Common use of Procedures for Surrender; No Interest Clause in Contracts

Procedures for Surrender; No Interest. (i) No later than two (2) Business Days following the Effective Time (or, after the Letter of Transmittal has been mutually agreed as provided below, at such earlier time as may be requested by the Stockholder Representative), Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Stock and Company Stock Options at the Effective Time, whose Company Stock or Company Stock Option was converted pursuant to Section 2.1(b) into the right to receive the Merger Consideration, a letter of transmittal (a “Letter of Transmittal”) and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Agent, and which Letter of Transmittal will be in customary form and have such other provisions as the Stockholder Representative, Parent and the Surviving Corporation may reasonably specify and otherwise be form and substance mutually acceptable to Parent and Stockholder Representative) for use in such exchange. Each holder of shares of Company Stock and Company Stock Options that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration into which such shares of Company Stock and Company Stock Options have been converted pursuant to Section 2.1(b) in respect of the Company Stock and Company Stock Options represented by a Certificate or Book-Entry Share, any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(f), and any dividends or other distributions pursuant to Section 2.3(g) within two (2) Business Days of: (i) surrender to the Exchange Agent of a Certificate; or

Procedures for Surrender; No Interest. (i) No later than two (2) Business Days following Promptly after the Effective Time (or, after the Letter of Transmittal has been mutually agreed as provided below, at such earlier time as may be requested by the Stockholder Representative)Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Stock and Company Stock Options Common Units at the Effective Time, whose Company Stock or Company Stock Option was Common Units were converted pursuant to Section 2.1(b2.01(b) into the right to receive the Merger Consideration, a letter of transmittal (a “Letter of Transmittal”) and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Agent, and which Letter letter of Transmittal transmittal will be in customary form and have such other provisions as the Stockholder Representative, Parent and the Surviving Corporation Company may reasonably specify and otherwise be form and substance mutually acceptable to Parent and Stockholder Representativespecify) for use in such exchange. Each holder of shares of Company Stock and Company Stock Options Common Units that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration into which such shares of Company Stock and Company Stock Options Common Units have been converted pursuant to Section 2.1(b2.01(b) in respect of the Company Stock and Company Stock Options Common Units represented by a Certificate or Book-Entry ShareUnits, (including any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(f2.01(e)), and any dividends or other distributions pursuant to Section 2.3(g2.02(g) within two (2) Business Days ofupon: (i) surrender to receipt of evidence reasonably requested by the Exchange Agent for the surrender of the Book-Entry Units together with a Certificate; orduly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the surrender or transfer of any Book-Entry Unit. Upon payment of the Merger Consideration pursuant to the provisions of this ARTICLE II, each Book-Entry Unit or Book-Entry Units so surrendered or transferred, as the case may be, shall immediately be cancelled.

Procedures for Surrender; No Interest. (i) No later than two (2) Business Days following the Effective Time (or, after the Letter of Transmittal has been mutually agreed as provided below, at such earlier time as may be requested by the Stockholder Representative), Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Stock and Company Stock Options at the Effective Time, whose Company Stock or Company Stock Option was converted pursuant to Section 2.1(b) into the right to receive the Merger Consideration, a letter of transmittal (a “Letter of Transmittal”) and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Agent, and which Letter of Transmittal will be in customary form and have such other provisions as the Stockholder Representative, Parent and the Surviving Corporation may reasonably specify and otherwise be form and substance mutually acceptable to Parent and Stockholder Representative) for use in such exchange. Each holder of shares of Company Stock and Company Stock Options that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration into which such shares of Company Stock and Company Stock Options have been converted pursuant to Section 2.1(b) in respect of the Company Stock and Company Stock Options represented by a Certificate or Book-Entry Share, any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(f), and any dividends or other distributions pursuant to Section 2.3(g) within two (2) Business Days of: (i) surrender to the Exchange Agent of a Certificate; oror (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares; in each case, together with a duly completed and validly executed Letter of Transmittal and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the surrender or transfer of any Certificate or Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this Article II, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be canceled. If a holder of Company Stock provides the required documentation to the Exchange Agent at least two (2) Business Days prior to the Closing Date, and such holder is the record holder as of the Closing Date, then the holder of such Certificate shall be paid on the Closing Date in exchange therefor the Merger Consideration such holder is entitled to as set forth on the Merger Consideration Schedule. Until surrendered as contemplated by this Section 2.3(b), each Certificate (other than Dissenting Shares) shall at any time after the Effective Time represent solely the right to receive upon such surrender the consideration payable in respect of such Certificate pursuant to this Agreement.

Procedures for Surrender; No Interest. (i) No later than two (2) Business Days following Promptly after the Effective Time (or, after the Letter of Transmittal has been mutually agreed as provided below, at such earlier time as may be requested by the Stockholder Representative)Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Capital Stock and Company Stock Options at the Effective Time, whose Company Capital Stock or Company Stock Option was converted pursuant to Section 2.1(b2.01(b) into the right to receive the Merger Consideration, a letter of transmittal (a “Letter of Transmittal”) and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Agent, and which Letter letter of Transmittal transmittal will be in customary form and have such other provisions as the Stockholder Representative, Parent and the Surviving Corporation may reasonably specify and otherwise be form and substance mutually acceptable to Parent and Stockholder Representativespecify) for use in such exchange. Each holder of shares of Company Capital Stock and Company Stock Options that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration into which such shares of Company Capital Stock and Company Stock Options have been converted pursuant to Section 2.1(b2.01(b) in respect of the Company Capital Stock and Company Stock Options represented by a Certificate or Book-Entry Share, and any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(f), and any dividends or other distributions pursuant to Section 2.3(g2.01(e) within two (2) Business Days ofupon: (i) surrender to the Exchange Agent of a Certificate; oror (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares; in each case, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the surrender or transfer of any Certificate or Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this Article II, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled.