Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the "Exchange Agent") to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the "Book-Entry Shares"). On and after the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, sufficient shares to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "Payment Shares Fund") in amounts and at the times necessary for such payments. The Payment Shares shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares for the Merger Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of 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 Certificates or transfer of the Book-Entry Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective TimePromptly following execution of this Agreement, Parent Buyer shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent Xxxxxx Bank & Trust Company (or such other qualified party reasonably acceptable to the Company Company) (the "Exchange Agent") to act as the agent for the purpose of exchanging certificates representing Shares for the Merger Consideration for: (i) Per Share Amount, and the Certificates, Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company. On or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the "Book-Entry Shares"). On and after the Effective Timetime, Parent Buyer shall deposit, or shall cause the Surviving Corporation to depositbe deposited, with or for the Exchange Agent, sufficient shares to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "Payment Shares Fund") in amounts and at the times necessary for such payments. The Payment Shares shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those account of the Exchange Agent, in connection with for the exchange benefit of the holders of Shares for of Common Stock, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, Parent shall Buyer will send, or shall will cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time, Time a letter of transmittal and instructions for use in such exchange (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 Book-Entry certificates representing Shares to the Exchange Agent) for use in such exchange).

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which that immediately prior to the Effective Time represented the shares of Company Common Stock (the "“Book-Entry Shares"”). On and after the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, sufficient shares funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "“Payment Shares Fund"”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Shares Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares shares of Company Common Stock for the Merger Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of 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 Certificates or transfer of the Book-Entry Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent Parent, with the Company’s prior approval (which shall not be unreasonably withheld or delayed), shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which certificates that immediately prior to the Effective Time represented the shares of Company Common Stock (the "Book-Entry “Certificates”), and (ii) uncertificated shares of Company Stock (the “Uncertificated Shares"”). On and after Concurrently with the Effective Time, Parent shall deposit, or shall cause the Surviving Corporation to depositbe deposited with, with the Exchange Agent, sufficient shares to pay Agent for the aggregate Merger Consideration that is payable in respect of all benefit of the holders of shares of Company Common Stock, (i) a cash amount in immediately available funds necessary for the Exchange Agent to make payments under Section 2.02(a) and (ii) subject to Parent’s option in Section 2.03(b) to provide uncertificated book-entry shares, certificates representing shares of Parent Stock represented by into which shares of Company Stock are converted in the Certificates and Merger, in each case, for exchange in accordance with this Article 2. The Merger Consideration into which shares of Company Stock are converted pursuant to the Book-Entry Shares (the "Payment Shares Fund") in amounts and Merger shall be deemed to have been issued at the times necessary for such paymentsEffective Time. The Payment Shares shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange AgentPromptly (and, in connection with the exchange of Shares for the Merger Consideration. Promptly any event, within two Business Days) after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, 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 Certificates or transfer of the Book-Entry Uncertificated Shares to the Exchange AgentAgent in accordance with the procedures set forth in the letter of transmittal) for use in such exchange, such letter of transmittal and instructions to be in such form and have such other provisions as Parent and the Company may reasonably agree.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent a bank or trust company that is reasonably acceptable satisfactory to the Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging the Shareholder Consideration for certificates representing Shares in accordance with a letter of irrevocable instructions mutually acceptable to Parent, the Merger Consideration for: (i) Company and the CertificatesExchange Agent. On the Closing Date, Parent shall, or (ii) book-entry shares which immediately prior shall cause Merger Sub to, deposit with the Exchange Agent the Shareholder Consideration to be paid in respect of the Effective Time represented the shares of Company Common Stock Shares (the "Book-Entry Shares"“Exchange Fund”). On and after For purposes of determining the Effective Time, Parent shall deposit, or cause the Surviving Corporation Shareholder Consideration to deposit, be deposited with the Exchange Agent, sufficient shares Parent shall assume that no holder of Shares will perfect such holder’s right to pay the aggregate Merger Consideration that is payable in respect of all demand cash payment of the shares fair market value of Company Common Stock represented by the Certificates and the Book-Entry his Shares (the "Payment Shares Fund") in amounts and at the times necessary for such payments. The Payment Shares shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those pursuant to Chapter 13 of the Exchange Agent, in connection with the exchange of Shares for the Merger ConsiderationCGCL. Promptly after the Effective Time, Parent shall will send, or shall will cause the Exchange Agent to send, to each record Person who was a holder of shares of Company Common Stock Shares at the Effective TimeTime (a “Shareholder”), a letter of transmittal and instructions for use in such exchange (which shall be in customary form and 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 Book-Entry certificates representing Shares to the Exchange Agent) ). The Exchange Agent shall, pursuant to irrevocable instructions, make the payments of the Shareholder Consideration as provided in this Section 2.2 from the Exchange Fund which, unless otherwise provided elsewhere in this Agreement, shall not be used for use any purpose except payment of the Shareholder Consideration as provided in such exchangethis Agreement.