Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) At or promptly after the Effective Time (but in any event within one Business Day), the Parent shall deposit, or shall cause to be deposited (i) with a paying agent selected by Parent (subject to the consent, not to be unreasonably withheld, conditioned or delayed, of the Company) (the “Paying Agent”), for the benefit of the holders of (A) certificates that immediately prior to the Effective Time evidenced shares of Company Common Stock (the “Certificates”) and (B) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), for exchange in accordance with this ‎Article III, cash in an amount equal to the aggregate amount payable as Merger Consideration under ‎Section 3.1(a) (the “Fund”). As soon as reasonably practicable after the Effective Time and in any event not later than the third (3rd) Business Day following the Effective Time, the Paying Agent shall mail to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal in customary form 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 Certificates or transfer of the Uncertificated Shares to the Paying Agent) for use in connection with such exchange. Upon proper surrender of a Certificate for exchange and cancellation or transfer of Uncertificated Shares to the Paying Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect of the shares of Company Common Stock formerly represented by any such Certificate or Uncertificated Shares, and such Certificate so surrendered and any such Uncertificated Shares so transferred shall forthwith be cancelled.

Surrender and Payment. (a) At or promptly after Prior to the Effective Time Time, Republic and Allied shall appoint a mutually acceptable agent (but in any event within one Business Day), the Parent shall deposit, or shall cause to be deposited “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) with a paying agent selected by Parent (subject to the consentcertificates representing, not to be unreasonably withheld, conditioned or delayed, of the Company) (the “Paying Agent”), for the benefit of the holders of (A) certificates that immediately prior to the Effective Time evidenced Time, outstanding shares of Company Allied Common Stock (the “Certificates”) and or (Bii) uncertificated shares of Company Allied Common Stock outstanding immediately prior to the Effective Time (the “Uncertificated Shares”). Republic shall (x) deposit with the Exchange Agent, to be held in trust for the holders of Allied Common Stock, certificates (if such shares shall be certificated) representing shares of Republic Common Stock issuable pursuant to Section 2.04 in exchange in accordance with this ‎Article IIIfor outstanding shares of Allied Common Stock and (y) make available to the Exchange Agent, when and as needed, cash in an amount equal amounts that are sufficient to pay cash in lieu of fractional shares pursuant to Section 2.07 and any dividends or other distributions pursuant to Section 2.05(f), in each case, to be paid in respect of the aggregate amount payable as Merger Consideration under ‎Section 3.1(a) Certificates and the Uncertificated Shares. Promptly (the “Fund”). As soon as reasonably practicable after the Effective Time and but in any event not later than the third within five (3rd5) Business Day following Days) after the Effective Time, Republic shall send, or shall cause the Paying Exchange Agent shall mail to send, to each holder of shares of Company Allied Common Stock at the Effective Time a letter of transmittal in customary form 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 Certificates (or the documentation required by Section 2.09) or transfer of the Uncertificated Shares to the Paying Exchange Agent) for use in connection with such exchange. Upon proper surrender of a Certificate for exchange and cancellation or transfer of Uncertificated Shares to the Paying Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect of the shares of Company Common Stock formerly represented by any such Certificate or Uncertificated Shares, and such Certificate so surrendered and any such Uncertificated Shares so transferred shall forthwith be cancelled.

