Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. Prior to the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of Company Stock evidenced by electronic certificates (the “Certificates”) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittal, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Letter of Transmittal to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of a Letter of Transmittal with respect to all Certificates held by such holder for cancellation, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions (the “Transmittal Documents”), the holder of such Certificates shall be entitled to receive in exchange therefor and Parent shall cause the Exchange Agent to deliver, the applicable Per Share Merger Consideration in accordance with the provisions of Section 2.1 and as set forth in the Allocation Statement, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b), each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive in accordance with the provisions of Section 2.1.

Procedures for Surrender. Prior (a) With respect to Certificates, as promptly as reasonably practicable after the Effective TimeTime (and in any event within three Business Days thereafter), Parent the Surviving Entity shall cause the Exchange Agent to mail to each holder of Company Stock evidenced by electronic certificates record of each such Certificate (i) notice advising such holders of the “Certificates”effectiveness of the Merger; (ii) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittaltransmittal in customary form, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificate (or satisfaction of the conditions provided in Section 5.7 in lieu of a Certificate) to the Exchange Agent (the “Letter of Transmittal Transmittal”); and (iii) instructions for surrendering a Certificate (or satisfaction of the conditions provided in Section 5.7 in lieu of a Certificate) to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the Upon surrender to the Exchange Agent of a Certificate (or satisfaction of the conditions provided in Section 5.7 in lieu of a Certificate) together with a duly executed and completed Letter of Transmittal with respect to all Certificates held by such holder for cancellation, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required pursuant to such instructions (the “Transmittal Documents”)instructions, the holder of such Certificates shall be entitled to receive in exchange therefor and Parent Surviving Entity shall cause the Exchange Agent to delivermail to each holder of record of any such Certificate in exchange therefore, as promptly as reasonably practicable thereafter, (x) a statement reflecting the applicable Per Share Merger Consideration in accordance with the provisions number of Section 2.1 and as set forth in the Allocation Statementwhole shares of Parent Common Stock, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b)if any, each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive pursuant to ARTICLE IV in accordance with the provisions name of such record holder and (y) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 2.15.8) of (A) any cash in lieu of fractional shares plus (B) any unpaid dividends or other distributions that such holder has the right to receive pursuant to this ARTICLE V. Any Certificate that has been so surrendered shall be cancelled by the Exchange Agent.

Procedures for Surrender. Prior to Promptly after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Stock evidenced by electronic certificates Shares (the “Certificates”) entitled to receive the applicable Per Share Merger Consideration or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (including holders of Company Restricted Shares or Company RSUs that are accelerated pursuant to Section 2.4(e)) (i) a letter of transmittal, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Letter Certificates (or affidavits of Transmittal loss in lieu thereof) to the Exchange Agent, 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 the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration issuable and payable in respect of such Company Shares pursuant to the Letter Section 2.1, including any amount payable in respect of TransmittalFractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on shares of Parent Stock in accordance with Section 2.2(f). Within two Upon surrender of a Certificate (2or an affidavit of loss in lieu thereof) Business Days (but in no event prior to the Effective Time) after the surrender or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of a Letter of Transmittal with respect to all Certificates held by such holder for cancellation, transmittal duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may be required pursuant to such instructions (the “Transmittal Documents”)instructions, the holder of such Certificates Certificate or Book-Entry Share shall be entitled to receive in exchange therefor and Parent shall cause the Exchange Agent to deliver, the applicable Per Share Merger Consideration in accordance with pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.1 2.6, and as set forth any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Stock in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the Allocation Statementsurrendering holder) within five (5) business days following the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, letter of transmittal and such other documents, and the Certificates Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be cancelledmade to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2(b)2.2, each Certificate entitled to receive the applicable Per and Book-Entry Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with the provisions Section 2.6, and any dividends or other distributions on shares of Parent Stock in accordance with Section 2.12.2(f), without interest thereon.

Procedures for Surrender. Prior to (i) As promptly as reasonably practicable after the Effective TimeTime (and in any event within five (5) Business Days thereafter), the Surviving Corporation (with the assistance of Parent if necessary) shall cause the Exchange Agent to mail provide or make available to each holder of Company Stock evidenced by electronic certificates record of Eligible Shares (the each a “CertificatesHolder”) entitled to receive notice advising such holders of the applicable Per Share Merger Consideration pursuant to Section 2.1 effectiveness of the Merger, which notice shall include (I) appropriate transmittal materials (including a customary letter of transmittal, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) specifying that delivery shall be effected, and risk of loss and title to the Certificates representing the Eligible Shares shall pass, only upon proper delivery of the Letter of Transmittal Certificates to the Exchange AgentAgent (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(e)), such materials to be in such form and have such other provisions as Parent desires and reasonably acceptable to the Company (such acceptance not to be unreasonably conditioned, withheld or delayed) and (iiII) instructions for use in effecting the surrender of the Certificates pursuant to (or affidavits of loss in lieu of the Letter of Transmittal. Within two (2Certificates, as provided in Section 4.2(e)) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of a Letter of Transmittal with respect to all Certificates held by such holder in exchange for cancellationthe Merger Consideration including the Fractional Share Consideration, duly completed if any, and validly executed in accordance with the instructions thereto and such other documents as may be required dividends or distributions payable pursuant to such instructions (the “Transmittal Documents”Section 4.2(i), the holder of such Certificates shall be entitled to receive in exchange therefor and Parent shall cause the Exchange Agent to deliverif any, the applicable Per Share Merger Consideration in accordance with the provisions of Section 2.1 and as set forth in the Allocation Statement, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b), each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive in accordance with as a result of the provisions Merger pursuant to Section 4.1. In furtherance of Section 2.1the foregoing, at or prior to the Effective Time, the Company shall deliver to Parent a complete and accurate listing of all Holders as of immediately prior to the Effective Time, including the name and address of each such Holder and the number of Company Shares held by such Holder.

