Common use of Procedures for Payment Clause in Contracts

Procedures for Payment. The Paying Agent shall effect the exchange of cash for certificates which, immediately prior to the Effective Time, represented shares of Common Stock entitled to payment pursuant to Section 2.2(a) (the “Certificates”). Within ten (10) Business Days following the Closing Date, Parent shall deliver to each Stockholder a letter of transmittal, in the form and substance substantially similar to Exhibit E attached hereto (the “Letter of Transmittal”) and instructions for use in surrendering certificates to the Paying Agent (or otherwise complying with the final sentence of this Section 2.6(c)) in exchange for the Closing Per Share Cash Consideration as specified in Section 2.2(a), in each case with such changes thereto as are required by the Paying Agent, and the information required by Section 262 of the DGCL in a form that is reasonably acceptable to Parent and the Company. At or as soon as practicable after the Effective Time, each Stockholder who has not already delivered such documents prior to the Effective Time, shall surrender to the Paying Agent Certificates representing the shares of Common Stock held by such Stockholder at the Effective Time, and each Stockholder shall deliver to the Paying Agent a Letter of Transmittal duly completed and validly executed in accordance with the instructions therein and any other documents as may be reasonably required pursuant to such instructions. The Paying Agent shall promptly provide a copy of the Letter of Transmittal, and deliver the Certificates and any stock powers, to Parent. Promptly following the later to occur of (x) the Effective Time and (y) delivery by a Stockholder of its Certificates and executed Letter of Transmittal to the Paying Agent, the Paying Agent shall deliver to such Stockholder the payment to which such Stockholder is entitled under Section 2.2(a) (and calculated as provided in Section 2.6(a)) to the Stockholder as indicated in such Stockholder’s Letter of Transmittal. Until so surrendered, each such Certificate shall represent solely the right to receive the payment to which such Stockholder is entitled under Section 2.2(a) (and calculated as provided Section 2.6(a)), without interest, and such Stockholder’s Pro Rata Share of any Distributions (except for such Distributions not made in accordance with a Stockholder’s Pro Rata Share as a result of differential values of Subaccounts as contemplated by Section 9.6(a)), and neither the Surviving Corporation nor the Paying Agent shall be required to pay the holder thereof the cash to which it would otherwise have been entitled. Notwithstanding the foregoing, if any such Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of such fact by the Stockholder claiming such Certificate to be lost, stolen or destroyed and the providing of an indemnity by such Stockholder to the Surviving Corporation and the Paying Agent against any claim that may be made against the Surviving Corporation or the Paying Agent with respect to such Certificate in customary form and amount, the Paying Agent shall issue, in exchange for such lost, stolen or destroyed Certificate, the payment contemplated by Section 2.2(a), without interest.

Procedures for Payment. The Paying Agent Stakeholder Representative or its designee shall effect act as paying agent in effecting the exchange of cash for certificates which, immediately prior to the Effective Time, represented shares of Common Stock entitled to payment pursuant to Section 2.2(a2.3(a) (Conversion of Outstanding Capital Stock) (the “Certificates”). Within ten (10) Business Days following of the Closing Datedate of this Agreement, Parent the Company shall deliver to each Stockholder (other than to Holdings) a letter of transmittal, transmittal substantially in the form and substance substantially similar to of Exhibit E F attached hereto (the “Letter of Transmittal”) and instructions for use in surrendering certificates ). Prior to the Paying Agent (or otherwise complying with the final sentence of this Section 2.6(c)) in exchange for the Closing Per Share Cash Consideration as specified in Section 2.2(a), in each case with such changes thereto as are required by the Paying Agent, and the information required by Section 262 of the DGCL in a form that is reasonably acceptable to Parent and the Company. At or as soon as practicable after the Effective Time, each Stockholder who has not already delivered such documents prior to the Effective Time, shall surrender to the Paying Agent Stakeholder Representative or its designee Certificates representing the shares of Common Stock held by such Stockholder at the Effective Time, and each Stockholder shall deliver to the Paying Agent Stakeholder Representative or its designee a Letter of Transmittal duly completed and validly executed in accordance with the instructions therein and any other documents as may be reasonably required pursuant to such instructions. The Paying Agent Stakeholder Representative or its designee shall promptly provide a copy of the Letter of Transmittal, and promptly following the Effective Time shall deliver the Certificates and any related stock powers, to ParentPurchaser. Promptly following the later to occur of (x) the Effective Time and (y) delivery by a Stockholder of its Certificates and executed Letter of Transmittal to the Paying AgentStakeholder Representative or its designee, the Paying Agent Stakeholder Representative or its designee shall deliver or cause to be delivered to such Stockholder the payment to which such Stockholder is entitled under Section 2.2(athis Agreement; provided, that all Stockholders who deliver their Letter of Transmittal at least five (5) (and calculated Business Days prior to the Closing Date shall be entitled to receive their distributions from the Purchaser on the Closing Date as provided in Section 2.6(a2.7a)(iv). All other Stockholders who deliver Letters of Transmittal and Certificate (or an Affidavit of Lost Certificate) to shall receive their distributions from the Stockholder Stakeholder Representative or its designee as indicated in such Stockholder’s soon as reasonably practicable, but no later than two (2) Business Days after delivery of their Letter of TransmittalTransmittal and Certificate (or an Affidavit of Lost Certificate). Until so surrendered, each such Certificate shall represent solely the right to receive the payment to which such Stockholder is entitled under Section 2.2(a) (and calculated as provided Section 2.6(a))this Agreement, without interest, and such Stockholder’s Pro Rata Share none of any Distributions (except for such Distributions not made in accordance with a Stockholder’s Pro Rata Share as a result of differential values of Subaccounts as contemplated by Section 9.6(a))Purchaser, and neither the Surviving Corporation nor or the Paying Agent Stakeholder Representative shall be required to pay the holder thereof the cash to which it would otherwise have been entitled. Notwithstanding the foregoing, if any such Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of such fact by the Stockholder claiming such Certificate to be lost, stolen or destroyed and the providing of an a customary indemnity in form and substance reasonably acceptable to the Surviving Corporation by such Stockholder to the Surviving Corporation (each, an “Affidavit of Lost Certificate”), the Stakeholder Representative and the Paying Agent its designee against any claim that may be made against the Surviving Corporation Corporation, the Stakeholder Representative or the Paying Agent Stakeholder Representative’s designee with respect to such Certificate in customary form and amountCertificate, the Paying Agent Stakeholder Representative or its designee shall issue, in exchange for such lost, stolen or destroyed Certificate, the payment payments contemplated by Section 2.2(a2.3(a) (Conversion of Outstanding Capital Stock), without interest, and otherwise under this Agreement.

