Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. As soon as reasonably practicable after the Effective Time, Parent shall, and shall cause the Surviving Company to, cause the Exchange Agent to mail to each holder of record of a Certificate or Book-Entry Share as of the Effective Time and whose Company Shares were exchanged pursuant to Section 2.1 into the right to receive the Per Share Merger Consideration (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon delivery of the Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share, as applicable, to the Exchange Agent and shall be in such customary form as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share in exchange for payment of the Per Share Merger Consideration pursuant to Section 2.1, and (iii) a declaration and/or Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) in which the beneficial owner of a Company Share provides certain information necessary for Parent or the Exchange Agent or the Information Agent, as applicable, to determine whether any amounts need to be withheld from the consideration payable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Subject to the Withholding Tax Ruling, upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent, together with such letter of transmittal and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), in each case, duly completed and validly executed in accordance with the respective instructions thereto, Parent shall pay or cause the Exchange Agent to pay to the holder of such Certificate or Book-Entry Share in exchange therefor the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificate or Book-Entry Share, promptly (subject to the delay of up to three hundred sixty-five days contemplated by Section 2.4) following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share and Valid Tax Certificate, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share 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 Per Share Merger Consideration is to be made 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 Per Share Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Company that such Tax either has been paid or is not required to be paid. Payment of the applicable Per Share Merger Consideration with respect to a Book-Entry Share shall only be made to the Person in whose name such Book-Entry Share is registered. Until surrendered as contemplated by this Section 2.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Per Share Merger Consideration as contemplated by this Article II, without interest thereon.

Procedures for Surrender. As soon promptly as reasonably practicable after the Effective Time, the Parent shall, and shall cause its transfer agent (the Surviving Company to, cause the Exchange Agent “Transfer Agent”) to mail to each holder of record of a Certificate certificate or certificates that represented Shares (the “Certificates”) or non- certificated Shares represented by book-entry (“Book-Entry Share as of the Effective Time and whose Company Shares”), in each case, which Shares were exchanged pursuant to Section 2.1 converted into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share, as applicable, Certificates to the Exchange Agent Transfer Agent, and shall otherwise be in such customary form and have such other provisions as Parent the Purchaser or the Transfer Agent may reasonably specify and (ii) instructions for effecting the surrender of the Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) Certificates or Book-Entry Share Shares in exchange for payment of the Per Share Merger Consideration pursuant Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to Section 2.1the Transfer Agent, and (iii) a declaration and/or Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) in which the beneficial owner upon delivery of a Company Share provides certain information necessary for Parent or the Exchange Agent or the Information Agentletter of transmittal, as applicableduly executed and in proper form, to determine whether any amounts need to be withheld from the consideration payable with respect to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Subject to the Withholding Tax Ruling, upon surrender of a Certificate (or an affidavit of loss in lieu thereof) Certificates or Book-Entry Share for cancellation to the Exchange AgentShares, together with such letter of transmittal and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), in each case, duly completed and validly executed in accordance with the respective instructions thereto, Parent shall pay or cause the Exchange Agent to pay to the holder of such Certificate Certificates or Book-Book- Entry Share in exchange therefor Shares shall be entitled to receive the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificate or Certificates and for each Book-Entry Share, promptly (subject to the delay of up to three hundred sixty-five days contemplated by Section 2.4) following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-. Any Certificates and Book- Entry Share and Valid Tax Certificate, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share Shares so surrendered shall forthwith be forthwith cancelled. The Exchange Agent shall accept such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share 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 issuance of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the any 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 transfer, and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment issuance of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or and shall have established to the satisfaction of the Surviving Company Corporation that such Tax Taxes either has have been paid or is are not required to be paid. Payment Issuance of the applicable Per Share Merger Consideration with respect to a Book-Entry Share Shares shall only be made to the Person in whose name such Book-Entry Share is Shares are registered. Until surrendered as contemplated by this Section 2.2hereby, each Certificate and or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Per Share Merger Consideration as contemplated by this Article IIAgreement, without interest thereon.