Surrender and Payment. (a) At or promptly after the Effective Time (but in any event within one Business Day), the Parent shall deposit, or shall cause to be deposited (i) with a paying appoint an agent selected by Parent (subject to the consent, not to be unreasonably withheld, conditioned or delayed, of the Company) (the “Paying Exchange Agent”), ) reasonably acceptable to Company for the benefit purpose of the holders of (A) exchanging certificates that which immediately prior to the Effective Time evidenced shares of Company Common Stock (the “Certificates”) for the applicable Merger Consideration pursuant to an exchange agent agreement in form and substance reasonably satisfactory to Company. At or as promptly as practicable (Band, in any event, within two (2) uncertificated shares of Company Common Stock (business days) after the “Uncertificated Shares”)Effective Time, for exchange Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, the Merger Consideration to be exchanged or paid in accordance with this ‎Article IIIArticle II, and Parent shall make available from time to time after the Effective Time as necessary, cash in an amount equal sufficient to the aggregate amount pay any cash payable as Merger Consideration under ‎Section 3.1(a) (the “Fund”). As soon as reasonably practicable after the Effective Time in lieu of fractional shares pursuant to Section 2.3 and in any event not later than the third (3rd) Business Day following the Effective Time, the Paying Agent shall mail dividends or distributions to each holder which holders of shares of Company Common Stock at may be entitled pursuant to Section 2.2(c). The Surviving Corporation shall send, or shall cause the Exchange Agent to send, to each holder of record of shares of Company Common Stock immediately prior to the Effective Time whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.1, promptly after the Effective Time, (i) a letter of transmittal for use in customary such exchange (which shall be in form and instructions (which substance reasonably satisfactory to Parent and Company and shall specify that the delivery shall be effected, and risk of loss and title in respect of the Certificates shall pass, only upon proper delivery of the Certificates or transfer to the Exchange Agent) and (ii) instructions to effect the surrender of the Uncertificated Shares to Certificates in exchange for the Paying Agent) for use applicable Merger Consideration, cash payable in connection with such exchange. Upon proper surrender respect thereof in lieu of a Certificate for exchange and cancellation or transfer of Uncertificated Shares to the Paying Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required any fractional shares pursuant to such instructions, the holder of such Certificate Section 2.3 and any dividends or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration other distributions payable in respect of the shares of Company Common Stock formerly represented by any such Certificate or Uncertificated Shares, and such Certificate so surrendered and any such Uncertificated Shares so transferred shall forthwith be cancelledthereof pursuant to Section 2.2(c).

Surrender and Payment. (a) At or promptly after Prior to the Effective Time (but in any event within one Business Day)Time, the Parent shall deposit, or shall cause to be deposited (i) with a paying appoint an agent selected by Parent (subject reasonably acceptable to the consent, not to be unreasonably withheld, conditioned or delayed, of the Company) Company (the “Paying Agent”), ) and enter into a paying agent agreement with the Paying Agent reasonably acceptable to the Company for the benefit purpose of acting as agent in exchanging for the applicable portion of the holders of Merger Consideration (A) certificates that immediately prior to the Effective Time evidenced representing shares of Company Common Stock (the “Certificates”) and or (B) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), for exchange in accordance with this ‎Article III, cash in an amount equal to the aggregate amount payable as Merger Consideration under ‎Section 3.1(a) (the “Fund”). As soon as reasonably practicable Promptly after the Effective Time and (but in any no event not later than the third two (3rd2) Business Day following Days after the Effective Time), the Company shall send, or shall cause the Paying Agent shall mail to send, to each holder of record of shares of Company Common Stock at (other than shares of Company Stock to be canceled pursuant to Section 2.02(a)(i) or Section 2.02(a)(ii) and shares of Company Stock converted pursuant to Section 2.02(a)(iii)) as of immediately following the Exchange and Redemption and immediately prior to the Effective Time a letter of transmittal (in customary a form that was reasonably acceptable to the Company prior to the Effective Time) 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 Certificates or transfer receipt of the Uncertificated Shares to the Paying Agentan “agent’s message”, as applicable) for use in connection with such exchange. Upon proper surrender of a Certificate for the exchange and cancellation or transfer of Uncertificated Shares to the Paying Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect of the shares of Company Common Stock formerly represented by for such holder’s applicable portion of the Merger Consideration; provided, that if any holder of record of shares of Company Stock or OpCo Units requests in writing to the Company (at least five (5) Business Days prior to the Closing) to receive such Certificate letter of transmittal and instructions in advance of the Effective Time, the Company shall send, or Uncertificated Sharesshall cause the Paying Agent to send, to each such requesting holder such letter of transmittal and such Certificate so surrendered and any such Uncertificated Shares so transferred shall forthwith be cancelledinstructions in advance of the Effective Time.