Procedures for Payment. The Paying Agent shall effect the exchange of cash for certificates which, immediately prior to the Effective Time, represented shares of Common Stock entitled to payment pursuant to Section 2.2(a) (the “Certificates”). Within ten (10) Business Days following after the Closing Datedate of this Agreement, Parent the Company shall deliver to each Stockholder a letter of transmittal, in the form and substance substantially similar to Exhibit E H attached hereto (the “Letter of Transmittal”) and instructions for use in surrendering certificates to the Paying Agent (or otherwise complying with the final sentence of this Section 2.6(c)) in exchange for the Closing Per Share Cash Consideration and the rights as specified in Section 2.2(a), in each case with such changes thereto as are required by the Paying Agent, and the information required by Section 262 of the DGCL in a form that is reasonably acceptable to Parent and the Company. At Prior to or as soon as practicable after the Effective Time, each Stockholder who has not already delivered such documents prior to the Effective Time, shall surrender to the Paying Agent Certificates representing the shares of Common Stock held by such Stockholder at the Effective Time, and each Stockholder shall deliver to the Paying Agent a Letter of Transmittal duly completed and validly executed in accordance with the instructions therein and any other documents as may be reasonably required pursuant to such instructions. The Paying Agent shall promptly provide a copy of the each Letter of Transmittal, and deliver the Certificates and any related stock powers, to Parent. Promptly following the later to occur of (x) the Effective Time and (y) delivery by a Stockholder of its Certificates and executed Letter of Transmittal to the Paying Agent, the Paying Agent shall deliver to such Stockholder the payment to which such Stockholder is entitled under Section 2.2(a) (and calculated as provided in Section 2.6(a)) to the Stockholder as indicated in such Stockholder’s Letter of Transmittal. Until so surrendered, each such Certificate shall represent solely the right to receive the payment to which such Stockholder is entitled under Section 2.2(a) (and calculated as provided Section 2.6(a)), without interest, and such Stockholder’s Pro Rata and, with respect to any future Distributions, the Adjusted Share of any Distributions (except for such Distributions not made Distribution Amount in accordance with a Stockholder’s Pro Rata Share as a result of differential values of Subaccounts as contemplated by Section 9.6(a2.2(a)(i)), and neither the Surviving Corporation nor the Paying Agent shall be required to pay the holder thereof the cash to which it would otherwise have been entitled. Notwithstanding the foregoing, if any such Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of such fact by the Stockholder claiming such Certificate to be lost, stolen or destroyed and the providing of an indemnity by such Stockholder to the Surviving Corporation and the Paying Agent against any claim that may be made against the Surviving Corporation or the Paying Agent with respect to such Certificate in customary form and amountCertificate, the Paying Agent shall issue, in exchange for such lost, stolen or destroyed Certificate, the payment contemplated by Section 2.2(a2.6(a), without interest, and, with respect to any future Distributions, the Adjusted Share Distribution Amount in accordance with Section 2.2(a)(i).