Procedures for Surrender. As soon as reasonably practicable after the Effective Timedate hereof, Parent the Company shall, and or shall cause the Surviving Company to, cause the Exchange Agent to to, mail to each holder of record of a Certificate or Book-Entry Share as of certificates representing outstanding Shares (taking into account the Effective Time Intermediate Holdings Reorganization) (the “Certificates,” and whose such holders, the “Company Shares were exchanged pursuant to Section 2.1 into the right to receive the Per Share Merger Consideration Stockholders”): (i) a letter of transmittal, substantially in the form of Exhibit A hereto (the “Letter of Transmittal”) which shall specify that delivery shall be effected, includes an investor questionnaire and risk of loss and title to the Certificate shall pass, only upon delivery of the Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share, as applicable, to the Exchange Agent and shall be in representations regarding such customary form as Parent may reasonably specify Company Stockholder’s “accredited investor” status and (ii) instructions in customary form for effecting the surrender of the Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share Certificates in exchange for payment of the Per Merger Consideration, including any amount payable in respect of Fractional Share Merger Consideration pursuant to or any dividends or other distributions on the Parent Shares in accordance with Section 2.1, and (iii) a declaration and/or Valid Tax Certificate 2.2(e). Upon surrender of Certificates (or such other forms as are required under any applicable Tax Law) in which the beneficial owner of a Company Share provides certain information necessary for Parent or the Exchange Agent or the Information Agent, as applicable, to determine whether any amounts need to be withheld from the consideration payable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Subject to the Withholding Tax Ruling, upon surrender of a Certificate (or an affidavit affidavits of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates (or affidavits of loss in lieu thereof), together with such letter of transmittal and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or such any other forms as are documentation expressly required under any applicable Tax Law), by its terms to be provided in each case, duly completed and validly executed in accordance connection with the respective instructions theretoLetter of Transmittal, Parent shall pay or cause the Exchange Agent to pay to the holder of such Certificate or Book-Entry Share in exchange therefor Certificates shall be entitled to receive the applicable Per Share Merger Consideration pursuant to the provisions and subject to the terms and conditions of this Article II 2, including any amount payable in respect of Fractional Share Consideration or any dividends or other distributions on the Parent Shares in accordance with Section 2.2(e), for each Company Share formerly represented by such Certificate or Book-Entry Share, promptly (subject to the delay of up to three hundred sixty-five days contemplated by Section 2.4) following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate Certificates (or affidavit affidavits of loss in lieu thereof as provided in thereof). Any Certificates so surrendered will forthwith be cancelled. All Merger Consideration, Fractional Share Consideration or other amounts due pursuant to Section 2.2(e)) or Book-Entry Share and Valid Tax Certificate, and paid upon the Certificate surrender for exchange of Certificates (or affidavit affidavits of loss in lieu thereof) or Book-Entry Share so surrendered shall will be forthwith cancelled. The Exchange Agent shall accept deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share 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 practicesCertificates. If payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the any surrendered Certificate is registered, it shall will be a condition precedent of payment that (A) the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer transfer, and (B) the Person requesting such payment shall will have paid any transfer and other or similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or shall will have established to the satisfaction of the Surviving Company Exchange Agent that such Tax Taxes either has have been paid or is are not required to payable. Any other transfer or similar Taxes incurred in connection with the Initial Merger will be paid. Payment of the applicable Per Share Merger Consideration with respect to a Book-Entry Share shall only be made to the Person in whose name such Book-Entry Share is registeredpaid by Parent. Until surrendered as contemplated by this Section 2.2hereby, each Certificate and Book-Entry Share shall (other than Shares cancelled pursuant to Section 2.1(b)) will be deemed at any time after the Effective Time to represent only the right to receive the applicable Per Share Merger Consideration or the amount determined pursuant to Section 2.3, as contemplated by this Article IIapplicable, without interest thereoninterest. The Exchange Agent shall provide the Company and Parent with a copy of each completed Letter of Transmittal it receives prior to or as of the Effective Time.