Procedures for Surrender. Prior (a) With respect to Certificates, as promptly as reasonably practicable (but in any event within three (3) Business Days) after the Effective Time, Parent King shall cause the Exchange Agent to mail to each holder of Company Stock evidenced by electronic certificates record of each such Certificate (i) a notice advising such holder of the “Certificates”effectiveness of the Merger, (ii) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittal, which shall be transmittal in a customary form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) specifying that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) to the Exchange Agent or transfer of Book-Entry Shares not held through DTC (each, a “Non-DTC Book-Entry Share”) to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Non-DTC Book-Entry Shares) (the “Letter of Transmittal Transmittal”) and (iii) instructions for surrendering a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) in exchange for the aggregate Merger Consideration payable in respect thereof to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the Upon surrender to the Exchange Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) together with a duly executed and completed Letter of Transmittal with respect to all Certificates held by such holder for cancellation, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required pursuant to such instructions (the “Transmittal Documents”)instructions, the holder of such Certificates shall be entitled to receive in exchange therefor and Parent King shall cause the Exchange Agent to delivermail to each holder of record of any such Certificate in exchange therefore, as promptly as reasonably practicable thereafter, (A) a statement reflecting the applicable Per Share Merger Consideration in accordance with the provisions number of Section 2.1 and as set forth in the Allocation Statementwhole shares of King Common Stock, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b)if any, each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive in accordance with non-certificated book-entry form pursuant to Article II in the provisions name of such record holder and (B) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 2.13.8) of (x) any cash in lieu of fractional shares that such holder is entitled to receive pursuant to Section 3.5 plus (y) any unpaid cash dividends and any other dividends or other distributions that such holder has the right to receive pursuant to this Article III. Any Certificate that has been so surrendered shall be cancelled by the Exchange Agent.

Procedures for Surrender. Prior to As soon as reasonably practicable after the Effective Time, but in no event more than five (5) business days following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Stock evidenced by electronic certificates Shares (the “Certificates”) entitled to receive the applicable Per Share Merger Consideration or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Letter Certificates (or affidavits of Transmittal loss in lieu thereof) to the Exchange Agent, 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 the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration into which such Company Shares have been converted pursuant to the Letter Section 2.1, including any amount payable in respect of TransmittalFractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f). Within two Upon surrender of a Certificate (2or an affidavit of loss in lieu thereof) Business Days (but in no event prior to the Effective Time) after the surrender or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of a Letter of Transmittal with respect to all Certificates held by such holder for cancellation, transmittal duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may be required pursuant to such instructions (the “Transmittal Documents”)instructions, the holder of such Certificates Certificate or Book-Entry Share shall be entitled to receive in exchange therefor and Parent shall cause the Exchange Agent to deliver, the applicable Per Share Merger Consideration in accordance with pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.1 2.5, and as set forth any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Shares in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be mailed within five (5) business days following the Allocation StatementExchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificates Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be cancelledmade to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2(b)2.2, each Certificate entitled to receive the applicable Per and Book-Entry Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with the provisions of Section 2.12.5, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f), without interest thereon.

Procedures for Surrender. Prior (a) With respect to Certificates, as promptly as reasonably practicable after the Gulf Effective Time, Parent the Gulf Surviving Corporation shall cause the Exchange Agent to mail to each holder of Company Stock evidenced by electronic certificates record of each such Certificate (i) notice advising such holders of the “Certificates”effectiveness of the Mergers, (ii) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittaltransmittal in customary form, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) to the Exchange Agent (the “Letter of Transmittal Transmittal”), and (iii) instructions for surrendering a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7)) to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the Upon surrender to the Exchange Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) together with a duly executed and completed Letter of Transmittal with respect to all Certificates held by such holder for cancellation, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required pursuant to such instructions (the “Transmittal Documents”)instructions, the holder of such Certificates shall be entitled to receive in exchange therefor and Parent Gulf Surviving Corporation shall cause the Exchange Agent to delivermail to each holder of record of any such Certificate in exchange therefore, as promptly as reasonably practicable thereafter, (x) a statement reflecting the applicable Per Share Merger Consideration in accordance with the provisions number of Section 2.1 and as set forth in the Allocation Statementwhole shares of Holdco Common Stock, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b)if any, each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive pursuant to Article II in accordance with the provisions name of such record holder and (y) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 2.13.8) of (A) any cash in lieu of fractional shares of Holdco Common Stock plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to this Article III. Any Certificate that has been so surrendered shall be cancelled by the Exchange Agent.