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent a commercial bank or trust company that is reasonably acceptable satisfactory to the Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging for paying the Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares holders of Company Common Stock (and shall enter into an Exchange Agent Agreement with the "Book-Entry Shares")Exchange Agent. On and after At or prior to the Effective Time, Parent shall deposit, or cause the Surviving Corporation to depositbe deposited, with the Exchange Agent, for the benefit (from and after the Effective Time) of the holders of shares of Company Common Stock, for payment and exchange in accordance with this Section 1.03 through the Exchange Agent, (i) book-entry shares (which, to the extent subsequently requested, shall be exchanged for certificates) representing the total number of shares of Parent Common Stock issuable as Stock Consideration and (ii) cash sufficient shares to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "Payment Shares Fund") in amounts and at the times necessary for such paymentsCash Consideration. The Payment Shares In addition, Parent shall not deposit, or cause to be used for any other purpose. The Surviving Corporation shall pay all charges and expensesdeposited, including those of with the Exchange Agent, from time to time as needed, cash sufficient to make payments in connection lieu of fractional shares payable pursuant to Section 1.06(b) and to pay any dividends or other distributions payable pursuant to Section 1.03(f). All book-entry shares and cash deposited with the exchange of Shares for Exchange Agent pursuant to this Section 1.03(a) shall herewith be referred to as the Merger Consideration“Exchange Fund”. Promptly after the Effective TimeTime (and in any event within two Business Days following the Closing Date), Parent shall send, or shall cause the Exchange Agent to send, to each Person who was, immediately prior to the Effective Time, a holder of record holder of shares of Company Common Stock at entitled to receive payment of the Effective Time, Merger Consideration pursuant to Section 1.02(a) 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 Book-Entry Uncertificated Shares to the Exchange Agent) for use in such exchangepayment.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) the Certificates, or (ii) the book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock Shares (the "“Book-Entry Shares")”) or (iii) the In-the-Money Warrants. On and after the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, sufficient shares funds to pay the aggregate Merger Consideration that is payable in respect of all of (A) the shares of Company Common Stock Shares represented by the Certificates and the Book-Entry Shares and (B) the In-the-Money Warrants, less any amounts paid pursuant to Section 3.02(g) (the "“Payment Shares Fund"”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Shares Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares and In-the-Money Warrants for the Merger Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of 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 Certificates or transfer of the Book-Entry Shares to the Exchange Agent) for use in such exchange.Merger

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) certificates representing shares of Company Stock (the “Certificates, or ”) and (ii) book-entry shares which immediately prior to the Effective Time represented the uncertificated shares of Company Common Stock (the "Book-Entry “Uncertificated Shares"”). On and after At or prior to the Effective Time, Parent shall deposit, deposit with or cause the Surviving Corporation otherwise make available to deposit, with the Exchange Agent, sufficient shares to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "Payment Shares Fund") in amounts and at the times necessary for such payments. The Payment Shares shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares trust for the benefit of holders of shares of Company Stock, the Merger ConsiderationConsideration to be paid in respect of the Certificates and the Uncertificated Shares. Parent agrees to make available to the Exchange Agent from time to time as needed, any dividends or distributions to which such holder is entitled pursuant to Section 2.03(f) of this Agreement. Promptly after the Effective Time, and in any event no later than the 10th Business Day following the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each holder of record holder of shares of Company Common Stock at the Effective Time, Time a letter of transmittal and instructions reasonably acceptable to the Company (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 Book-Entry Uncertificated Shares to the Exchange AgentAgent and which shall otherwise be in customary form and shall include customary provisions with respect to delivery of an “agent’s message” regarding the book-entry transfer of Uncertificated Shares) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the "Exchange Agent") to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the "Book-Entry Shares"). On and after the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, sufficient shares funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock and Company Preferred Stock represented by the Certificates and the Book-Entry Shares (the "Payment Shares Fund") in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Shares Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares shares of Company Common Stock and Company Preferred Stock for the Merger Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock and Company Preferred 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 Certificates or transfer of the Book-Entry Shares to the Exchange Agent) for use in such exchange.specify

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent a nationally recognized financial institution reasonably acceptable to the Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging for the Per Share Merger Consideration for: (i) the Certificateseach share of Company Stock, other than any Excluded Share, represented by a certificate (a “Certificate” and each share of Company Stock represented by a Certificate, a “Certificated Share”) or (ii) book-entry shares each uncertificated share of Company Stock other than any Excluded Share (an “Uncertificated Share”). The Exchange Agent agreement pursuant to which immediately Parent shall appoint the Exchange Agent shall be in form and substance reasonably acceptable to the Company and Parent. At or prior to the Effective Time represented the shares of Company Common Stock (the "Book-Entry Shares"). On and after the Effective Time, Parent shall deposit, or cause the Surviving Corporation make available to deposit, with the Exchange Agent, sufficient shares to pay Agent the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "Payment Shares Fund") in amounts