Common use of Surrender and Exchange Clause in Contracts

Surrender and Exchange. (a) From and after the Effective Time, Media (or the NV/PCS Transferee), as sole holder of all of the issued and outstanding shares of NV Stock and PCS Holdings Stock, shall be entitled to receive, upon surrender of all the certificates representing such shares, the Merger Consideration payable in respect of such shares as provided for in Section 3.1(b). After the Effective Time, such certificates shall, until so surrendered, represent for all purposes only the right to receive such Merger Consideration. From and after the Effective Time, there shall be no further registration of the transfer on the stock transfer books of the Surviving Corporation of shares of NV Stock or PCS Holdings Stock which were outstanding immediately prior to the Effective Time. (b) No dividends, interest or other distributions with respect to the Merger Consideration shall be paid to Media (or the NV/PCS Transferee) as the holder of any unsurrendered certificates representing the NV Stock or the PCS Holdings Stock outstanding prior to the Effective Time, until all such certificates are surrendered as provided in this Section 3.4. Upon surrender of all such certificates (or, if later, the appropriate payment date), there shall be paid, without interest, to Media (or the NV/PCS Transferee) as the Person in whose name the certificates representing the Merger Consideration into which such shares were converted are registered, all dividends, interest and other distributions payable in respect of such securities on a date subsequent to, and in respect of a record date after, the Effective Time. (c) AirTouch shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to Media (or the NV/PCS Transferee) as the holder of the shares of NV Stock and PCS Holdings Stock such amounts, if any, as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by AirTouch such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Media (or the NV/PCS Transferee) as the holder of the shares of NV Stock and PCS Holdings Stock.

Surrender and Exchange. (a) From and Prior to the Effective Time, Parent shall appoint an agent (the "EXCHANGE AGENT") for the purpose of exchanging certificates representing shares of Company Common Stock (the "CERTIFICATES") for the Merger Consideration. Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the shares of Company Common Stock. Promptly after the Effective Time (but in any event within five business days after the Effective Time, Media (or the NV/PCS Transferee), as sole Parent will send, or will cause the Exchange Agent to send, to each holder of all shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the issued and outstanding Certificates to the Exchange Agent) for use in such exchange. (b) Each holder of shares of NV Company Common Stock and PCS Holdings Stock, shall that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon surrender to the Exchange Agent of all the certificates representing such sharesa Certificate, together with a properly completed letter of transmittal, the Merger Consideration payable in respect of the Company Common Stock represented by such shares Certificate together with any dividends or other distributions with a record date after the Effective Time previously paid or payable with respect to the Tyco Common Shares issued as provided for in Section 3.1(b)part of the Merger Consideration, less the amount of any withholding taxes which may be required thereon and without any interest. After Until so surrendered, each Certificate will be deemed from and after the Effective Time, such certificates shall, until so surrendered, represent for all corporate purposes only other than the payment of dividends and subject to Section 2.03(e) and Section 2.03(f), to evidence the ownership of the number of full shares of Tyco Common Shares into which such Certificates shall have the right to receive be converted. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the Certificate is registered, it shall be a condition to such Merger Consideration. From payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and after that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of the transfer on the stock transfer books of the Surviving Corporation transfers of shares of NV Company Common Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock one year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, and any dividends and distributions with respect thereto, in respect of such shares of Company Common Stock. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or PCS Holdings similar laws. Any portion of the Merger Consideration, and any dividends and distributions with respect thereto, remaining unclaimed by holders of shares of Company Common Stock which were outstanding two years after the Effective Time (or such earlier date, immediately prior to such times when the Effective Timeamounts would otherwise escheat to or become property of any governmental authority) shall become, to the extent permitted by applicable law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. (bf) No dividends, interest dividends or other distributions with respect to securities of Tyco constituting part of the Merger Consideration Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.06, shall be paid to Media (or the NV/PCS Transferee) as the holder of any unsurrendered certificates representing the NV Stock or the PCS Holdings Stock outstanding prior to the Effective Time, Certificates until all such certificates Certificates are surrendered as provided in this Section 3.4Section. Upon surrender of all Following such certificates (or, if later, the appropriate payment date)surrender, there shall be paid, without interest, to Media (or the NV/PCS Transferee) as the Person in whose name the certificates representing securities of Tyco have been registered, at the Merger Consideration into time of such surrender, the amount of any cash payable in lieu of fractional shares to which such shares were converted are registered, Person is entitled pursuant to Section 2.06 and the amount of all dividends, interest and dividends or other distributions payable in respect of such securities on a date subsequent to, and in respect of with a record date after, after the Effective Time. (c) AirTouch shall be entitled to deduct and withhold from Time previously paid or payable on the Merger Consideration otherwise payable pursuant to this Agreement to Media (or the NV/PCS Transferee) as the holder date of the shares of NV Stock and PCS Holdings Stock such amounts, if any, as are required to be deducted and withheld surrender with respect to such securities, less the making amount of such payment under the Code, or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by AirTouch such withheld amounts shall withholding taxes which may be treated for all purposes of this Agreement as having been paid to Media (or the NV/PCS Transferee) as the holder of the shares of NV Stock and PCS Holdings Stockrequired thereon.

