaser to each holder of issued and outstanding Info Shares or IBS Target Shares (other than any Info Shares or IBS Shares Purchaser- owned by IBS or InfoShares) for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, which represented his or its Info Shares or IBS Target Shares against payment of the applicable Per Share Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v)Consideration. Upon surrender to the Exchange Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Holdco the Surviving Corporation shall promptly cause to be issued a certificate representing that number of whole Holdco Purchaser 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 as provided in Section 2(f)(ix)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 Holdco Purchaser Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Per Share Merger Consideration deliverable in respect thereof; provided, however, the -------- ------- Person to whom the Per Share 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 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. No dividends or other distributions declared after the Effective Time with respect to Purchaser 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 this (S)2(e). After the surrender of a certificate in accordance with this (S)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 Purchaser Shares represented by such certificate. No holder of an unsurrendered certificate shall be entitled, until the surrender of such certificate, to vote the Purchaser Shares into which his Target Shares shall have been converted.

Procedure for Exchange. (i) Prior to the Effective TimeClosing Date, IBS and Info will Parent shall select a bank or trust company to act as an exchange agent (the "EXCHANGE AGENTExchange Agent") hereunderreasonably satisfactory to Company to act in such capacity in connection with the Merger. At or prior to As of the Effective Time, Holdco Parent shall deposit with the Exchange Agent a corpus Agent, for the benefit of the holders of shares of Company Common Stock (the "EXCHANGE FUNDStockholders") consisting ), for exchange in accordance with this Article II and the Plan of Holdco Shares and cash sufficient Merger, certificates representing the shares of Parent Common Stock contemplated to permit the Exchange Agent to make full payment of the Info be issued as Merger Consideration to the holders of all of the issued and outstanding Info Shares (other than which shares of Parent Common Stock, together with any Info Shares owned by IBS dividends or Info) and of distributions with respect thereto, being hereinafter referred to as the IBS Merger Consideration to the holders of all of the issued and outstanding IBS Shares (other than any IBS Shares owned by IBS or Info"Exchange Fund"). Cash utilized to pay any Info Merger Consideration will be provided by Info, and cash utilized to pay any IBS Merger Consideration will be provided by IBS. Promptly following As soon as practicable after the Effective Time but in no event later than twenty (20) Business Days after the Effective Time, Holdco will cause the Exchange Agent shall mail to mail 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 (with instructions for its use) in a form to and specifying how delivery shall be mutually agreed upon by Info effected, and IBS prior to Closing to each holder risk of issued loss and outstanding Info Shares or IBS Shares (other than any Info Shares or IBS Shares owned by IBS or Info) for the holder to use in surrendering the certificates which, immediately prior title to the Effective TimeOld Certificates shall pass, represented his or its Info Shares or IBS Shares against payment only upon delivery of the applicable Merger Consideration to which such holder is entitled pursuant to Section 2(e)(v). Upon surrender 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 such certificatesOld Certificates in exchange for certificates representing Merger Shares. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with such a duly executed letter of transmittaltransmittal and such other documents as may be reasonably required by the Exchange Agent, duly executed and completed the holder of such Old Certificate shall be entitled to receive in accordance with the instructions thereto, Holdco shall promptly cause to be issued exchange therefor a certificate representing that number of whole Holdco Shares shares of Parent Common Stock 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 check 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 amount Exchange Agent properly endorsed and otherwise in proper form for transfer and accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of cash in lieu of any fractional shares Merger, each Old Certificate shall be deemed, on and unpaid dividends and distributions, if anyafter the Effective Time, to which represent only the right to receive upon such Persons are entitled, after giving effect to any required tax withholdings as provided in Section 2(f)(ix). No interest will be paid or accrued on surrender the certificate representing shares of Parent Common Stock and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock as contemplated by this Article II and unpaid dividends and distributions, if any, payable to recipients the Plan of Holdco SharesMerger.