and at the times necessary for such payments. The Payment Shares shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares for the Aggregate Merger Consideration. Promptly after the Effective TimeTime (but not later than five Business Days thereafter), Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, Time (other than Excluded Shares) 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 Book-Entry Uncertificated Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent a commercial bank or trust company that is reasonably acceptable satisfactory to the Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging Certificates or Uncertificated Shares for the Merger Consideration for: (i) and shall enter into an exchange agent agreement with the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the "Book-Entry Shares")Exchange Agent. On and after At the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, cash in an amount sufficient shares to pay the aggregate Merger Consideration that is payable required to be paid in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry 15 Uncertificated Shares (the "Payment Shares Fund") in amounts and at the times necessary for such paymentspursuant to Section 3.2(a). The Payment Shares shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of All cash deposited with the Exchange Agent, in connection with Agent pursuant to this Section 3.3(a) shall hereinafter be referred to as the exchange of Shares for the Merger Consideration“Exchange Fund”. Promptly after the Effective TimeTime (and in any event within five (5) Business Days following the date of the Closing), Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time, 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 Certificates or transfer of the Book-Entry Uncertificated Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the "“Book-Entry Shares"”). On and after the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, sufficient shares funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "“Payment Shares Fund"”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Shares Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares shares of Company Common Stock for the Merger Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of 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 Certificates or transfer of the Book-Entry Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) certificates representing shares of Company Stock (the “Certificates, ”) or (ii) book-entry uncertificated shares which immediately of Company Stock (the “Uncertificated Shares”). On the Business Day prior to the Effective Time represented Closing, the shares of Company Common Stock shall deposit the Company Cash Deposit with the Exchange Agent (provided, that, if the "Book-Entry Shares"Closing does not occur on such next Business Day, Parent will return, or cause to be returned, such Company Cash Deposit to the Company on the second Business Day after such deposit). On The Company Cash Deposit shall be made solely out of cash on hand and shall be used solely for purposes of paying a portion of the Merger Consideration in accordance with this Article 2 and shall not be used to satisfy any other obligation of the Company or any of its Subsidiaries. Promptly after the Effective Time, Parent shall deposit, or cause the Surviving Corporation make available to deposit, with the Exchange Agent, Agent cash in an amount sufficient shares to pay the all remaining aggregate Merger Consideration that is payable to be paid in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Uncertificated Shares (the "Payment Shares Fund") in amounts and at the times necessary for such payments. The Payment Shares shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those excess of the Exchange Agent, in connection with the exchange of Shares for the Merger ConsiderationCompany Cash Deposit. Promptly As promptly as reasonably practicable after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, 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 Certificates or transfer of the Book-Entry Uncertificated Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the "Exchange Agent") to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) the Certificates, ; or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the "Book-Entry Shares"). On Promptly after the Effective Time and in any event within two (2) Business Days after the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, in a separate account for the benefit of the holders of Shares, sufficient shares funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "Payment Shares Fund") ). If for any reason the cash in amounts and at the times necessary for such paymentsPayment Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Payment Fund in an amount which is equal to the deficiency in the amount of cash required to make the aggregate cash payments required by Section 3.01(b). The Payment Shares Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares for the Merger Consideration. Promptly after the Effective Time and in any event within five (5) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, a letter of transmittal and instructions in customary form (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 Book-Entry Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as Mellon Investor Services LLC or such other exchange agent reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT") to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the Certificates representing shares of Company Common Stock and non-certificated shares represented by book entry ("BOOK-ENTRY SHARES") for the "Book-Entry Shares")Merger Consideration. On and after the Effective Time, Parent shall deposit, or cause the Surviving Corporation will make available to deposit, with the Exchange Agent, sufficient shares to pay as needed, the aggregate Merger Consideration that is payable to be delivered in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "Payment Shares Fund") in amounts and at the times necessary for such payments. The Payment Shares shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares for the Merger ConsiderationStock. Promptly after the Effective Time, Parent shall will send, or shall will cause the Exchange Agent to send, to each holder of record holder of shares of Company Common Stock at as of the Effective TimeTime (other than any holder which has previously and properly surrendered all of its Certificates(s) to the Exchange Agent in accordance with Section 1.5 (each, an "ELECTING STOCKHOLDER")), a letter of transmittal and instructions for use in such exchange (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 Book-Entry Shares to the Exchange Agent) in such form as the Company and Parent may reasonably agree, for use in such exchangeeffecting delivery of shares of Company Common Stock to the Exchange Agent. Exchange of any Book-Entry Shares shall be effected in accordance with Parent's customary procedures with respect to securities represented by book entry.