Surrender and Payment. (a) At or promptly after the Effective Time (but in any event within one Business Day)Time, the Parent shall deposit, or shall cause to be deposited (i) deposited, with a paying agent selected by Parent (subject to the consent, not to be unreasonably withheld, conditioned or delayed, of the Company) (the “Paying Agent”), for the benefit of the holders of (Ai) certificates that immediately prior to the Effective Time evidenced shares of Company Common Stock (the “Certificates”) and (Bii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), for exchange in accordance with this ‎Article Article III, cash in an amount equal to the aggregate amount amounts payable as Merger Consideration under ‎Section Section 3.1(a) (the “Fund”). As soon as reasonably practicable after the Effective Time and in any event not later than the third fifth (3rd5th) Business Day following the Effective Time, the Paying Agent shall mail to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal in customary form 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 Certificates or transfer of the Uncertificated Shares to the Paying Agent) for use in connection with such exchange. Upon proper surrender of a Certificate for exchange and cancellation or transfer of Uncertificated Shares to the Paying Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect of the shares of Company Common Stock formerly represented by any such Certificate or Uncertificated Shares, and such Certificate so surrendered and the shares of Company Common Stock formerly represented by any such Uncertificated Shares so transferred shall forthwith be cancelled.

Surrender and Payment. (a) At or promptly after Prior to the Effective Time (but in any event within one Business Day)Time, the Parent shall deposit, or shall cause appoint an agent reasonably acceptable to be deposited the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) with a paying agent selected by Parent (subject to the consent, not to be unreasonably withheld, conditioned or delayed, of the Company) (the “Paying Agent”), for the benefit of the holders of (A) certificates that immediately prior to the Effective Time evidenced representing shares of Company Common Stock (the “Certificates”) and or (Bii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). At or prior to the Effective Time, Parent shall deposit and make available to the Exchange Agent the Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (but not any Merger Consideration in respect of any Dissenting Shares as of the Effective Time or, for exchange in accordance with this ‎Article IIIthe avoidance of doubt, cash in an amount equal to the aggregate amount payable as Company Option Merger Consideration under ‎Section 3.1(aor the Company RSU Merger Consideration) (the “Exchange Fund”). As soon All cash deposited with the Exchange Agent shall only be used for the purposes provided in this Agreement, or as reasonably practicable otherwise agreed by the Company and Parent before the Effective Time. Any income from investment of the Exchange Fund will be payable to the Surviving Corporation. Promptly after the Effective Time and (but in any no event not later than the third five (3rd5) Business Day following Days after the Effective Time), Parent shall cause the Paying Exchange Agent shall mail to send, to each holder of shares of Company Common Stock at the Effective Time (other than the Company, Parent, Merger Subsidiary, any Subsidiary of the Company or Parent, or holders of Dissenting Shares who have not subsequently withdrawn or lost their rights of appraisal) a letter of transmittal transmittal, in customary form and substance reasonably acceptable to the Surviving Corporation, 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 Certificates or transfer of the Uncertificated Shares to the Paying Exchange Agent) for use in connection with such exchange. Upon proper surrender of a Certificate for exchange and cancellation or transfer of Uncertificated Shares to the Paying Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect of the shares of Company Common Stock formerly represented by any such Certificate or Uncertificated Shares, and such Certificate so surrendered and any such Uncertificated Shares so transferred shall forthwith be cancelled.

Surrender and Payment. (a) At or promptly after the Effective Time (but in any event within one Business Day), the Parent shall deposit, or shall cause to be deposited (i) with a paying agent selected by Parent (subject to the consent, not to be unreasonably withheld, conditioned or delayed, of the Company) (the “Paying Agent”), for the benefit of the holders of (A) certificates that immediately prior to the Effective Time evidenced shares of Company Common Stock (the “Certificates”) and (B) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), for exchange in accordance with this ‎Article Article III, cash in an amount equal to the aggregate amount payable as Merger Consideration under ‎Section Section 3.1(a) (the “Fund”). As soon as reasonably practicable after the Effective Time and in any event not later than the third (3rd) Business Day following the Effective Time, the Paying Agent shall mail to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal in customary form 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 Certificates or transfer of the Uncertificated Shares to the Paying Agent) for use in connection with such exchange. Upon proper surrender of a Certificate for exchange and cancellation or transfer of Uncertificated Shares to the Paying Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect of the shares of Company Common Stock formerly represented by any such Certificate or Uncertificated Shares, and such Certificate so surrendered and any such Uncertificated Shares so transferred shall forthwith be cancelled.

