Common use of Promptly after the Effective Time, the Surviving Corporation Clause in Contracts

Promptly after the Effective Time, the Surviving Corporation. shall cause to be mailed to each record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock, other than Retained Shares (the "Certificates"), a form of letter of transmittal (which ------------ shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment of the Merger Consideration therefor. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the aggregate amount of Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate or Certificates surrendered shall have been converted pursuant to this Agreement. If any Merger Consideration is to be remitted to a person whose name is other than that in which the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer, and that the person requesting such exchange shall have paid any transfer and/or other taxes required by reason of the remittance of Merger Consideration to a person whose name is other than that of the registered holder of the Certificate surrendered, or the person requesting such exchange shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. No interest shall be paid or accrued, upon the surrender of the Certificates, for the benefit of holders of the Certificates on any Merger Consideration.

Promptly after the Effective Time, the Surviving Corporation. shall cause to be mailed to each record holderperson who was, as of at the Effective Time, a holder of an outstanding certificate or certificates which immediately prior record of Shares entitled to receive the Effective Time represented shares of Company Common Stock, other than Retained Shares (the "Certificates"), Merger Consideration pursuant to Section 2.6(a) a form of letter of transmittal (which ------------ shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment certificates evidencing the certificates evidencing the Shares (the "Certificates") pursuant to such letter of the Merger Consideration therefortransmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsinstructions in accordance with standard market practices, the holder of such Certificate shall be entitled to receive in exchange therefor the aggregate amount of Merger Consideration into which the number of shares of Company Common Stock previously represented for each Share formerly evidenced by such Certificate, after reduction of any applicable withholding tax and such Certificate shall then be canceled. No interest shall accrue or Certificates surrendered shall have been converted pursuant to be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate as long as the Merger Consideration is made available as provided in this AgreementSection. If any payment of the Merger Consideration is to be remitted made to a person other than the person in whose name the surrendered Certificate is other than that in which registered on the Certificate surrendered for exchange is registeredstock transfer books of the Company, it shall be a condition of such exchange payment that the Certificate so surrendered shall be endorsed properly endorsed, with signature guaranteed, or otherwise be in proper form for transfer, transfer and that the person requesting such exchange payment shall have paid any all transfer and/or and other taxes required by reason of the remittance payment of the Merger Consideration to a person whose name is other than that of the registered holder of the Certificate surrendered, surrendered or the person requesting such exchange shall have established to the reasonable satisfaction of the Surviving Corporation that such tax taxes either has have been paid or is are not applicable. No interest shall be paid or accrued, upon the surrender of the Certificates, for the benefit of holders of the Certificates on any Merger Consideration.

Promptly after the Effective Time, the Surviving Corporation. shall cause to be mailed to each record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock, other than Retained Shares (the "Certificates"), a form of letter of transmittal (which ------------ shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment of the Merger Consideration therefor. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the aggregate amount of Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate or Certificates surrendered shall have been converted pursuant to this Agreement. If any Merger Consideration is to be remitted to a person whose name is other than that in which the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer, and that the person requesting such exchange shall have paid any transfer and/or other taxes required by reason of the remittance of Merger Consideration to a person whose name is other than that of the registered holder of the Certificate surrendered, or the person requesting such exchange shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. No interest shall be paid or accrued, upon the surrender of the Certificates, for the benefit of holders of the Certificates on any Merger Consideration.

Promptly after the Effective Time, the Surviving Corporation. shall cause to be mailed to each record holderperson who was, as of at the Effective Time, a holder of an outstanding certificate or certificates which immediately prior record of Shares entitled to receive the Effective Time represented shares of Company Common Stock, other than Retained Shares (the "Certificates"), Merger Consideration pursuant to Section 3.06(a) a form of letter of transmittal (which ------------ shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment pursuant to such letter of the Merger Consideration therefortransmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the aggregate amount of Merger Consideration into which the number of shares of Company Common Stock previously represented for each Share formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or Certificates surrendered shall have been converted pursuant to this Agreementbe paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If any the payment equal to the Merger Consideration is to be remitted made to a person other than the person in whose name the surrendered certificate formerly evidencing Shares is other than that in which registered on the Certificate surrendered for exchange is registeredstock transfer books of the Company, it shall be a condition of such exchange payment that the Certificate certificate so surrendered shall be endorsed properly endorsed, with signature guaranteed, or otherwise be in proper form for transfer, transfer and that the person requesting such exchange payment shall have paid any all transfer and/or and other taxes required by reason of the remittance payment of the Merger Consideration to a person whose name is other than that of the registered holder of the Certificate certificate surrendered, or the person requesting such exchange shall have established to the satisfaction of the Surviving Corporation Purchaser that such tax taxes either has have been paid or is are not applicable. No interest shall be paid or accrued, upon the surrender of the Certificates, for the benefit of holders of the Certificates on any Merger Consideration.

Promptly after the Effective Time, the Surviving Corporation. shall cause to be mailed to each record holderperson who was, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented shares Time, a holder of Company Common Stock, record of Shares (other than Retained Shares (the "Certificates"holders of Excluded Shares), a form of letter of transmittal (which ------------ shall specify that delivery shall be effected, and risk of loss and title to a certificate which, immediately prior to the Certificates Effective Time, represented any Shares (a "Certificate") shall pass, only upon proper delivery of the Certificates Certificate to the Paying AgentAgent and shall be in a form and have such other provisions as Acquiror may reasonably specify) and instructions for use in effecting the surrender of the Certificates Certificate for payment of the appropriate Merger Consideration thereforConsideration. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such any other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the aggregate amount of Merger Consideration into which the number of shares of Company Common Stock previously for each Share formerly represented by such Certificate (subject to required tax withholdings), and such Certificate shall then be cancelled. No interest will be accrued or Certificates surrendered shall have been converted pursuant to this Agreementpaid on the Merger Consideration. If any delivery of the Merger Consideration is to be remitted made to a person other than the person in whose name is other than that in which the a surrendered Certificate surrendered for exchange is registered, it shall be a condition of to such exchange delivery that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or otherwise in proper form for transfer, transfer and that the person requesting such exchange delivery shall have paid any all transfer and/or and other taxes required by reason of the remittance of Merger Consideration such delivery to a person whose name is other than that of the such registered holder of the Certificate surrendered, or the person requesting such exchange shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. No interest If a mutilated Certificate is surrendered to the Paying Agent or if the holder of a Certificate submits an affidavit to the Paying Agent stating that the Certificate has been lost, destroyed or wrongfully taken, such holder shall, if required by the Surviving Corporation, furnish an indemnity bond sufficient in the reasonable judgment of the Surviving Corporation to protect Acquiror, the Surviving Corporation and the Paying Agent from any loss that any of them may suffer. Until surrendered in accordance with the provisions of this Section 2.2, from and after the Effective Time each Certificate (other than Certificates representing Excluded Shares and other than Certificates representing Dissenting Shares) shall represent for all purposes only the right to receive for each Share represented thereby the Merger Consideration. All Merger Consideration paid upon surrender for exchange of any Certificate in accordance with the terms of this Agreement shall be deemed to have been paid or accrued, upon the surrender in full satisfaction of the Certificates, for the benefit of holders of the Certificates on any Merger Considerationall rights pertaining to such Certificate.