Surrender and Exchange. (a) From and after Prior to the Effective Time, Media Stores shall designate a commercial bank or trust company organized under the laws of the United States or any state of the United States with capital, surplus, and undivided profits of at least $100,000,000 to act as agent (or the NV/PCS Transferee), as sole "Exchange Agent") for the purpose of exchanging certificates representing shares of Stores Common Stock and Stores Warrants for certificates representing shares of Holdings Common Stock and Holdings Warrants. Each holder of all of the issued and outstanding shares of NV Stores Common Stock and PCS or Stores Warrants that have been converted into a right to receive shares of Holdings StockCommon Stock or Holdings Warrants, shall upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Stores Common Stock or Stores Warrants, together with a properly completed letter of transmittal covering such shares of Stores Common Stock or Stores Warrants, will be entitled to receive, upon surrender of all the receive a certificate or certificates representing such shares, the Merger Consideration payable in respect an equal number of such shares as provided for in Section 3.1(b)of Holdings Common Stock or Holdings Warrants. After the Effective Time, each such certificates certificate shall, until so surrendered, represent for all purposes only the right to receive such Merger Consideration. From and after shares of Holdings Common Stock or Holdings Warrants. (b) After the Effective Time, there shall be no further registration of the transfer on the stock transfer books of the Surviving Corporation transfers of shares of NV Stores Common Stock or PCS Holdings Stock which were outstanding immediately prior to the Effective Time. (b) No dividends, interest or other distributions with respect to the Merger Consideration shall be paid to Media (or the NV/PCS Transferee) as the holder of any unsurrendered certificates representing the NV Stock or the PCS Holdings Stock Stores Warrants outstanding prior to the Effective Time. If, until all such after the Effective Time, certificates representing shares of Stores Common Stock or Stores Warrants outstanding prior to the Effective Time are surrendered as provided in this Section 3.4. Upon surrender of all such certificates (orpresented to the Surviving Corporation, if later, the appropriate payment date), there they shall be paid, without interest, to Media (or the NV/PCS Transferee) as the Person in whose name the canceled and exchanged for certificates representing the Merger Consideration into which such shares were converted are registered, all dividends, interest and other distributions payable in respect of such securities on a date subsequent toHoldings Common Stock or Holdings Warrants provided for, and in respect of a record date afteraccordance with the procedures set forth, the Effective Timein this Agreement. (c) AirTouch shall be entitled to deduct and withhold Any holder of Stores Common Stock or Stores Warrants who has not exchanged his shares of Stores Common Stock or Stores Warrants for shares of Holdings Common Stock or Holdings Warrants in accordance with this Section 1.7 within one year from the Merger Consideration otherwise payable pursuant Effective Time shall thereafter look only to this Agreement to Media (or the NV/PCS Transferee) as the holder Holdings for transfer of the his shares of NV Stock and PCS Holdings Stock such amounts, if any, as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by AirTouch such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Media (or the NV/PCS Transferee) as the holder of the shares of NV Stock and PCS Holdings Stock.Stores Common

Surrender and Exchange. (a) From Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented the Shares, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(b), (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 receipt of the Certificates by the Surviving Corporation, and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Surviving Corporation or to such agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, and the Certificate so surrendered shall forthwith be cancelled. Until so surrendered, each Certificate will be deemed from and after the Effective Time, Media (or the NV/PCS Transferee), as sole holder of all of the issued and outstanding shares of NV Stock and PCS Holdings Stock, shall be entitled to receive, upon surrender of all the certificates representing such shares, the Merger Consideration payable in respect of such shares as provided for in Section 3.1(b). After the Effective Time, such certificates shall, until so surrendered, represent for all purposes only corporate purposes, to evidence the right to receive such the Merger Consideration. From . (b) If any portion of the Merger Consideration is to be issued to a Person other than the registered holder of the Shares represented by the Certificates surrendered in exchange therefor, it shall be a condition to such payment that the Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such issuance shall pay to the Surviving Corporation any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable. (c) If, after the Effective Time, there Certificates are presented to the Surviving Corporation, they shall be no further registration canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (d) No fractional shares of Common Stock shall be issued upon the surrender for exchange of Certificates. In lieu of any such fractional shares, each holder of Shares who would otherwise be entitled to a fraction of a share of Common Stock (after aggregating all fractional shares of Common Stock to be received by such holder) shall receive from the Surviving Corporation an amount of cash (rounded to the nearest whole cent) payable by check or otherwise equal to the product of (i) such fraction, multiplied by (ii) the fair market value of the transfer on Common Stock. (e) Notwithstanding anything to the stock transfer books contrary in this Section 2.2, Surviving Corporation shall not be liable to any holder of Shares for any amount paid to a public official pursuant to and in accordance with the requirements of applicable abandoned property, escheat or similar Laws. