Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no event later than three (3) Business Days thereafter), Parent shall cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV.

Procedures for Surrender. (i) As promptly as practicable after Promptly following the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent the Surviving Company shall cause the Paying Agent to mail or otherwise provide (and make available for collection by hand) to each person who was, immediately prior to the Effective Time, a registered holder of record Shares entitled to receive the Per Share Merger Consideration pursuant to Section 3.01(a): (x) a letter of Eligible Common Shares that are transmittal (A) Certificates or (B) Book-Entry Shares not heldwhich shall be in customary form for a company incorporated in the Cayman Islands, directly or indirectly, through DTC notice advising such and shall specify the manner in which the delivery of the Per Share Merger Consideration to registered holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery Shares shall be effected), and risk (y) instructions for use in effecting the surrender of loss and title to any issued share certificates representing Shares (the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates “Share Certificates”) (or affidavits and indemnities of loss in lieu of the Certificates, Share Certificates as provided in Section 4.2(f3.02(e)) or the surrender of such Booknon-Entry certificated Shares to the Paying Agent represented by book entry (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or Uncertificated Shares”) and/or such other reasonable evidencedocuments as may be required to receive the Per Share Merger Consideration. Upon surrender of, if anyapplicable, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates a Share Certificate (or affidavits affidavit and indemnity of loss in lieu of the Certificates, Share Certificate as provided in Section 4.2(f3.02(e)) for cancellation or Uncertificated Shares and/or such Book-Entry Shares other documents as may be required pursuant to such instructions to the 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 Shares shall be entitled to receive in exchange for therefor the Per Share Common Stock Merger Consideration that payable in respect of such holder is entitled to receive as a result of Shares, and the Merger pursuant to this Article IVShare Certificates so surrendered shall forthwith be cancelled.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no any event later than three (3) within five Business Days thereafter), Parent shall cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree)agree as applicable, and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no any event later than within three (3) Business Days thereafter), Parent shall cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (A) represented by Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f3.02(e)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree)applicable, and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f3.02(e)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IVIII.

Procedures for Surrender. (i) As promptly as reasonably practicable after the Effective Time (but in no any event later than within three (3) Business Days thereafter), Parent shall cause the Paying Agent to mail or otherwise provide each former holder of record of Eligible Common Shares that are held in the form of (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, held through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the such Certificates or such and Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) or the surrender of such Book-Entry Shares Shares, as applicable, to the Paying Agent such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(e)) or such Book-Entry Shares (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IVSection 4.1.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no any event later than three within five (35) Business Days days thereafter), Parent shall cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no any event later than three (3) within five Business Days thereafter), Parent shall cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (A) Certificates represented by a Certificate or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.3(e)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.3(e)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV.

Procedures for Surrender. (i) As promptly as practicable after Promptly following the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent the Surviving Company shall cause the Paying Agent to mail or otherwise provide (and make available for collection by hand) to each person who was, immediately prior to the Effective Time, a registered holder of record Shares entitled to receive the Per Share Merger Consideration pursuant to Section 4.01(a): (x) a letter of Eligible Common Shares that are transmittal (A) Certificates or (B) Book-Entry Shares not heldwhich shall be in customary form for a company incorporated in the Cayman Islands, directly or indirectly, through DTC notice advising such and shall specify the manner in which the delivery of the Per Share Merger Consideration to registered holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery Shares shall be effected), and risk (y) instructions for use in effecting the surrender of loss and title to any issued share certificates representing Shares (the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates “Share Certificates”) (or affidavits and indemnities of loss in lieu of the Certificates, Share Certificates as provided in Section 4.2(f4.02(e)) or the surrender of such Booknon-Entry certificated Shares to the Paying Agent represented by book entry (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or Uncertificated Shares”) and/or such other reasonable evidencedocuments as may be required to receive the Per Share Merger Consideration. Upon surrender of, if anyapplicable, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates a Share Certificate (or affidavits affidavit and indemnity of loss in lieu of the Certificates, Share Certificate as provided in Section 4.2(f4.02(e)) for cancellation or Uncertificated Shares and/or such Book-Entry Shares other documents as may be required pursuant to such instructions to the 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 Shares shall be entitled to receive in exchange for therefor the Per Share Common Stock Merger Consideration that payable in respect of such holder is entitled to receive as a result of Shares, and the Merger pursuant to this Article IVShare Certificates so surrendered shall forthwith be cancelled.

Procedures for Surrender. (i) As promptly as practicable after Prior to the Effective Time (but in no event later than three (3) Business Days thereafter)Time, Parent shall cause the Paying Exchange Agent to mail or otherwise provide to each holder of record of Eligible Common Shares that are Company Stock evidenced by electronic certificates (Athe “Certificates”) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of entitled to receive the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including applicable Per Share Merger Consideration pursuant to Section 2.1 a customary letter of transmittal, which shall be in a form reasonably acceptable to Parent and the Company (the “Letter of Transmittal”) specifying and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass pass, only upon proper delivery of the Certificates (or affidavits Letter of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares Transmittal to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree)Exchange Agent, and (2ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares pursuant to the Paying 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 for therefor and Parent shall cause the Exchange Agent to deliver, the applicable Per Share Common Stock Merger Consideration 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 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 as a result of the Merger pursuant to this Article IVreceive.