Surrender and Payment. (a) At or promptly after Prior to the Effective Time (but in any event within one Business Day)Time, the Parent shall deposit, or shall cause appoint an agent reasonably acceptable to be deposited the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) with a paying agent selected by Parent (subject to the consent, not to be unreasonably withheld, conditioned or delayed, of the Company) (the “Paying Agent”), for the benefit of the holders of (A) certificates that immediately prior to the Effective Time evidenced representing shares of Company Common Stock (the “Certificates”) and or (Bii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), for exchange in accordance with this ‎Article III, cash in an amount equal to the aggregate amount payable as Merger Consideration under ‎Section 3.1(a) (the “Fund”). As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the third (3rd) Business Day following the Effective Time, Parent shall deposit in cash with the Paying Exchange Agent the Merger Consideration to be paid in respect of all of the Certificates and the Uncertificated Shares representing shares of Company Stock entitled to payment pursuant to Section 2.02(a) (collectively, the “Aggregate Merger Consideration”). For the avoidance of doubt, such amounts on deposit with the Exchange Agent shall mail not be used for any purpose other than to fund payments due pursuant to Section 2.02(a). The Aggregate Merger Consideration deposited with the Exchange Agent shall, pending its disbursement to such holders, be invested by the Exchange Agent as directed by Parent; provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Mxxxx’x Investors Service, Inc. or Standard & Poor’s respectively, or in money market funds having a rating in the highest investment granted by a recognized credit rating agency at the time of the investment. Any net profit resulting from, or interest or income produced by, such amounts on deposit with the Exchange Agent will be payable to Parent or as Parent otherwise directs. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal in customary form 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 Certificates or transfer of the Uncertificated Shares to the Paying Exchange Agent) for use in connection with such exchange. Upon proper surrender of a Certificate for exchange and cancellation or transfer of Uncertificated Shares to the Paying Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect of the shares of Company Common Stock formerly represented by any such Certificate or Uncertificated Shares, and such Certificate so surrendered and any such Uncertificated Shares so transferred shall forthwith be cancelled.

Surrender and Payment. (a) At or promptly after Prior to the Effective Time (but in any event within one Business Day)Time, the Parent shall deposit, or shall cause appoint an agent (the “Exchange Agent”) reasonably acceptable to be deposited the Company for the purpose of exchanging the (i) with a paying agent selected by Parent (subject to the consent, not to be unreasonably withheld, conditioned or delayed, of the Company) (the “Paying Agent”), for the benefit of the holders of (A) certificates that immediately prior to the Effective Time evidenced representing shares of Company Common Stock (the “Certificates”) and or (Bii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), ) in each case for exchange in accordance with this ‎Article III, cash in an amount equal to the aggregate amount payable as Merger Consideration under ‎Section 3.1(a) (the “Fund”). As soon as reasonably practicable after the Effective Time and in any event not later than the third (3rd) Business Day following the Effective Time, the Paying Agent shall mail payable to each holder of shares of Company Common Stock. Prior to the Effective Time, Parent shall make available to the Exchange Agent the Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares; provided, however, that the portion of the aggregate Merger Consideration allocable to the dissenting shares shall not be required to be deposited with the Exchange Agent. The Exchange Agent shall invest the funds provided by Parent in the manner specified by Parent, and interest payable thereon shall be solely for the account of Parent or the Surviving Corporation. Not later than two Business Days after the date of consummation of the Merger and the other transactions contemplated hereby (the “Closing;” such date, the “Closing Date”), Parent shall send, or shall cause the Exchange Agent to send, to each holder of shares of Company Stock at the Effective Time (other than treasury shares or shares held by any Subsidiary of the Company or by Parent), a letter of transmittal in customary form 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 Certificates or transfer of the Uncertificated Shares to the Paying Exchange Agent) for use in connection with such exchange. Upon proper surrender of a Certificate for exchange and cancellation or transfer of Uncertificated Shares All documents to be sent to the Paying Agent, together with a letter holders of transmittal, duly completed and validly executed in accordance with Company Stock by the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate or Uncertificated Shares Exchange Agent shall be entitled in a form reasonably agreed to receive in exchange therefor by Parent and the Merger Consideration in respect of the shares of Company Common Stock formerly represented by any such Certificate or Uncertificated Shares, and such Certificate so surrendered and any such Uncertificated Shares so transferred shall forthwith be cancelledCompany.