Procedures for Surrender. Prior (a) With respect to Certificates, as promptly as reasonably practicable after the Effective TimeTime (and in any event within three Business Days thereafter), Parent the Surviving Entity shall cause the Exchange Agent to mail to each holder of Company Stock evidenced by electronic certificates record of each such Certificate (i) notice advising such holders of the “Certificates”effectiveness of the Merger; (ii) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittaltransmittal in customary form, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificate (or satisfaction of the conditions provided in Section 4.7 in lieu of a Certificate) to the Exchange Agent (the “Letter of Transmittal Transmittal”); and (iii) instructions for surrendering a Certificate (or satisfaction of the conditions provided in Section 4.7 in lieu of a Certificate) to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the Upon surrender to the Exchange Agent of a Certificate (or satisfaction of the conditions provided in Section 4.7 in lieu of a Certificate) together with a duly executed and completed Letter of Transmittal with respect to all Certificates held by such holder for cancellation, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required pursuant to such instructions (the “Transmittal Documents”)instructions, the holder of such Certificates shall be entitled to receive in exchange therefor and Parent Surviving Entity shall cause the Exchange Agent to delivermail to each holder of record of any such Certificate in exchange therefore, as promptly as reasonably practicable thereafter, (x) a statement reflecting the applicable Per Share Merger Consideration in accordance with the provisions number of Section 2.1 and as set forth in the Allocation Statementwhole shares of Parent Common Stock, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b)if any, each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive pursuant to ARTICLE III in accordance with the provisions name of such record holder and (y) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 2.14.8) of (A) any cash in lieu of fractional shares plus (B) any unpaid dividends or other distributions that such holder has the right to receive pursuant to this ARTICLE IV. Any Certificate that has been so surrendered shall be cancelled by the Exchange Agent.

Procedures for Surrender. Prior to Promptly after the Merger Effective Time (but in no event later than five (5) business days after the Merger Effective Time), Parent shall, and shall cause the Surviving Entity to, cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Company Stock evidenced by electronic certificates Shares, all of which are held in “book-entry” form (the “CertificatesBook-Entry Shares”) entitled to receive the applicable Per Share Merger Consideration ), whose Company Shares were exchanged pursuant to Section 2.1 a letter of transmittalfor the right to receive the Merger Consideration, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Letter of Transmittal to the Exchange Agent, and (ii) instructions for use in effecting the surrender of Book-Entry Shares in exchange for the Certificates pursuant Merger Consideration for which such Company Shares are to be exchanged, including, any amount payable in respect of the Letter Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions in accordance with Section 2.2(e). Upon surrender of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender a Book-Entry Share for cancellation to the Exchange Agent of a Letter of Transmittal with respect or to all Certificates held such other agent or agents as may be appointed by such holder for cancellation, duly completed and validly executed in accordance with Parent or the instructions thereto Surviving Entity and such other documents as may be required pursuant to such instructions (the “Transmittal Documents”)instructions, the holder of such Certificates Book-Entry Share shall be entitled to receive in exchange therefor and Parent shall cause (1) the Exchange Agent Stock Consideration pursuant to deliverthe provisions of this Article II (rounded down to the nearest whole share), (2) the applicable Per Cash Consideration pursuant to the provisions of this Article II, (3) an amount representing any Fractional Share Merger Consideration in accordance with that such holder of a Book-Entry Share has the right to receive pursuant to the provisions of Section 2.1 2.6, (4) the Pre-Closing Dividend, pursuant to the provisions of this Article II and as set forth (5) any amounts that such holder of a Book-Entry Share has the right to receive in respect of dividends or other distributions in accordance with Section 2.2(e) for each Company Share formerly represented by such Book-Entry Share. The amounts due pursuant to clauses (2), (3), (4) and (5) shall be made via check or wire or other electronic transfer of immediately available funds (at each such holder’s election) within five (5) business days following the Allocation Statementlater to occur of the Merger Effective Time or the Exchange Agent’s receipt of such Book-Entry Share, and the Certificates Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be cancelledmade to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2(b)2.2, each Certificate entitled to receive the applicable Per Book-Entry Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times any time after the Merger Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive as contemplated by this Article II, including any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.6 and any dividends or other distributions in accordance with Section 2.2(e), without interest thereon, and the provisions Pre-Closing Dividend. Shares of Parent Common Stock deliverable pursuant to this Section 2.12.2(b) in exchange for shares of Company Common Stock shall be in uncertificated book-entry form.

Procedures for Surrender. Prior (a) With respect to Certificates, as promptly as reasonably practicable after the Effective TimeTime (but no later than the third (3rd) Business Day thereafter), Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of Company Stock evidenced by electronic certificates record of each such Certificate (i) notice advising such holders of the “Certificates”effectiveness of the Merger, (ii) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittaltransmittal in customary form, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) to the Exchange Agent (the “Letter of Transmittal Transmittal”), (iii) a duly completed and validly executed declaration and/or Valid Tax Certificate (or such other forms as may be required under any applicable Law, the 104H Tax Ruling, each in such form as may be reasonably requested by the Exchange Agent, or such forms as prescribed in the Withholding Tax Ruling in which the holder of record of each such Certificate provides certain information necessary for the Exchange Agent to determine whether any amounts need to be withheld from the consideration payable or otherwise deliverable to such holder hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling), and (iv) instructions for surrendering a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7)) to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the Upon surrender to the Exchange Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) together with a duly executed and completed Letter of Transmittal with respect to all Certificates held by such holder for cancellation, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required pursuant to such instructions (the “Transmittal Documents”)instructions, the holder of such Certificates shall be entitled to receive in exchange therefor and Parent Surviving Corporation shall cause the Exchange Agent to delivermail to each holder of record of any such Certificate in exchange therefore, as promptly as reasonably practicable thereafter, (x) a statement reflecting the applicable Per Share Merger Consideration in accordance with the provisions number of Section 2.1 and as set forth in the Allocation Statementwhole shares of Parent Common Stock, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b)if any, each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive pursuant to Article II in accordance with the name of such record holder and (y) a check in the amount (subject to the provisions of Section 2.13.8) of any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to this Article III. Any Certificate that has been so surrendered shall be cancelled by the Exchange Agent.