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact, in form and substance acceptable to the Surviving Corporation, by the person claiming such Certificate to be lost, stolen or destroyed, and complying with such other conditions as the Surviving Corporation may reasonably impose (including the execution of an indemnification undertaking or the posting of an indemnity bond or other surety in favor of the Surviving Corporation of shares of NV Stock or PCS Holdings Stock which were outstanding immediately prior to the Effective Time. (b) No dividends, interest or other distributions with respect to the Merger Consideration shall Certificate alleged to be paid to Media (lost, stolen or the NV/PCS Transferee) as the holder of any unsurrendered certificates representing the NV Stock or the PCS Holdings Stock outstanding prior to the Effective Time, until all such certificates are surrendered as provided in this Section 3.4. Upon surrender of all such certificates (or, if laterdestroyed), the appropriate payment date), there shall be paid, without interest, Surviving Corporation will deliver to Media (or the NV/PCS Transferee) as the Person in whose name the certificates representing such person the Merger Consideration into which such shares were converted are registered, all dividends, interest and other distributions payable issuable in respect of each such securities on a date subsequent toCertificate, and in respect of a record date after, the Effective Timewithout interest thereon. (c) AirTouch shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to Media (or the NV/PCS Transferee) as the holder of the shares of NV Stock and PCS Holdings Stock such amounts, if any, as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by AirTouch such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Media (or the NV/PCS Transferee) as the holder of the shares of NV Stock and PCS Holdings Stock.

Surrender and Exchange. (a) From Prior to the Effective Time, the Company shall enter into an agreement (the "Exchange Agent Agreement") with First Chicago Trust Company of New York, as exchange agent (the "Exchange Agent"), for the purpose of exchanging certificates representing Old Shares for the Recapitalization Consideration (defined below). The Company will make available to the Exchange Agent, as needed, in trust for the benefit of holders of Old Shares, the Recapitalization Consideration (as defined herein) to be distributed in respect of the Old Shares (without regard to Section 1.5(f)). The cash portion of the Recapitalization Consideration shall be invested by the Exchange Agent as directed by the Company (so long as such directions do not impair the rights of holders of Old Shares), in direct obligations of the United States, obligations for which the full faith and credit of the United States is pledged to provide for the payment of principal and interest, commercial paper rated of the highest quality by Xxxxx'x Investors Services, Inc. and Standard & Poor's Corporation or certificates of deposit issued by a commercial bank having at least $10,000,000,000 in assets (collectively, "Permitted Securities"), and any net earnings with respect thereto shall be paid to the Company. The Exchange Agent shall, pursuant to irrevocable instructions, make the distributions referred to in Section 1.5(b) and the Recapitalization Consideration held by the Exchange Agent shall not be used for any other purpose. As soon as practicable after the Effective Time, Media (the Company will send, or cause the NV/PCS Transferee)Exchange Agent to send and otherwise make available, as sole to each holder of all Old Shares at the Effective Time a letter of transmittal, in form reasonably satisfactory to the Unions and the Company, for use in such exchange. Such letter of transmittal shall advise such holder of the issued effectiveness of the Recapitalization, whether or not any portion of the Underwriting Alternative has been consummated and, if consummated, the expected amount of the Proceeds Amount, and outstanding shares of NV Stock the procedures for surrendering to the Exchange Agent certificates representing Old Shares for exchange into Recapitalization Consideration and PCS Holdings Stock, shall specify that the delivery shall be entitled to receiveeffected, and the risk of loss and title shall pass, only upon surrender proper delivery of all the certificates representing such shares, the Merger Consideration payable in respect of such shares as provided for in Section 3.1(b). After the Effective Time, such certificates shall, until so surrendered, represent for all purposes only the right to receive such Merger Consideration. From and after the Effective Time, there shall be no