Surrender and Payment. (a) At or promptly after Prior to the Effective Time (but in any event within one Business Day)Time, the Parent shall deposit, or shall cause appoint an agent reasonably acceptable to be deposited the Company (the “Exchange Agent”) for the purpose of exchanging for the aggregate Merger Consideration payable in respect thereof (i) with a paying agent selected by Parent (subject to the consent, not to be unreasonably withheld, conditioned or delayed, of the Company) (the “Paying Agent”), for the benefit of the holders of (A) certificates that immediately prior to the Effective Time evidenced representing shares of Company Common Capital Stock (the “Certificates”) and or (Bii) uncertificated shares of Company Common Capital Stock (the “Uncertificated Shares”). At the Effective Time, Parent shall deposit and make available to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (but not, for exchange in accordance with this ‎Article IIIthe avoidance of doubt, cash in an amount equal to the aggregate amount payable as Dissenting Shares, the Company Option Merger Consideration under ‎Section 3.1(aor the Company RSU Merger Consideration) (the “Exchange Fund”). As soon All cash deposited with the Exchange Agent shall only be used for the purposes provided in this Agreement, or as reasonably practicable otherwise agreed by the Company and Parent before the Effective Time. Any income from investment of the Exchange Fund will be payable to the Surviving Corporation. Promptly after the Effective Time and (but in any no event not later than the third (3rd) five Business Day following Days after the Effective Time), Parent shall cause the Paying Exchange Agent shall mail to send to each holder of shares of Company Common Capital Stock at the Effective Time (other than the Company, Parent, Merger Subsidiary, any wholly-owned Subsidiary of the Company or Parent, or holders of Dissenting Shares who have not subsequently withdrawn or lost their rights of appraisal) a letter of transmittal transmittal, in customary form and substance reasonably acceptable to the Surviving Corporation, 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 Certificates (or affidavits of loss in lieu thereof as provided in Section 1.7) or transfer of the Uncertificated Shares to the Paying Exchange Agent) for use in connection with such exchange. Upon proper surrender of a Certificate for exchange and cancellation or transfer of Uncertificated Shares to the Paying Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect of the shares of Company Common Stock formerly represented by any such Certificate or Uncertificated Shares, and such Certificate so surrendered and any such Uncertificated Shares so transferred shall forthwith be cancelled.

Surrender and Payment. (a) At or promptly after Prior to the Effective Time (but in any event within one Business Day)Time, the Parent shall deposit, or shall cause appoint an agent reasonably acceptable to be deposited the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) with a paying agent selected by Parent (subject to the consent, not to be unreasonably withheld, conditioned or delayed, of the Company) (the “Paying Agent”), for the benefit of the holders of (A) certificates that immediately prior to the Effective Time evidenced representing shares of Company Common Stock (the “Certificates”) and (Bii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). Prior to, for exchange or substantially concurrently with, the Effective Time, Parent shall make available (A) to the Exchange Agent, cash in U.S. dollars sufficient to pay the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares pursuant to ‎Section 2.02(a) and (B) to the Company, cash in U.S. dollars sufficient to pay the aggregate amount in accordance with this ‎Article III, cash in an amount equal ‎Section 2.05 for all Company Equity Awards and Company Cash Incentive Awards. Such funds held by the Exchange Agent may be invested by the Exchange Agent as directed by Pxxxxx; provided that (x) no such investment or losses thereon shall affect the Merger Consideration payable hereunder and following any losses Parent shall promptly provide additional funds to the aggregate Exchange Agent for the benefit of the stockholders of the Company in the amount of any such losses and (y) such investments shall only be in short-term obligations of the United States of America with maturities of no more than 30 days or guaranteed by the United States of America. Any interest, gain or other income produced by such investments will be payable to the Surviving Corporation or Parent, as Merger Consideration under ‎Section 3.1(a) (the “Fund”)Parent directs. As soon as reasonably practicable Promptly after the Effective Time and in any event not (but no later than the third two (3rd2) Business Day following Days thereafter), Parent shall send, or shall cause the Effective TimeExchange Agent to send, the Paying Agent shall mail to each holder of shares of Company Common Stock represented by Certificates at the Effective Time a letter of transmittal in customary form 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 Certificates or transfer of the Uncertificated Shares to the Paying Exchange Agent) for use in connection with such exchange. Upon proper surrender exchange and, in the case of a Certificate for exchange and cancellation or transfer of Uncertificated Shares to the Paying Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect of the shares of Company Common Stock formerly represented by any such Certificate or Uncertificated Shares, and instructions in customary form for use in such Certificate so surrendered and any such Uncertificated Shares so transferred shall forthwith be cancelledexchange.

