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 Promptly after the Effective Time (and in any event within two (2) Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail or otherwise provide to each former holder of record of a certificate or certificates that immediately prior to the Effective TimeTime represented outstanding Shares, Parent shall cause the Exchange Agent to mail to each holder of Company Stock evidenced by electronic certificates if any (the “Certificates”) entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 (other than holders of Excluded Shares) (A) transmittal materials, including a letter of transmittal, which shall be transmittal in a customary form reasonably acceptable to as agreed by Parent and the Company (prior to the “Letter of Transmittal”) and shall specify (i) Offer Acceptance Time, specifying that delivery shall be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Letter of Transmittal Certificates to the Exchange Paying Agent, such transmittal materials to be in such form and have such other provisions as Parent and the Company may reasonably agree prior to the Offer Acceptance Time, and (iiB) instructions for use in effecting the surrender of the Certificates pursuant to in exchange for the Letter of TransmittalMerger Consideration. Within Promptly after the Effective Time (and in any event within two (2) Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail or otherwise provide to each former holder of record of Shares held in book-entry form (but in no event prior “Book-Entry Shares”) (other than holders of Excluded Shares) (A) materials specifying that delivery shall be effected, and risk of loss and title to the Effective Time) after Book-Entry Shares will pass, only upon receipt of an “agent’s message” by the surrender to the Exchange Paying Agent of a Letter of Transmittal with respect to all Certificates held by such holder the Book-Entry Shares and (B) instructions for cancellation, duly completed and validly executed in accordance with so effecting the instructions thereto and such other documents as may be required pursuant to such instructions (surrender of the “Transmittal Documents”), the holder of such Certificates shall be entitled to receive Book-Entry Shares in exchange therefor and Parent shall cause for 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 2.1Consideration.

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 (but in any event within three (3) Business Days) 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 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 2.1receive.

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 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 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.