further registration of the transfer on the stock transfer books of the Surviving Corporation of shares of NV Stock or PCS Holdings Stock which were outstanding immediately prior Old Shares to the Effective TimeExchange Agent. (b) No dividendsEach holder of Old Shares that have been converted into New Shares and Redeemable Preferred Stock, interest or other distributions with respect upon surrender to the Merger Consideration shall Exchange Agent of an Old Certificate or Certificates, together with a properly completed letter of transmittal covering such Old Shares, will be paid entitled to Media (or the NV/PCS Transferee) as the holder of any unsurrendered certificates representing the NV Stock or the PCS Holdings Stock outstanding prior to the Effective Time, until all such certificates are surrendered as provided in this Section 3.4. Upon surrender of all such certificates (or, if later, the appropriate payment date), there shall be paid, without interest, to Media (or the NV/PCS Transferee) as the Person in whose name the certificates representing the Merger Consideration into which such shares were converted are registered, all dividends, interest and other distributions payable receive in respect of such securities on Old Shares, subject to Section 1.5(f): (i) a date subsequent to, and in respect certificate or certificates representing 0.5 of a record date after, the Effective Time. (c) AirTouch shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to Media (New Share for each Old Share formerly represented by such Old Certificate or the NV/PCS Transferee) as the holder of the shares of NV Stock and PCS Holdings Stock such amounts, if any, as are required to be deducted and withheld Certificates in accordance with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by AirTouch such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Media (or the NV/PCS Transferee) as the holder of the shares of NV Stock and PCS Holdings Stock.Section 1.2;

Surrender and Exchange. (a) From and Prior to the Effective Time, Parent shall appoint an agent (the "EXCHANGE AGENT") for the purpose of exchanging certificates representing shares of Company Common Stock (the "CERTIFICATES") for the Merger Consideration. Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the shares of Company Common Stock. Promptly after the Effective Time (but in any event within five business days after the Effective Time, Media (or the NV/PCS Transferee), as sole Parent will send, or will cause the Exchange Agent to send, to each holder of all shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the issued and outstanding Certificates to the Exchange Agent) for use in such exchange. (b) Each holder of shares of NV Company Common Stock and PCS Holdings Stock, shall that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon surrender to the Exchange Agent of all the certificates representing such sharesa Certificate, together with a properly completed letter of transmittal, the Merger Consideration payable in respect of the Company Common Stock represented by such shares Certificate together with any dividends or other distributions with a record date after the Effective Time previously paid or payable with respect to the Tyco Common Shares issued as provided for in Section 3.1(b)part of the Merger Consideration, less the amount of any withholding taxes which may be required thereon and without any interest. After Until so surrendered, each Certificate will be deemed from and after the Effective Time, such certificates shall, until so surrendered, represent for all corporate purposes only other than the payment of dividends and subject to Section 2.03(e) and Section 2.03(f), to evidence the ownership of the number of full shares of Tyco Common Shares into which such Certificates shall have the right to receive be converted. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the Certificate is registered, it shall be a condition to such Merger Consideration. From payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and after that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of the transfer on the stock transfer books of the Surviving Corporation transfers of shares of NV Company Common Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock one year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, and any dividends and distributions with respect thereto, in respect of such shares of Company Common Stock. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or PCS Holdings similar laws. Any portion of the Merger Consideration, and any dividends and distributions with respect thereto, remaining unclaimed by holders of shares of Company Common Stock which were outstanding two years after the Effective Time (or such earlier date, immediately prior to such times when the Effective Timeamounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by applicable law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. (bf) No dividends, interest dividends or other distributions with respect to securities of Tyco constituting part of the Merger Consideration Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.06, shall be paid to Media (or the NV/PCS Transferee) as the holder of any unsurrendered certificates representing the NV Stock or the PCS Holdings Stock outstanding prior to the Effective Time, Certificates until all such certificates Certificates are surrendered as provided in this Section 3.4Section. Upon surrender of all Following