Procedures for Surrender. As soon promptly as reasonably practicable after the Effective Time, Parent shall, and shall will cause the Surviving Company to, cause the Exchange Paying Agent to mail to each holder of record of a Certificate certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Share as of the Effective Time and whose Company Shares”), in each case, which Shares were exchanged pursuant to Section 2.1 converted into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificate shall Certificates will pass, only upon delivery of the Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share, as applicable, Certificates to the Exchange Agent Paying Agent, and shall will otherwise be in such customary form and have such other provisions as Parent or the Paying Agent may reasonably specify and (ii) instructions for effecting the surrender of the Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) Certificates or Book-Entry Share Shares in exchange for payment of the Per Share Merger Consideration pursuant Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to Section 2.1the Paying Agent or to such other agent or agents as may be appointed by Parent, and (iii) a declaration and/or Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) in which the beneficial owner upon delivery of a Company Share provides certain information necessary for Parent or the Exchange Agent or the Information Agentletter of transmittal, as applicableduly executed and in proper form, to determine whether any amounts need to be withheld from the consideration payable with respect to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Subject to the Withholding Tax Ruling, upon surrender of a Certificate (or an affidavit of loss in lieu thereof) Certificates or Book-Entry Share for cancellation to the Exchange AgentShares, together with such letter of transmittal and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), in each case, duly completed and validly executed in accordance with the respective instructions thereto, Parent shall pay or cause the Exchange Agent to pay to the holder of such Certificate Certificates or Book-Entry Share in exchange therefor Shares will be entitled to receive the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificate Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered will forthwith be cancelled. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates or Book-Entry Share, promptly (subject to the delay of up to three hundred sixty-five days contemplated by Section 2.4) following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share and Valid Tax Certificate, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share 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 practicesShares. If payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the any surrendered Certificate is registered, it shall will be a condition precedent of payment that (A) the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer transfer, and (B) the Person requesting such payment shall will have paid any transfer and other or similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or shall will have established to the satisfaction of the Surviving Company Paying Agent that such Tax Taxes either has have been paid or is are not payable. Any other transfer or similar Taxes incurred in connection with the transactions contemplated by this Agreement will be paid by the Person required to be paidmake such payment by applicable Law. Payment of the applicable Per Share Merger Consideration with respect to a Book-Entry Share shall Shares will only be made to the Person in whose name such Book-Entry Share is Shares are registered. Until surrendered as contemplated by this Section 2.2hereby, each Certificate and or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive the applicable Per Share Merger Consideration in cash as contemplated by this Article IIAgreement, without any interest accruing thereon.

Procedures for Surrender. As soon as reasonably practicable after the Effective Time (and in any case within five (5) Business Days after the Effective Time), Parent shall, and First Majestic shall cause the Surviving Company to, cause the Exchange Agent to mail to each holder of record of a Certificate or Book-Entry Share as valid certificate previously representing any shares of Gatos Common Stock outstanding immediately prior to the Effective Time and (a “Gatos Stock Certificate”) or shares of Gatos Common Stock outstanding immediately prior to the Effective Time represented by book entry (“Book Entry Shares”) whose Company Shares shares of Gatos Common Stock were exchanged pursuant to Section 2.1 converted into the right to receive the Per Share applicable Merger Consideration Consideration: (i) a letter of transmittal, transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Gatos Stock Certificates shall pass, only upon proper delivery of the Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share, as applicable, Gatos Stock Certificates to the Exchange Agent and which shall otherwise be in such customary form as Parent may reasonably specify (including customary provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); and (ii) instructions for use in effecting the surrender of the Certificate (Gatos Stock Certificates, or affidavit in the case of loss in lieu thereof as provided in Section 2.2(e)) or Book-Book Entry Share Shares, the surrender of such shares, in exchange for payment of the Per Share applicable Merger Consideration pursuant to Section 2.1, and (iii) a declaration and/or Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) in which the beneficial owner Consideration. Each holder of record of a Company Gatos Stock Certificate or Book Entry Share provides certain information necessary for Parent or shall, upon surrender to the Exchange Agent of such Gatos Stock Certificate or the Information Agent, as applicable, to determine whether any amounts need to be withheld from the consideration payable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Subject to the Withholding Tax Ruling, upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Book Entry Share for cancellation to the Exchange AgentShare, together with such letter of transmittal