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Capital Stock (the "“Book-Entry Shares"”). On and after the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, sufficient shares funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Capital Stock represented by the Certificates and the Book-Entry Shares (the "“Payment Shares Fund"”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Shares Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares shares of Company Capital Stock for the Merger Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Capital 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 Certificates or transfer of the Book-Entry Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the "“Book-Entry Shares"”). On and after the Effective Time, Parent Buyer shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, sufficient shares funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "“Payment Shares Fund"”) in amounts and at the times necessary for such payments. If for any reason the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock shall be entitled under Section 2.01(b), Buyer shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Buyer and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Shares Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares shares of Company Common Stock for the Merger Consideration. Promptly after the Effective Time, Parent Buyer shall send, or shall cause the Exchange Agent to send, to each record holder of 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 Certificates or transfer of the Book-Entry Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the "“Book-Entry Shares"”). On and after At the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, sufficient shares funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "“Payment Shares Fund"”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock shall be entitled under Section 2.1(b), Parent shall deposit or shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Shares Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares shares of Company Common Stock for the Merger Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of 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 Certificates or transfer of the Book-Entry Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent BNC or Bank shall appoint XXXXXXXX STOCK TRANSFERan agent, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent who shall be reasonably acceptable to the Company (the "Exchange Agent") Wilton to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) for the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented Certificates representing the shares of Company Wilton Common Stock (the "Book-Entry Shares"“Exchange Agent”). On and after the Effective Time, Parent BNC or Bank shall deposit, or cause the Surviving Corporation to deposit, deposit with the Exchange Agent, sufficient shares cash to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Wilton Common Stock represented by the Certificates and the Book-Entry Shares (the "“Payment Shares Fund"”) in amounts and at the times necessary for such payments. If for any reason the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 2.1(d), BNC and Bank shall take all steps necessary to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and BNC and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Shares Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares for the Merger Consideration. Promptly after the Effective Time, Parent BNC shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Wilton 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 Certificates or transfer of the Book-Entry Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) the Certificates, ; or (ii) book-entry shares which immediately prior to the Effective Time represented the Table of Contents shares of Company Common Stock (the "“Book-Entry Shares"”). On Promptly after the Effective Time and in any event within two (2) Business Days after the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, in a separate account for the benefit of the holders of Shares, sufficient shares funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "“Payment Shares Fund") ”). If for any reason the cash in amounts and at the times necessary for such paymentsPayment Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Payment Fund in an amount which is equal to the deficiency in the amount of cash required to make the aggregate cash payments required by Section 3.01(b). The Payment Shares Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares for the Merger Consideration. Promptly after the Effective Time and in any event within five (5) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, a letter of transmittal and instructions in customary form (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 Book-Entry Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior No later than two Business Days prior to the Effective Time, Parent FCI and Buyer shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the "“Exchange Agent") ”), and enter into an exchange agent agreement with the Exchange Agent, in form and substance reasonably acceptable to the Company and Buyer, to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the "“Book-Entry Shares"”). On and after At or prior to the Effective Time, Parent FCI or Buyer shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, sufficient shares funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "“Payment Shares Fund") in amounts and at the times necessary for such payments”). The Payment Shares Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares shares for the Merger Consideration. Promptly after the Effective Time (but in no event later than one Business Day after the Effective Time), Parent Buyer shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock entitled to Merger Consideration at the Effective Time, a letter of transmittal and instructions (which shall be in customary form and 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 to the Exchange Agent or, in the case of the Book-Entry Shares Shares, upon adherence to the Exchange Agentprocedures set forth in the letter of transmittal) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint XXXXXXXX STOCK TRANSFER, INC. with an address of 0000 Xxxxx 00xx Xxxxx, Xxxxxxxxxx, XX 00000 as exchange agent reasonably acceptable to the Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the "“Book-Entry Shares"”). On and after At or prior to the Effective TimeClosing, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, funds sufficient shares to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "“Payment Shares Fund"”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Shares Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares shares of Company Common Stock for the Merger Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of 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 Certificates or transfer of the Book-Entry Shares to the Exchange Agent) for use in such exchange.