such certificates (or, if later, the appropriate payment date)surrender, there shall be paid, without interest, to Media (or the NV/PCS Transferee) as the Person in whose name the certificates representing securities of Tyco have been registered, at the Merger Consideration into time of such surrender, the amount of any cash payable in lieu of fractional shares to which such shares were converted are registered, Person is entitled pursuant to Section 2.06 and the amount of all dividends, interest and dividends or other distributions payable in respect of such securities on a date subsequent to, and in respect of with a record date after, after the Effective Time. (c) AirTouch shall be entitled to deduct and withhold from Time previously paid or payable on the Merger Consideration otherwise payable pursuant to this Agreement to Media (or the NV/PCS Transferee) as the holder date of the shares of NV Stock and PCS Holdings Stock such amounts, if any, as are required to be deducted and withheld surrender with respect to such securities, less the making amount of such payment under the Code, or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by AirTouch such withheld amounts shall withholding taxes which may be treated for all purposes of this Agreement as having been paid to Media (or the NV/PCS Transferee) as the holder of the shares of NV Stock and PCS Holdings Stockrequired thereon.

Surrender and Exchange. (a) From and after Prior to the Effective Time, Media Parent shall authorize one or more transfer agent(s) reasonably acceptable to Company to act as exchange agent hereunder (or the NV/PCS Transferee), as sole holder of all of the issued and outstanding shares of NV Stock and PCS Holdings Stock, shall be entitled to receive, upon surrender of all the certificates representing such shares, the Merger Consideration payable in respect of such shares as provided for in Section 3.1(b). After the Effective Time, such certificates shall, until so surrendered, represent for all purposes only the right to receive such Merger Consideration. From and after the Effective Time, there shall be no further registration of the transfer on the stock transfer books of the Surviving Corporation of shares of NV Stock or PCS Holdings Stock which were outstanding immediately prior to the Effective Time. (b“Exchange Agent”) No dividends, interest or other distributions with respect to the Merger Consideration shall be paid to Media (Merger. At or the NV/PCS Transferee) as the holder of any unsurrendered certificates representing the NV Stock or the PCS Holdings Stock outstanding prior to the Effective Time, until all such certificates are surrendered as provided Parent shall deposit with the Exchange Agent for the benefit of the holders of Company Common Stock, for exchange in accordance with this Section 3.4. Upon surrender of all such certificates (or3.3 through the Exchange Agent, if later, the appropriate payment date), there shall be paid, without interest, to Media (or the NV/PCS Transferee) as the Person in whose name the certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 in exchange for outstanding shares of Company Common Stock (collectively, the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the applicable Merger Consideration into which such shares were converted are registeredin exchange for surrendered Stock Certificates pursuant to Section 3.1 out of the Exchange Fund. Except as contemplated by Section 3.3(e), all dividends, interest and the Exchange Fund shall not be used for any other distributions payable in respect of such securities on a date subsequent to, and in respect of a record date after, purpose. (b) Promptly after the Effective Time. , but in any event not later than five Business Days (cas defined below) AirTouch shall be entitled thereafter, Parent will send, or will cause the Exchange Agent to deduct send, to each holder of a Stock Certificate that immediately prior to the Effective Time represented outstanding Company Common Stock a letter of transmittal and withhold from instructions for use in effecting the exchange of such Stock Certificates for the Merger Consideration otherwise payable pursuant (which shall specify that delivery shall be effected and risk of loss and title to this Agreement to Media (or the NV/PCS Transferee) as the holder Stock Certificates shall pass only upon delivery of the shares of NV Stock and PCS Holdings Stock such amounts, if any, as are required to be deducted and withheld with respect Certificates to the making Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and instructions for use in effecting the exchange of such payment under Stock Certificates for the Code, or any provision of state, local or foreign Tax lawMerger Consideration. To the extent that amounts are so withheld by AirTouch such withheld amounts Provision also shall be treated made for all holders of Stock Certificates to procure in person immediately after the Effective Time a letter of transmittal and instructions and to deliver in person immediately after the Effective Time such letter of transmittal and Stock Certificates in exchange for the applicable Merger Consideration. For purposes of this Agreement as having been paid Agreement, “Business Day” means any date that is not a Saturday or Sunday or other day on which banks are required or authorized by law to Media (or be closed in the NV/PCS Transferee) as the holder city of the shares of NV Stock and PCS Holdings StockNew York.