transmittal, duly executed, and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or such other forms documents as are may reasonably be required under any applicable Tax Law), in each case, duly completed and validly executed in accordance with the respective instructions thereto, Parent shall pay or cause by the Exchange Agent pursuant to pay such instructions, be entitled to the holder of such Certificate or Book-Entry Share receive in exchange therefor the applicable Per Share Merger Consideration pursuant to which the provisions number of this Article II for each Company Share formerly shares of Gatos Common Stock previously represented by such Gatos Stock Certificate or Book-Entry Share, promptly (subject to the delay of up to three hundred sixty-five days contemplated by Section 2.4) following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Book Entry Share and Valid Tax Certificateshall have been converted into the right to receive pursuant to Section 2.01, and the Gatos Stock Certificate (or affidavit of loss in lieu thereof) or Book-Book Entry Share so surrendered shall be forthwith cancelledcanceled. The Exchange Agent shall accept such Certificate (or affidavit In the event of loss a transfer of ownership of Gatos Common Stock which is not registered in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share 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 transfer records of Gatos, payment of the Per Share applicable Merger Consideration is to may be made 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 Gatos Stock Certificate so surrendered is registered if such Gatos Stock Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid pay any transfer and or other similar Taxes required by reason of the payment of the Per Share applicable Merger Consideration to a Person other than the registered holder of the such Gatos Stock Certificate surrendered or shall have established establish to the reasonable satisfaction of the Surviving Company First Majestic that such Tax either has been paid or is not required to be paid. Payment of the applicable Per Share Merger Consideration with respect to a Book-Entry Share shall only be made to the Person in whose name such Book-Entry Share is registeredapplicable. Until surrendered as contemplated by this Section 2.22.02(b), each Gatos Stock Certificate and Book-each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration as contemplated by Consideration. No interest shall be paid or will accrue on any cash payable to holders of Gatos Stock Certificates or Book Entry Shares pursuant to the provisions of this Article II, without interest thereonII or otherwise.

Procedures for Surrender. As soon promptly as reasonably practicable after the Effective Time, Parent shall, and the Surviving Corporation shall cause the Surviving Company to, cause the Exchange Paying Agent to mail to each holder of record of a Certificate certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Share as of the Effective Time and whose Company Shares”), in each case, which Shares were exchanged pursuant to Section 2.1 converted into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share, as applicable, Certificates to the Exchange Agent Paying Agent, and shall otherwise be in such customary form and have such other provisions as Parent the Purchaser or the Paying Agent may reasonably specify specify, and (ii) instructions for effecting the surrender of the Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) Certificates or Book-Entry Share Shares in exchange for payment of the Per Share Merger Consideration pursuant Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to Section 2.1the Paying Agent or to such other agent or agents as may be appointed by the Purchaser, and (iii) a declaration and/or Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) in which the beneficial owner upon delivery of a Company Share provides certain information necessary for Parent or the Exchange Agent or the Information Agentletter of transmittal, as applicableduly executed and in proper form, to determine whether any amounts need to be withheld from the consideration payable with respect to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Subject to the Withholding Tax Ruling, upon surrender of a Certificate (or an affidavit of loss in lieu thereof) Certificates or Book-Entry Share for cancellation to the Exchange AgentShares, together with such letter of transmittal and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), in each case, duly completed and validly executed in accordance with the respective instructions thereto, Parent shall pay or cause the Exchange Agent to pay to the holder of such Certificate Certificates or Book-Entry Share in exchange therefor Shares shall be entitled to receive the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificate or Certificates and for each Book-Entry Share, promptly (subject to the delay of up to three hundred sixty-five days contemplated by Section 2.4) following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or . Any Certificates and Book-Entry Share and Valid Tax Certificate, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share Shares so surrendered shall forthwith be forthwith cancelled. The Exchange Agent shall accept such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share 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 Per Share Merger Consideration is to be made to a Person other than the Person in whose name the any 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 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 Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or and shall have established to the satisfaction of the Surviving Company Corporation that such Tax Taxes either has have been paid or is are not required to be paid. Payment of the applicable Per Share Merger Consideration with respect to a Book-Entry Share Shares shall only be made to the Person in whose name such Book-Entry Share is Shares are registered. Until surrendered as contemplated by this Section 2.2hereby, each Certificate and or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Per Share Merger Consideration in cash as contemplated by this Article IIAgreement, without interest thereon.