Surrender and Payment. (a) At or promptly after Prior to the Effective Time (but in any event within one Business Day)Time, the Parent shall deposit, or shall cause appoint an agent reasonably acceptable to be deposited the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) with a paying agent selected by Parent (subject to the consent, not to be unreasonably withheld, conditioned or delayed, of the Company) (the “Paying Agent”), for the benefit of the holders of (A) certificates that immediately prior to the Effective Time evidenced representing shares of Company Common Stock (the “Certificates”) and or (Bii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). Concurrently with the Effective Time, Parent shall make available to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (but not, for exchange the avoidance of doubt, the In-the-Money Company Stock Option Merger Consideration or the Company RSU Merger Consideration to be paid in respect of In-the-Money Company Stock Options and Company RSUs, respectively, which will be paid in accordance with Section 3.05). All cash deposited with the Exchange Agent may not be used for any purpose not provided in this ‎Article IIIAgreement, or as otherwise agreed by the Company and Parent before the Effective Time. Any income from investment of the cash in an amount equal deposited with the Exchange Agent will be payable to the aggregate amount payable Surviving Corporation or as Merger Consideration under ‎Section 3.1(a) (the “Fund”)otherwise directed by Parent. As soon as reasonably practicable Promptly after the Effective Time and (but in any no event not later than the third five (3rd5) Business Day following Days after the Effective Time), Parent shall cause the Paying Exchange Agent shall mail to send to each holder of shares of Company Common Stock at immediately prior to the Effective Time (other than the Company, Parent, Merger Subsidiary, any Subsidiary of the Company, Parent or Merger Subsidiary, or holders of Dissenting Shares who have not subsequently withdrawn or lost their rights of appraisal) a letter of transmittal transmittal, in customary form and substance reasonably acceptable to the Surviving Corporation, 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 Certificates or transfer of the Uncertificated Shares to the Paying Exchange Agent) for use in connection with such exchange. Upon proper surrender of a Certificate for exchange and cancellation or transfer of Uncertificated Shares to the Paying Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect of the shares of Company Common Stock formerly represented by any such Certificate or Uncertificated Shares, and such Certificate so surrendered and any such Uncertificated Shares so transferred shall forthwith be cancelled.