Surrender and Exchange. (a) From and Prior to the Effective Time, Parent shall appoint an agent (the "EXCHANGE AGENT") for the purpose of exchanging certificates representing shares of Company Common Stock (the "CERTIFICATES") for the Merger Consideration. Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the shares of Company Common Stock. Promptly after the Effective Time (but in any event within three business days after the Effective Time, Media (or the NV/PCS Transferee), as sole Parent will send, or will cause the Exchange Agent to send, to each holder of all shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the issued and outstanding Certificates to the Exchange Agent) for use in such exchange. (b) Each holder of shares of NV Company Common Stock and PCS Holdings Stock, shall that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon surrender to the Exchange Agent of all the certificates representing such sharesa Certificate, together with a properly completed letter of transmittal, the Merger Consideration payable in respect of the Company Common Stock represented by such shares Certificate together with any dividends or other distributions with a record date after the Effective Time previously paid or payable with respect to the Parent Common Stock issued as provided for in Section 3.1(b)part of the Merger Consideration, less the amount of any withholding taxes which may be required thereon and without any interest. After Until so surrendered, each Certificate will be deemed from and after the Effective Time, such certificates shall, until so surrendered, represent for all corporate purposes only other than the payment of dividends and subject to Section 2.03(e) and Section 2.03(f), to evidence the ownership of the number of full shares of Parent Common Stock into which such Certificates shall have the right to receive be converted. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the Certificate is registered, it shall be a condition to such Merger Consideration. From payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and after that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of the transfer on the stock transfer books of the Surviving Corporation transfers of shares of NV Company Common Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock one year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, and any dividends and distributions with respect thereto, in respect of such shares of Company Common Stock. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or PCS Holdings similar laws. Any portion of the Merger Consideration, and any dividends and distributions with respect thereto, remaining unclaimed by holders of shares of Company Common Stock which were outstanding two years after the Effective Time (or such earlier date, immediately prior to such time when the Effective Timeamounts would otherwise escheat to or become property of any governmental authority) shall become, to the extent permitted by applicable law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. (bf) No dividends, interest dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.06, shall be paid to Media (or the NV/PCS Transferee) as the holder of any unsurrendered certificates representing the NV Stock or the PCS Holdings Stock outstanding prior to the Effective Time, Certificates until all such certificates Certificates are surrendered as provided in this Section 3.4Section. Upon surrender of all Following such certificates (or, if later, the appropriate payment date)surrender, there shall be paid, without interest, to Media (or the NV/PCS Transferee) as the Person in whose name the certificates representing securities of Parent have been registered, at the Merger Consideration into time of such surrender, the amount of any cash payable in lieu of fractional shares to which such shares were converted are registered, Person is entitled pursuant to Section 2.06 and the amount of all dividends, interest and dividends or other distributions payable in respect of such securities on a date subsequent to, and in respect of with a record date after, after the Effective Time. (c) AirTouch shall be entitled to deduct and withhold from Time previously paid or payable on the Merger Consideration otherwise payable pursuant to this Agreement to Media (or the NV/PCS Transferee) as the holder date of the shares of NV Stock and PCS Holdings Stock such amounts, if any, as are required to be deducted and withheld surrender with respect to such securities, less the making amount of such payment under the Code, or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by AirTouch such withheld amounts shall withholding taxes which may be treated for all purposes of this Agreement as having been paid to Media (or the NV/PCS Transferee) as the holder of the shares of NV Stock and PCS Holdings Stockrequired thereon.