Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Payment Agent to mail to each holder of record of a Certificate or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case whose Shares were converted into the right to receive the 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 Certificates shall pass, only upon delivery of the Certificates to the Payment Agent, and shall otherwise be in such form and have such other provisions as Parent may reasonably specify and as reasonably approved by the Company prior to the Effective Time, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent (or an affidavit of loss in lieu thereof and in compliance with paragraph (f) below), and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, and such other documents as may reasonably be required by the Payment Agent, and subject to any withholding as provided in paragraph (e) below, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the amount of cash into which each Share formerly represented by such Certificates and each Book-Entry Share was converted pursuant to Section 2.1(a), and the Certificates so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Common Stock that is not registered in the transfer records of the Company, payment of Merger Consideration may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or shall establish to the satisfaction of Parent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration into which the Shares theretofore represented by such Certificate or Book-Entry Share having been converted pursuant to Section 2.1(a). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate or Book-Entry Share.

Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall will cause the Payment 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-book entry (“Book-Entry Shares”), in each case whose case, which Shares were converted into the right to receive the 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 Certificates shall will pass, only upon delivery of the Certificates to the Payment Paying Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify and as reasonably approved by the Company prior to the Effective Time, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent (or an affidavit of loss in lieu thereof and in compliance with paragraph (f) below)Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, and such other documents as may reasonably be required by the Payment Agent, and subject to any withholding as provided in paragraph (e) below, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive in exchange therefor the amount of cash into which Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share was converted pursuant to Section 2.1(a), Share. Any Certificates and the Certificates Book-Entry Shares so surrendered shall will forthwith be cancelled. In All cash paid upon the event surrender for exchange of a transfer Certificates and Book-Entry Shares will be deemed to have been paid in full satisfaction of ownership of Common Stock that is not registered in the transfer records all rights pertaining to Shares formerly represented by such Certificates or Book-Entry Shares. If payment of the Company, payment of Merger Consideration may is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall will be properly endorsed or shall will be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay will have paid any transfer and other or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or shall establish will have established to the satisfaction of Parent the Paying Agent that such Taxes either have been paid or 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 Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2hereby, each Certificate and each or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration into which the Shares theretofore represented in cash as contemplated by such Certificate or Book-Entry Share having been converted pursuant to Section 2.1(a). No this Agreement, without any interest shall be paid or accrue on any cash payable upon surrender of any Certificate or Book-Entry Shareaccruing thereon.

Procedures for Surrender. As promptly as practicable after the Effective Time (but in no event later than the second Business Day following the Effective Time), Parent shall cause the Payment Paying Agent to mail to each holder of record of a Certificate or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case whose Shares were converted into the right to receive the 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 Certificates Certificate shall pass, only upon delivery of the Certificates Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e) to the Payment Paying Agent, ) and shall otherwise be in such form and have such other provisions as Parent may reasonably specify and as reasonably approved by after consultation with the Company prior to the Effective Time, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares Certificate in exchange for payment of the Merger ConsiderationConsideration with respect to each Share evidenced thereby. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent a Certificate (or an affidavit of loss in lieu thereof and in compliance accordance with paragraph (fSection 2.02(e)) below)for cancellation to the Paying Agent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, and such other documents as may reasonably be required by the Payment Agent, and subject to any withholding as provided in paragraph (e) belowCertificate, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor the amount of cash into which each Share the Shares formerly represented by such Certificates and each Book-Entry Share was Certificate were converted pursuant to Section 2.1(a2.01(a)(i) (less any required Tax withholdings as provided in Section 2.05), and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Common Stock Shares that is not registered in the transfer records of the Company, payment of Merger Consideration may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer transfer, and the Person person requesting such payment shall pay to the Paying Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered or shall establish to the reasonable satisfaction of Parent the Paying Agent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person person in whose name such Book-Entry Shares are registered and shall be made promptly following the Effective Time without any action on the part of the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration into which the Shares theretofore represented by such Certificate or Book-Entry Share having been converted pursuant to Section 2.1(a). No interest shall be paid or accrue on any cash portion of the Merger Consideration payable upon surrender of any Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) or Book-Entry Share.

Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Payment Paying Agent to mail to each holder of record of a Certificate certificate or non-certificated certificates that formerly represented Shares represented by book-entry (the “Book-Entry SharesCertificates”), in each case whose which Shares were converted into the right to receive the 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 Certificates shall pass, only upon delivery of the Certificates to the Payment Paying Agent, and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify and as reasonably approved by the Company prior to the Effective Timespecify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates for cancellation to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent (or an affidavit of loss in lieu thereof and in compliance with paragraph (f) below)Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, and such other documents as may reasonably be required by the Payment Agent, and subject to any withholding as provided in paragraph (e) belowCertificates, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the amount of cash into which Merger Consideration for each Share formerly represented by such Certificates and each Book-Entry Share was converted pursuant to Section 2.1(a), and the Certificates. Any Certificates so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Common Stock that is not registered in the transfer records If payment of the Company, payment of Merger Consideration may is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or and shall establish have established to the satisfaction of Parent the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2hereby, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration into which the Shares theretofore represented in cash as contemplated by such Certificate or Book-Entry Share having been converted pursuant to Section 2.1(a). No this Agreement, without interest shall be paid or accrue on any cash payable upon surrender of any Certificate or Book-Entry Sharethereon.

Procedures for Surrender. As promptly as practicable after the Effective TimeTime and in any event not later than the second Business Day thereafter, Parent shall cause the Payment Paying Agent to mail to each holder of record of a Certificate or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case whose Shares were converted into the right to receive the 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 Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)) to the Payment Paying Agent, and shall otherwise be in such form and have such other provisions as Parent may reasonably specify and as reasonably approved by after consultation with the Company prior to the Effective Time, Company; and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent (or an affidavit affidavits of loss in lieu thereof and in compliance accordance with paragraph (fSection 2.02(e)) below)for cancellation to the Paying Agent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, and such other documents as may reasonably be required by the Payment Agent, and subject to any withholding as provided in paragraph (e) below, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the amount portion of cash the Aggregate Common Stock Consideration into which each Share the Shares formerly represented by such Certificates and each or such Book-Entry Share was Shares were converted pursuant to Section 2.1(a2.01(a)(i) (less any required Tax withholdings as provided in Section 2.05), and the Certificates so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment of may be made and Merger Consideration may be made issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer transfer, and the Person person requesting such payment shall pay to the Paying Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered or shall establish to the reasonable satisfaction of Parent the Paying Agent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration into which the Shares theretofore represented by such Certificate or Book-Entry Share having been converted pursuant to Section 2.1(a). No interest shall be paid or accrue on any cash portion of the Merger Consideration payable upon surrender of any Certificate or Book-Entry ShareShare (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)).