Surrender and Payment. (a) Following the date hereof and prior to the Effective Time, Parent shall, appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) to act as the exchange agent in the Merger. At or promptly after before the Effective Time (but in any event within one Business Day)Time, the Parent shall deposit, or shall cause to be deposited deposit with the Exchange Agent (i) with a paying agent selected by Parent (subject cash amount in immediately available funds equal to the consent, not Cash Consideration and (ii) the number of shares of Parent Common Stock equal to be unreasonably withheld, conditioned or delayed, the Stock Consideration. Promptly after the appointment of the Company) (Exchange Agent, Parent shall cause the “Paying Agent”), for the benefit Exchange Agent to mail to each holder of the holders record of (A) certificates that Company Shares as of immediately prior to the Effective Time evidenced shares of Company Common Stock (the “Certificates”) and (B) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), for exchange in accordance with this ‎Article III, cash in an amount equal entitled to the aggregate amount payable as receive Aggregate Merger Consideration under ‎Section 3.1(a) (the “Fund”). As soon as reasonably practicable after the Effective Time and in any event not later than the third (3rd) Business Day following the Effective Timepursuant to Section 2.5, the Paying Agent shall mail to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal in customary form and instructions (which shall be in the form and substance reasonably acceptable to Parent and the Company) (a “Letter of Transmittal”) and which shall (i) have customary representations and warranties as to title, authorization, execution and delivery, (ii) have a customary release of all claims against Parent and the Company arising out of or related to such holder’s ownership of Company Shares, (iii) specify that the delivery shall be effected, and risk of loss and title to the certificates evidencing such Company Shares (the “Certificates”), to the extent such Company Shares are certificated, shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Exchange Agent, (iv) include instructions for use in connection with such exchange. Upon proper effecting the surrender of a Certificate for exchange and cancellation or transfer of Uncertificated Shares the Certificates pursuant to the Paying AgentLetter of Transmittal and (v) permit each Stockholder to allocate, together with on a letter of transmittalshare-by-share or “block” basis, duly completed and validly executed in accordance with the instructions thereto, and those Company Shares exchanged for such other customary documents as may be required pursuant to such instructions, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect holder’s share of the shares of Company Common Stock formerly represented by any such Certificate or Uncertificated Shares, and such Certificate so surrendered and any such Uncertificated Shares so transferred shall forthwith be cancelledCash Consideration.

Surrender and Payment. (a) At or promptly after the Effective Time (but in any event within one Business Day)Time, the Parent shall deposit, or shall cause to be deposited (i) with a paying agent selected by Parent (subject to the consent, not to be unreasonably withheld, conditioned or delayed, all shares of the Company) (the “Paying Agent”), for the benefit of the holders of (A) certificates that Company Capital Stock outstanding immediately prior to the Effective Time evidenced shares shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.8, each holder of a certificate formerly representing any share of Company Common Capital Stock (the each, a “CertificatesCertificate”) and (B) uncertificated shares shall cease to have any rights as a shareholder of the Company Common Stock (other than as provided herein. At the “Uncertificated Shares”)Closing, for exchange in accordance with this ‎Article III, cash in an amount equal all Options outstanding immediately prior to the aggregate amount payable Closing shall automatically be cancelled and shall cease to exist, and each holder of record of an Option shall cease to have any rights as Merger Consideration under ‎Section 3.1(aa holder of Options other than as provided herein. (b) (the “Fund”). As soon promptly as reasonably practicable after following the Effective Time Time, and in any event not later than the third three (3rd3) Business Day following the Effective TimeDays thereafter, the Paying Agent shall (A) mail to each holder of shares of Company Common Capital Stock at that was converted pursuant to Section 2.6 into the Effective Time right to receive applicable Merger Consideration a letter of transmittal in customary substantially the form attached as Exhibit D (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 Certificates or transfer of the Uncertificated Shares to the Paying Agent) for use in connection with such exchange. Upon proper effecting the surrender of a Certificate Certificates (or delivery of an affidavit and agreement of indemnification, if any, as specified in Section 2.19) in exchange for exchange and cancellation the applicable portion of the Merger Consideration pursuant to Section 2.6, or transfer (B) email to such holder instructions for either (I) completing the Letter of Uncertificated Shares to Transmittal over the internet by electronic means, including electronic signature, as instructed by the Paying Agent, including procedures for effecting the surrender of Certificates (or delivering such affidavit), or (II) requesting the Letter of Transmittal and such instructions to be mailed to such holder as provided in the immediately preceding clause (A). The Paying Agent shall, no later than the later of (i) the Business Day after the Closing Date and (ii) two (2) Business Days after receipt of a Certificate (or of an affidavit and agreement of indemnification, if any, as specified in Section 2.19), together with a letter Letter of transmittal, Transmittal duly completed and validly executed in accordance with the instructions thereto, and such any other customary documents as may be required pursuant to such instructions, that the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect of the shares of Company Common Stock formerly represented by any such Certificate or Uncertificated Shares, and such Certificate so surrendered and any such Uncertificated Shares so transferred shall forthwith be cancelled.Paying Agent