Procedures for Surrender. As soon as reasonably practicable after the Effective Time, Parent shall, and shall cause the Surviving Company to, cause the Exchange Agent to mail to each holder of record of a Certificate or Book-Entry Share as of the Effective Time and whose Company Shares were exchanged pursuant to Section 2.1 ‎2.1 into the right to receive the Per Share Merger Consideration (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon delivery of the Certificate (or affidavit of loss in lieu thereof as provided in Section ‎Section 2.2(e)) or Book-Entry Share, as applicable, to the Exchange Agent and shall be in such customary form as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificate (or affidavit of loss in lieu thereof as provided in Section ‎Section 2.2(e)) or Book-Entry Share in exchange for payment of the Per Share Merger Consideration pursuant to Section 2.1‎2.1, and (iii) a declaration and/or Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) in which the beneficial owner of a Company Share provides certain information necessary for Parent or the Exchange Agent or the Information Agent, as applicable, to determine whether any amounts need to be withheld from the consideration payable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Subject to the Withholding Tax Ruling, upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent, together with such letter of transmittal and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), in each case, duly completed and validly executed in accordance with the respective instructions thereto, Parent shall pay or cause the Exchange Agent to pay to the holder of such Certificate or Book-Entry Share in exchange therefor the applicable Per Share Merger Consideration pursuant to the provisions of this Article II ‎II for each Company Share formerly represented by such Certificate or Book-Entry Share, promptly (subject to the delay of up to three hundred sixty-five days contemplated by Section ‎Section 2.4) following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof as provided in Section ‎Section 2.2(e)) or Book-Entry Share and Valid Tax Certificate, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificate (or affidavit of loss in lieu thereof as provided in Section ‎Section 2.2(e)) or Book-Entry Share 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 Per Share Merger Consideration is to be made 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 Per Share Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Company that such Tax either has been paid or is not required to be paid. Payment of the applicable Per Share Merger Consideration with respect to a Book-Entry Share shall only be made to the Person in whose name such Book-Entry Share is registered. Until surrendered as contemplated by this Section 2.2‎2.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Per Share Merger Consideration as contemplated by this Article II‎II, without interest thereon.

Procedures for Surrender. As soon promptly as reasonably practicable after the Effective Time, the Parent shall, and shall cause its transfer agent (the Surviving Company to, cause the Exchange Agent “Transfer Agent”) to mail to each holder of record of a Certificate certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Share as of the Effective Time and whose Company Shares”), in each case, which Shares were exchanged pursuant to Section 2.1 converted into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share, as applicable, Certificates to the Exchange Agent Transfer Agent, and shall otherwise be in such customary form and have such other provisions as Parent the Purchaser or the Transfer Agent may reasonably specify and (ii) instructions for effecting the surrender of the Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) Certificates or Book-Entry Share Shares in exchange for payment of the Per Share Merger Consideration pursuant Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to Section 2.1the Transfer Agent, and (iii) a declaration and/or Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) in which the beneficial owner upon delivery of a Company Share provides certain information necessary for Parent or the Exchange Agent or the Information Agentletter of transmittal, as applicableduly executed and in proper form, to determine whether any amounts need to be withheld from the consideration payable with respect to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Subject to the Withholding Tax Ruling, upon surrender of a Certificate (or an affidavit of loss in lieu thereof) Certificates or Book-Entry Share for cancellation to the Exchange AgentShares, together with such letter of transmittal and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), in each case, duly completed and validly executed in accordance with the respective instructions thereto, Parent shall pay or cause the Exchange Agent to pay to the holder of such Certificate Certificates or Book-Entry Share in exchange therefor Shares shall be entitled to receive the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificate or Certificates and for each Book-Entry Share, promptly (subject to the delay of up to three hundred sixty-five days contemplated by Section 2.4) following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or . Any Certificates and Book-Entry Share and Valid Tax Certificate, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share Shares so surrendered shall forthwith be forthwith cancelled. The Exchange Agent shall accept such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share 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 issuance of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the any 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 transfer, and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment issuance of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or and shall have established to the satisfaction of the Surviving Company Corporation that such Tax Taxes either has have been paid or is are not required to be paid. Payment Issuance of the applicable Per Share Merger Consideration with respect to a Book-Entry Share Shares shall only be made to the Person in whose name such Book-Entry Share is Shares are registered. Until surrendered as contemplated by this Section 2.2hereby, each Certificate and or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Per Share Merger Consideration as contemplated by this Article IIAgreement, without interest thereon.