Procedures for Surrender. Prior to (i) As promptly as reasonably practicable after the Effective TimeTime (and in any event within five (5) Business Days thereafter), the Surviving Corporation (with the assistance of Parent if necessary) shall cause the Exchange Agent to mail provide or make available to each holder of Company Stock evidenced by electronic certificates record of Eligible Shares (the each a “CertificatesHolder”) entitled to receive that are (A) Certificates or (B) Book-Entry Shares not held through The Depository Trust Company (“DTC”) notice advising such holders of the applicable Per Share Merger Consideration pursuant to Section 2.1 effectiveness of the Merger, which notice shall include (I) appropriate transmittal materials (including a customary letter of transmittal, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass, only upon proper delivery of the Letter Certificates to the Exchange Agent (or affidavits of Transmittal loss in lieu of the Certificates, as provided in Section 4.3(e)) or the surrender of such Book-Entry Shares to the Exchange Agent (which is deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other evidence reasonably acceptable to Parent or the Exchange Agent, if any, of such surrender), such materials to be in such form and have such other provisions as Parent desires and reasonably acceptable to the Company (such acceptance not to be unreasonably conditioned, withheld or delayed) and (iiII) instructions for use in effecting the surrender of the Certificates pursuant to (or affidavits of loss in lieu of the Letter of Transmittal. Within two (2Certificates, as provided in Section 4.3(e)) Business Days (but in no event prior to or the Effective Time) after the surrender Book-Entry Shares to the Exchange Agent of a Letter of Transmittal with respect to all Certificates held by such holder in exchange for cancellationthe Merger Consideration including the Fractional Share Consideration, duly completed if any, and validly executed in accordance with the instructions thereto and such other documents as may be required dividends or distributions payable pursuant to such instructions (the “Transmittal Documents”Section 4.3(i), the holder of such Certificates shall be entitled to receive in exchange therefor and Parent shall cause the Exchange Agent to deliverif any, the applicable Per Share Merger Consideration in accordance with the provisions of Section 2.1 and as set forth in the Allocation Statement, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b), each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive in accordance with as a result of the provisions of Merger pursuant to Section 2.14.1(a) or 4.1(b), as applicable.

Procedures for Surrender. Prior (a) With respect to Certificates, as promptly as reasonably practicable after the Effective TimeTime (and in any event within three (3) Business Days thereafter), Parent the Surviving Corporation shall cause the Exchange Paying Agent to mail provide or make available to each holder of Company Stock evidenced by electronic certificates record of each such Certificate (i) notice advising such holders of the “Certificates”effectiveness of the Merger, (ii) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittaltransmittal in customary form and reasonably approved by the Company, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 4.5) to the Paying Agent (the “Letter of Transmittal”), and (iii) instructions for surrendering a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 4.5) to the Paying Agent (including instructions with respect to the delivery to the Paying Agent of IRS Form W-9 or IRS Form W-8, as applicable). Upon surrender to the Paying Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 4.5) together with a duly executed and completed Letter of Transmittal to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of a Letter of Transmittal with respect to all Certificates held by such holder for cancellation, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required pursuant to such instructions (the “Transmittal Documents”)instructions, the holder of such Certificates shall be entitled to receive in exchange therefor and Parent Surviving Corporation shall cause the Exchange Paying Agent to deliverpromptly (and in any event, the applicable Per Share Merger Consideration within three (3) Business Days thereafter) provide or make available to each holder of record of any such Certificate in accordance with the provisions of Section 2.1 and as set forth exchange therefore a check in the Allocation Statementamount (after giving effect to any required Tax withholdings as provided in Section 4.6) of (A) the number of Eligible Shares represented by such Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 4.5) multiplied by (B) the Merger Consideration, and the Certificates Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b), each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive in accordance with the provisions of Section 2.1.