Procedures for Surrender. (i) As promptly soon as reasonably practicable after the Effective Time (but and in no any event not later than three (3) Business Days thereafter)the third business day following the Effective Time, Parent shall cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)4.3) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)4.3) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no any event later than within three (3) Business Days thereafter), Parent shall cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (applicable, such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), agree and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) or such Book-Entry Shares to the Paying Agent in exchange for the portion of the aggregate Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IVSection 4.1(a).

Procedures for Surrender. (i) As promptly as reasonably practicable after the Effective Time (but and in no any event later than within three (3) Business Days thereafter), the Surviving Corporation (with the assistance of Parent if necessary) shall cause the Paying Agent to mail provide or otherwise provide make available to each holder of record of Eligible Common Shares that are (A) represented by Certificates or (B) Book-Entry Shares not held, directly or indirectly, held through DTC The Depository Trust Company (“DTC”) notice advising such holders of the effectiveness of the Merger, which notice shall include (1I) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be 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 reasonable evidence, if anyevidence reasonably acceptable to Parent or the Paying Agent, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreementsurrender), as applicable (applicable, such materials to be in such form and have such other provisions as Parent desires and are reasonably acceptable to the Company may reasonably agree)(such acceptance not to be unreasonably conditioned, withheld or delayed) and (2II) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.2(e)) or such the Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IVSection 4.1(a).

Procedures for Surrender. (i) As promptly as practicable after the Effective Time Closing Date (but in no any event later than within three (3) Business Days thereafter), Parent shall cause the Paying Exchange Agent to mail or otherwise provide each holder of record of NYSE Eligible Common Shares that are (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f3.2(e)) or the surrender of such Book-Entry Shares to the Paying Exchange Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Exchange Agent may reasonably request pursuant to the terms and conditions of the Paying Exchange Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f3.2(e)) or such Book-Entry Shares to the Paying Exchange Agent in exchange for the Per Share NYSE Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IVIII.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time (but in no any event later than three (3) within five Business Days thereafter), Parent shall cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (A) Certificates represented by a Certificate or (B) Book-Entry Shares not held, directly or indirectly, through DTC DTC, notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.3(e)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f4.3(e)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV.

Procedures for Surrender. (i) As promptly as practicable after the Effective Time Closing Date (but in no any event later than within three (3) Business Days thereafter), Public Parent and Parent shall cause the Paying Exchange Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f3.3(e)) or the surrender of such Book-Entry Shares to the Paying Exchange Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Exchange Agent may reasonably request pursuant to the terms and conditions of the Paying Exchange Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Public Parent, Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f3.3(e)) or such Book-Entry Shares to the Paying Exchange Agent in exchange for the Per Merger Consideration, including the Fractional Share Common Stock Merger Consideration Consideration, if any, and dividends or distributions payable pursuant to Section 3.3(h), if any, that such holder is entitled to receive as a result of the Merger pursuant to this Article IVIII.

Procedures for Surrender. (i) As promptly as reasonably practicable after the Effective Time (but in no any event later than within three (3) Business Days thereafter), Parent shall cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are held in the form of (A) Certificates or (B) Book-Entry Shares not heldheld through DTC, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the such Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f5.2(e)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (applicable, such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), agree and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f5.2(e)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration Consideration, that such holder is entitled to receive as a result of the Merger pursuant to this Article IVSection 5.1.

Procedures for Surrender. (i) As promptly as practicable Promptly after the Effective Time (but and in no any event later than three within two (32) Business Days thereafter), Parent the Surviving Corporation shall cause the Paying Agent to mail or otherwise provide to each former holder of record of Eligible Common Shares a certificate or certificates that are immediately prior to the Effective Time represented outstanding Shares, if any (“Certificates”) (other than holders of Excluded Shares) (A) Certificates or (B) Book-Entry Shares not heldtransmittal materials, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) transmittal in customary form as agreed by Parent and the Company prior to the Offer Acceptance Time, specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass will pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to Agent, such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such transmittal materials to be in such form and have such other provisions as Parent and the Company may reasonably agree)agree prior to the Offer Acceptance Time, and (2B) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. 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 affidavits otherwise provide to each former holder of record of Shares held in book-entry form (“Book-Entry Shares”) (other than holders of Excluded Shares) (A) materials specifying that delivery shall be effected, and risk of loss in lieu of and title to the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares to will pass, only upon receipt of an “agent’s message” by the Paying Agent with respect to the Book-Entry Shares and (B) instructions for so effecting the surrender of the Book-Entry Shares in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IVConsideration.

Procedures for Surrender. (i) As promptly soon as practicable after the Effective Time (reasonably practicable, but in no event later more than three (3) Business Days thereafter)Days, after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (A) represented by Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal, which shall be in customary form and agreed to by Parent and the Company prior to the Closing) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreementrequest), as applicable (applicable, such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), agree and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares to the Paying Agent in exchange for the portion of the aggregate Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IVSection 4.1(a).