Procedures for Surrender. As soon promptly as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall, and shall cause the Surviving Company to, cause the Exchange Paying Agent to mail to each holder of record of a Certificate certificate or certificates that represented Shares (the Certificates) or non-certificated Shares represented by book-entry (Book-Entry Share as of the Effective Time and whose Company Shares), in each case, which Shares were exchanged pursuant to Section 2.1 converted into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificate (Certificates or affidavit transfer of loss in lieu thereof as provided in Section 2.2(e)) or the Book-Entry ShareShares, as applicablethe case may be, to the Exchange Agent Paying Agent, and shall otherwise be in such customary form and have such other provisions as Parent or the Paying Agent may reasonably specify and specify, and (ii) instructions for use in effecting the surrender of the Certificate (Certificates or affidavit transfer of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share Shares in exchange for payment of the Per Share Merger Consideration pursuant Consideration. Upon surrender of Certificates or transfer of Book-Entry Shares for cancellation to Section 2.1the Paying Agent, and (iii) a declaration and/or Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) in which the beneficial owner upon delivery of a Company Share provides certain information necessary for Parent or the Exchange Agent or the Information Agentletter of transmittal, as applicableduly executed and in proper form, to determine whether any amounts need to be withheld from the consideration payable with respect to such beneficial owner hereunder pursuant to Certificates or an “agent’s message in the terms case of the Ordinance (in each case, subject to the terms a book entry transfer of the Withholding Tax Ruling, if obtainedBook-Entry Shares, the Code, or any provision holder of applicable Law). Subject to the Withholding Tax Ruling, upon surrender of a Certificate (or an affidavit of loss in lieu thereof) such Certificates or Book-Entry Share for cancellation Shares shall be entitled to receive the Exchange Agent, together with such letter of transmittal and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), in each case, duly completed and validly executed in accordance with the respective instructions thereto, Parent shall pay or cause the Exchange Agent to pay to the holder of such Certificate or Book-Entry Share in exchange therefor the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificate or Certificates and for each Book-Entry Share, promptly (subject to the delay of up to three hundred sixty-five days contemplated by Section 2.4) following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or . Any Certificates and Book-Entry Share and Valid Tax Certificate, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share Shares so surrendered shall forthwith be forthwith cancelled. The Exchange Agent shall accept such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share 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 Per Share Merger Consideration is to be made to a Person other than the Person in whose name the any 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 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 Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or and shall have established to the satisfaction of the Surviving Company Corporation that such Tax Taxes either has have been paid or is are not required to be paid. Payment of the applicable Per Share Merger Consideration with respect to a Book-Entry Share Shares shall only be made to the Person in whose name such Book-Entry Share is Shares are registered. Until surrendered as contemplated by this Section 2.2hereby, each Certificate and or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Per Share Merger Consideration in cash as contemplated by this Article IIAgreement, without interest thereon.