Procedures for Surrender. Prior (a) With respect to Certificates, as promptly as reasonably practicable after the Effective TimeTime (and in any event within three Business Days thereafter), Parent the Surviving Entity shall cause the Exchange Agent to mail to each holder of Company Stock evidenced by electronic certificates record of each such Certificate (i) notice advising such holders of the “Certificates”effectiveness of the Merger; (ii) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittaltransmittal in customary form, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificate (or satisfaction of the conditions provided in Section 4.7 in lieu of a Certificate) to the Exchange Agent (the “Letter of Transmittal Transmittal”); and (iii) instructions for surrendering a Certificate (or satisfaction of the conditions provided in Section 4.7 in lieu of a Certificate) to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the Upon surrender to the Exchange Agent of a Certificate (or satisfaction of the conditions provided in Section 4.7 in lieu of a Certificate) together with a duly executed and completed Letter of Transmittal with respect to all Certificates held by such holder for cancellation, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required pursuant to such instructions (the “Transmittal Documents”)instructions, the holder of such Certificates shall be entitled to receive in exchange therefor and Parent Surviving Entity shall cause the Exchange Agent to delivermail to each holder of record of any such Certificate in exchange therefore, as promptly as reasonably practicable thereafter, (x) a statement reflecting the applicable Per Share Merger Consideration in accordance with the provisions number of Section 2.1 and as set forth in the Allocation Statementwhole shares of Parent Common Stock, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b)if any, each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive pursuant to Article III in accordance with the provisions name of such record holder and (y) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 2.14.8) of (A) any cash in lieu of fractional shares plus (B) any unpaid dividends or other distributions that such holder has the right to receive pursuant to this Article IV. Any Certificate that has been so surrendered shall be cancelled by the Exchange Agent.

Procedures for Surrender. Prior to (i) After the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of Company Stock evidenced by electronic certificates (the “Certificates”) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittal, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Letter of Transmittal to the Exchange Agent, and (iiA) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the upon surrender to the Exchange Agent of, if applicable, the Certificates (if any), by the physical surrender of such Certificates (or affidavit of lost, stolen or destroyed Certificate in lieu of a Letter of Transmittal with respect to all Certificates held by such holder for cancellationCertificate, duly completed and validly executed as provided in Section 2.3(h)) in accordance with the terms of the letter of transmittal and accompanying instructions thereto (which will include a requirement for any holder of Company Shares that owns 5% or more of the total issued and outstanding Company Shares to satisfy any withholding obligations imposed by the Indian tax authority through a reduction in the Merger Consideration payable to such holder, provided that such holder may elect to instead reimburse Parent for any cash withholding obligation imposed by the Indian tax authority), (B) upon the surrender of uncertificated Shares and/or such other documents as may be required pursuant to such in accordance with the terms of the letter of transmittal and accompanying instructions (including the delivery of any other documents the Exchange Agent may reasonably require), or (C) upon the transfer of Shares (other than Excluded Shares) that are Shares (including Company Shares held through DTC, in which case such transfer is recognized by the delivery of an “Transmittal Documents”agent’s message,” in accordance with DTC’s customary procedures and such other procedures as agreed by Parent, the Exchange Agent and DTC), the registered holder of such Certificates Shares shall be entitled to receive in exchange therefor therefor, and Parent and the Surviving Company shall cause the Exchange Agent to deliverpay and deliver in exchange thereof as promptly as practicable, (1) the applicable Per Share Merger Consideration in accordance with by way of issue of the provisions number of Section 2.1 and as set forth Certificates of shares of Parent Preferred Stock or Book Entry Parent Stock representing, in the Allocation Statementaggregate, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b), each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the whole number of shares that such holder has a right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled pursuant to receive in accordance with the provisions of Section 2.12.2(a)(i) and (2) any dividends or other distributions payable pursuant to Section 2.3(d), if applicable.

Procedures for Surrender. Prior to As promptly as practicable after the Effective Time, Parent but in no event later than three (3) Business Days thereafter, the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of Company Stock evidenced by electronic record of a certificate or certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) entitled or non-certificated Shares represented by book- entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the applicable Per Share Merger Consideration at the Effective Time pursuant to Section 2.1 this Agreement: (i) a letter of transmittaltransmittal in customary form, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Letter of Transmittal Certificates to the Exchange AgentPaying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration pursuant to the Letter of TransmittalSection 2.1(a). Within two (2) Business Days As promptly as practicable (but in no event prior later than three (3) Business Days thereafter), upon (A) surrender of Certificates for cancellation to the Effective Time) after Paying Agent or such other agent or agents as may be appointed by the surrender to the Exchange Agent Purchaser and delivery of a Letter letter of Transmittal with respect to all Certificates held by such holder for cancellationtransmittal, duly completed and validly executed in accordance with the instructions thereto and or (B) receipt of an “agent’s message” by the Paying Agent (or such other documents evidence, if any, of transfer as the Paying Agent may be required pursuant to such reasonably request) and delivery of a letter of transmittal, duly completed and validly executed in accordance with the instructions (the “Transmittal Documents”)thereto, as applicable, the holder holders of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor and Parent shall cause an amount in cash equal to the Exchange Agent product obtained by multiplying (y) the aggregate number of Shares represented by such holder’s transferred Certificates or Book-Entry Shares that were converted into the right to deliver, receive the applicable Per Share Merger Consideration in accordance with pursuant to Section 2.1(a), by (z) the provisions of Merger Consideration (less any applicable withholding Tax pursuant to Section 2.1 and as set forth in the Allocation Statement2.2(f)), and the Certificates or transferred Book-Entry Shares so surrendered shall forthwith be cancelled. The Paying Agent shall accept such Certificates and transferred Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates and Book-Entry Shares. Until surrendered as contemplated by this hereby, and subject to Section 2.2(b)2.3, each Certificate entitled to receive the applicable Per or Book-Entry Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times from and after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive payable therefor upon surrender thereof in accordance with the provisions of Section 2.1this Article II.

Procedures for Surrender. Prior to (i) After the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of Company Stock evidenced by electronic certificates (the “Certificates”) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittal, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Letter of Transmittal to the Exchange Agent, and (iiA) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the upon surrender to the Exchange Agent of, if applicable, the Certificates (if any), by the physical surrender of such Certificates (or affidavit of lost, stolen or destroyed Certificate in lieu of a Letter of Transmittal with respect to all Certificates held by such holder for cancellationCertificate, duly completed and validly executed as provided in Section 2.3(h)) in accordance with the terms of the letter of transmittal and accompanying instructions thereto (which will include a requirement for any holder of Company Shares that owns 5% or more of the total issued and outstanding Company Shares to satisfy any withholding obligations imposed by the Indian tax authority through a reduction in the Merger Consideration payable to such holder, provided that such holder may elect to instead reimburse Parent for any cash withholding obligation imposed by the Indian tax authority), (B) upon the surrender of uncertificated Shares and/or such other documents as may be required pursuant to such in accordance with the terms of the letter of transmittal and accompanying instructions (including the Exhibit 2.1 delivery of any other documents the Exchange Agent may reasonably require), or (C) upon the transfer of Shares (other than Excluded Shares) that are Shares (including Company Shares held through DTC, in which case such transfer is recognized by the delivery of an “Transmittal Documents”agent’s message,” in accordance with DTC’s customary procedures and such other procedures as agreed by Parent, the Exchange Agent and DTC), the registered holder of such Certificates Shares shall be entitled to receive in exchange therefor therefor, and Parent and the Surviving Company shall cause the Exchange Agent to deliverpay and deliver in exchange thereof as promptly as practicable, (1) the applicable Per Share Merger Consideration in accordance with by way of issue of the provisions number of Section 2.1 and as set forth Certificates of shares of Parent Preferred Stock or Book Entry Parent Stock representing, in the Allocation Statementaggregate, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b), each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the whole number of shares that such holder has a right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled pursuant to receive in accordance with the provisions of Section 2.12.2(a)(i) and (2) any dividends or other distributions payable pursuant to Section 2.3(d), if applicable.

Procedures for Surrender. Prior (a) With respect to Certificates, as promptly as reasonably practicable after the Effective TimeTime (and in any event within three (3) Business Days thereafter), Parent the Surviving Corporation shall cause the Exchange Paying Agent to mail provide or make available to each holder of Company Stock evidenced by electronic certificates record of each such Certificate (i) notice advising such holders of the “Certificates”effectiveness of the Merger, (ii) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittaltransmittal in customary form, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 4.5) to the Paying Agent (the “Letter of Transmittal”), and (iii) instructions for surrendering a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 4.5) to the Paying Agent. Upon surrender to the Paying Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 4.5) together with a duly executed and completed Letter of Transmittal to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of a Letter of Transmittal with respect to all Certificates held by such holder for cancellation, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required pursuant to such instructions (the “Transmittal Documents”)instructions, the holder of such Certificates shall be entitled to receive in exchange therefor and Parent Surviving Corporation shall cause the Exchange Paying Agent to deliver, the applicable Per Share Merger Consideration promptly provide or make available to each holder of record of any such Certificate in accordance with the provisions of Section 2.1 and as set forth exchange therefore a check in the Allocation Statementamount (after giving effect to any required Tax withholdings as provided in Section 4.6) of (A) the number of Eligible Shares represented by such Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 4.5) multiplied by (B) the Merger Consideration, and the Certificates Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b), each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive in accordance with the provisions of Section 2.1.

Procedures for Surrender. Prior (a) With respect to Certificates, as promptly as reasonably practicable after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of Company Stock evidenced by electronic certificates record of each such Certificate (i) a notice advising such holders of the “Certificates”effectiveness of the Merger, (ii) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittal, which shall be transmittal in a customary form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) specifying that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) to the Exchange Agent (the “Letter of Transmittal Transmittal”) and (iii) instructions for surrendering a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the Upon surrender to the Exchange Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) together with a duly executed and completed Letter of Transmittal with respect to all Certificates held by such holder for cancellation, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required pursuant to such instructions (the “Transmittal Documents”)instructions, the holder of such Certificates shall be entitled to receive in exchange therefor and Parent Surviving Corporation shall cause the Exchange Agent to delivermail to each holder of record of any such Certificate in exchange therefore, as promptly as reasonably practicable thereafter, (A) a statement reflecting the applicable Per Share Merger Consideration in accordance with the provisions number of Section 2.1 and as set forth in the Allocation Statementwhole shares of Xxxxxx Common Stock, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b)if any, each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive in accordance with non-certificated book-entry form pursuant to Article II in the provisions name of such record holder and (B) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 2.13.8) of (x) any cash in lieu of fractional shares plus (y) any unpaid cash dividends and any other dividends or other distributions that such holder has the right to receive pursuant to this Article III. Any Certificate that has been so surrendered shall be cancelled by the Exchange Agent.

Procedures for Surrender. Prior to the Effective Time, Parent TSIA shall use its reasonable best efforts to cause the Exchange Agent to mail to each holder of Company Common Stock evidenced by electronic certificates (the “Certificates”) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittal, which shall be in a form reasonably acceptable to Parent TSIA and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Letter of Transmittal Certificates to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of a Letter of Transmittal with respect to all Certificates held by such holder for cancellation, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions (the “Transmittal Documents”), the holder of such Certificates shall be entitled to receive in exchange therefor therefor, and Parent TSIA shall cause the Exchange Agent to deliver, the applicable Per Share Merger Consideration in accordance with the provisions of Section 2.1 and as set forth in the Allocation StatementOwnership Allocation, and the Certificates Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b2.3(b), each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive in accordance with the provisions of Section 2.1.

Procedures for Surrender. Prior to As promptly as practicable after the Effective Time, Parent but in no event later than five (5) Business Days thereafter, the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of Company Stock evidenced by electronic record of a certificate or certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) entitled or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the applicable Per Share Merger Consideration at the Effective Time pursuant to Section 2.1 this Agreement: (i) a letter of transmittaltransmittal in customary form, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Letter of Transmittal Certificates to the Exchange AgentPaying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration pursuant to the Letter of TransmittalSection 2.1(a). Within two (2) Business Days As promptly as practicable (but in no event prior later than five (5) Business Days thereafter), upon (A) surrender of Certificates for cancellation to the Effective Time) after Paying Agent or such other agent or agents as may be appointed by the surrender to the Exchange Agent Purchaser and delivery of a Letter letter of Transmittal with respect to all Certificates held by such holder for cancellationtransmittal, duly completed and validly executed in accordance with the instructions thereto and or (B) receipt of an “agent’s message” by the Paying Agent (or such other documents evidence, if any, of transfer as the Paying Agent may be required pursuant to such reasonably request) and delivery of a letter of transmittal, duly completed and validly executed in accordance with the instructions (the “Transmittal Documents”)thereto, as applicable, the holder holders of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor and Parent shall cause an amount in cash equal to the Exchange Agent product obtained by multiplying (y) the aggregate number of Shares represented by such holder’s transferred Certificates or Book-Entry Shares that were converted into the right to deliver, receive the applicable Per Share Merger Consideration in accordance with pursuant to Section 2.1(a), by (z) the provisions of Merger Consideration (less any applicable withholding Tax pursuant to Section 2.1 and as set forth in the Allocation Statement2.2(f)), and the Certificates or transferred Book-Entry Shares so surrendered shall forthwith be cancelled. The Paying Agent shall accept such Certificates and transferred Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates and Book-Entry Shares. Until surrendered as contemplated by this hereby, and subject to Section 2.2(b)2.3, each Certificate entitled to receive the applicable Per or Book-Entry Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times from and after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive payable therefor upon surrender thereof in accordance with the provisions of Section 2.1this Article II.

Procedures for Surrender. Prior (a) With respect to Certificates, as promptly as reasonably practicable (but in any event within three (3) Business Days) after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of Company Stock evidenced by electronic certificates record of each such Certificate (i) a notice advising such holder of the “Certificates”effectiveness of the Merger, (ii) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittal, which shall be transmittal in a customary form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) specifying that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.5) to the Exchange Agent or transfer of Book-Entry Shares not held through DTC (each, a “Non-DTC Book-Entry Share”) to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Non-DTC Book-Entry Shares) (the “Letter of Transmittal Transmittal”) and (iii) instructions for surrendering a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.5) to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the Upon surrender to the Exchange Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.5) together with a duly executed and completed Letter of Transmittal with respect to all Certificates held by such holder for cancellation, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required pursuant to such instructions (the “Transmittal Documents”)instructions, the holder of such Certificates shall be entitled to receive as promptly as practicable in exchange therefor and Parent shall cause the Exchange Agent a cash amount in immediately available funds (after giving effect to deliver, the applicable Per Share Merger Consideration any required Tax withholdings as provided in accordance with the provisions of Section 2.1 and as set forth in the Allocation Statement, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b), each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only 3.7) that such holder has the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled pursuant to receive in accordance with the provisions of Section 2.1. Any Certificate that has been so surrendered shall be cancelled by the Exchange Agent.

Procedures for Surrender. Prior (i) Promptly following the Effective Time (and in any event within five (5) business days), Parent and the Surviving Company shall cause the Paying Agent to mail (and make available for collection by hand) to each person who was, immediately prior to the Effective Time, Parent shall cause the Exchange Agent to mail to each a registered holder of Company Stock evidenced by electronic certificates Shares (the “Certificates”other than Excluded Shares and Dissenting Shares) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 3.01(a): (x) a letter of transmittal, transmittal (which shall be in customary form for a form reasonably acceptable to Parent and company incorporated in the Company (the “Letter of Transmittal”) Cayman Islands, and shall specify (i) that the manner in which the delivery of the Per Share Merger Consideration to registered holders of Shares shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Letter of Transmittal to the Exchange Agent), and (iiy) instructions for use in effecting (A) the surrender of any issued share certificates representing Shares (the “Share Certificates”) (or affidavits and indemnities of loss in lieu of the Share Certificates pursuant as provided in Section 3.02(e)) or (B) the delivery of any documents required by the Paying Agent in respect of non-certificated Shares represented by book entry (“Uncertificated Shares”), and/or (C) the delivery of such other documents as may be required to receive the Letter Per Share Merger Consideration. Upon surrender of, if applicable, a Share Certificate (or affidavit and indemnity of Transmittal. Within two (2loss in lieu of the Share Certificate as provided in Section 3.02(e)) Business Days (but for cancellation or delivery of any documents required in no event prior to the Effective Time) after the surrender to the Exchange Agent respect of a Letter of Transmittal with respect to all Certificates held by such holder for cancellation, duly completed and validly executed in accordance with the instructions thereto and Uncertificated Shares and/or such other documents as may be required pursuant to such instructions (to the “Transmittal Documents”)Paying Agent in accordance with the terms of such letter of transmittal, duly executed in accordance with the instructions thereto, each registered holder of such Certificates Shares shall be entitled to receive in exchange therefor and Parent shall cause the Exchange Agent to deliver, the applicable Per Share Merger Consideration payable in accordance with the provisions respect of Section 2.1 and as set forth in the Allocation Statementsuch Shares, and the Share Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b), each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive in accordance with the provisions of Section 2.1.

Procedures for Surrender. Prior to (i) After the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of Company Stock evidenced by electronic certificates (the “Certificates”) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittal, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Letter of Transmittal to the Exchange Agent, and (iiA) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the upon surrender to the Exchange Agent of shares of Company Common Stock (other than Excluded Shares) that are Certificates, by physical surrender of such Certificates (or affidavit of lost, stolen or destroyed Certificate in lieu of a Letter of Transmittal with respect to all Certificates held by such holder for cancellationCertificate, duly completed and validly executed as provided in Section 2.2(h)) in accordance with the terms of the letter of transmittal and accompanying instructions, (B) upon the transfer of shares of Company Common Stock (other than Excluded Shares) that are Book Entry Company Shares not held through DTC, in accordance with the terms of the letter of transmittal and accompanying instructions thereto (including the delivery of any other documents the Exchange Agent may reasonably require), or (C) upon the transfer of shares of Company Common Stock (other than Excluded Shares) that are Book Entry Company Shares held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s customary procedures and such other documents customary procedures as may be required pursuant to such instructions (agreed by Parent, the “Transmittal Documents”)Exchange Agent and DTC, the holder of such Certificates shares of Company Common Stock shall be entitled to receive in exchange therefor therefor, and Parent and the Surviving Corporation shall cause the Exchange Agent to deliverpay and deliver in exchange thereof as promptly as practicable, (1) the applicable Per Share Merger Consideration in accordance with the provisions aggregate amount of Section 2.1 and as set forth in the Allocation Statement, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b), each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Cash Consideration that such holder is entitled to receive pursuant to Section 2.1(a), (2) the number of Certificates of shares of Parent Common Stock or Book Entry Parent Shares representing, in accordance with the provisions aggregate, the whole number of shares that such holder has a right to receive pursuant to Section 2.12.1(a), (3) any dividends or other distributions payable that such holder is entitled to receive pursuant to Section 2.2(d), and (4) any cash in lieu of fractional shares of Parent Common Stock that such holder is entitled to receive pursuant to Section 2.2(f), if applicable.

Procedures for Surrender. Prior to (i) After the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of Company Stock evidenced by electronic certificates (the “Certificates”) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittal, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Letter of Transmittal to the Exchange Agent, and (iiA) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the upon surrender to the Exchange Agent of shares of Company Common Stock (other than Excluded Shares) that are Certificates, by physical surrender of such Certificates (or affidavit of lost, stolen or destroyed Certificate in lieu of a Letter of Transmittal with respect to all Certificates held by such holder for cancellationCertificate, duly completed and validly executed as provided in ‎Section 2.2(h)) in accordance with the terms of the letter of transmittal and accompanying instructions, (B) upon the transfer of shares of Company Common Stock (other than Excluded Shares) that are Book Entry Company Shares not held through DTC, in accordance with the terms of the letter of transmittal and accompanying instructions thereto (including the delivery of any other documents the Exchange Agent may reasonably require), or (C) upon the transfer of shares of Company Common Stock (other than Excluded Shares) that are Book Entry Company Shares held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s customary procedures and such other documents customary procedures as may be required pursuant to such instructions (agreed by Parent, the “Transmittal Documents”)Exchange Agent and DTC, the holder of such Certificates shares of Company Common Stock shall be entitled to receive in exchange therefor therefor, and Parent and the Surviving Corporation shall cause the Exchange Agent to deliverpay and deliver in exchange thereof as promptly as practicable, (1) the applicable Per Share Merger Consideration in accordance with the provisions aggregate amount of Section 2.1 and as set forth in the Allocation Statement, and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b), each Certificate entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Cash Consideration that such holder is entitled to receive pursuant to ‎Section 2.1(a), (2) the number of Certificates of shares of Parent Common Stock or Book Entry Parent Shares representing, in accordance with the provisions aggregate, the whole number of Section 2.1shares that such holder has a right to receive pursuant to ‎Section 2.1(a), (3) any dividends or other distributions payable that such holder is entitled to receive pursuant to ‎Section 2.2(d), and (4) any cash in lieu of fractional shares of Parent Common Stock that such holder is entitled to receive pursuant to ‎Section 2.2(f), if applicable.