Common use of Surrender of Shares; Stock Transfer Books Clause in Contracts

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Sub shall designate a bank or trust company (which shall be reasonably satisfactory to the Company) to act as agent for the holders of Shares in connection with the Merger (the “Paying Agent”) to receive the Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.1(a). When and as needed, Parent or the Surviving Corporation will make, or will cause to be made, available to the Paying Agent sufficient funds to make all payments pursuant to Section 2.4(b). Such funds may be invested by the Paying Agent as directed by Parent or Sub or, after the Effective Time, the Surviving Corporation, 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 Xxxxx’x Investors Service, Inc. or Standard & Poor’s Rating Services, respectively, or in deposit accounts, certificates of deposit, bank repurchase or reverse repurchase agreements or banker’s acceptances of, or Eurodollar time deposits purchased from, commercial banks with capital exceeding $250 million (based on the most recent financial statements of such bank which are then publicly available at the United States Securities and Exchange Commission (“SEC”) or otherwise). Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) As soon as practicable after the Effective Time (but in no event more than 10 business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (the “Certificates”), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent and the Surviving Corporation shall reasonably specify) and instructions for use in effecting the surrender of the Certificates for payment of the Merger Consideration therefor. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and such Certificate shall then be cancelled. Until so surrendered, each Certificate will represent, from and after the Effective Time, only the right to receive the Merger Consideration in cash as contemplated by this Article II. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. As used in this Agreement, “Person” means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group (as defined in the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)).

Surrender of Shares; Stock Transfer Books. (a) Prior 2.7.1 Each holder of a certificate or certificates representing any Shares canceled upon the Merger pursuant to Section 2.5.2, above, shall thereafter surrender such certificate or certificates to the Effective TimeExchange Agent, Sub as agent for such holder, to effect the surrender of such certificate or certificates on such holder's behalf; provided that, upon termination of the Exchange Agent's agency, AFC shall designate require the Exchange Agent to return to AFC any funds then held by the Exchange Agent pursuant to Section 2.7.1, above, and, thereafter, any holder of a bank certificate or trust company (certificates representing Shares canceled upon the Merger pursuant to Section 2.5.2, above, who has not yet surrendered such certificate or certificates as provided in this Agreement shall surrender such certificate or certificates to AFC, which shall be reasonably satisfactory to the Company) to act as agent responsible for the holders of Shares in connection with the Merger (the “Paying Agent”) to receive the Merger Consideration to which holders of Shares shall become entitled pursuant to payments contemplated by Section 2.1(a)2.5.2, above. When and as needed, Parent or the Surviving Corporation will make, or will cause to be made, available to the Paying Agent sufficient funds to make all payments pursuant to Section 2.4(b). Such funds may be invested by the Paying Agent as directed by Parent or Sub or, after the Effective Time, the Surviving Corporation, provided AFC agrees 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 Xxxxx’x Investors Service, Inc. or Standard & Poor’s Rating Services, respectively, or in deposit accounts, certificates of deposit, bank repurchase or reverse repurchase agreements or banker’s acceptances of, or Eurodollar time deposits purchased from, commercial banks with capital exceeding $250 million (based on the most recent financial statements of such bank which are then publicly available at the United States Securities and Exchange Commission (“SEC”) or otherwise). Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) As soon as practicable promptly after the Effective Time (but in no event more than 10 business days after the Effective Time), the Surviving Corporation it shall cause the Paying Agent to mail be distributed to each holders of record holder, of Shares as of the Effective Time, of an outstanding certificate or certificates which immediately prior Time appropriate materials to the Effective Time represented Shares (the “Certificates”), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in facilitate such form and have such other provisions not inconsistent with this Agreement as Parent and the Surviving Corporation shall reasonably specify) and instructions for use in effecting the surrender of the Certificates for payment of the Merger Consideration therefor. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and such Certificate shall then be cancelled. Until so surrendered, each Certificate will represent, from and after the Effective Time, only the right to receive the Merger Consideration in cash as contemplated by this Article II. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. surrender. 2.7.2 If payment of the Merger Consideration cash in respect of canceled Shares is to be made to a Person person other than the Person person in whose name the a surrendered Certificate certificate or instrument is registered, it shall be a condition of to such payment that the Certificate so surrendered certificate or instrument shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person person requesting such payment shall have paid any transfer and other taxes required by reason of the such payment of the Merger Consideration to in a Person name other than that of the registered holder of the Certificate certificate or instrument surrendered or shall have established to the satisfaction of AFC or the Surviving Corporation Exchange Agent that such tax either has been paid or is not applicable. As used in this Agreement, “Person” means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group (as defined in payable. 2.7.3 At the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunderEffective Time, the “stock transfer books of the Company with respect to the Shares shall be closed and there shall be no further registration of transfer of such Shares thereafter on the records of the Company. If, after the Effective Time, certificates for Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for cash as provided in Section 2.5.2, above. No interest shall accrue or be paid on any cash payable upon the surrender of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares. Notwithstanding the foregoing, neither the Exchange Act”))Agent nor any party hereto shall be liable to a holder of Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Surrender of Shares; Stock Transfer Books. (a) Prior to As of the Effective Time, Sub Purchaser shall designate deposit, or shall cause to be deposited, with a bank or trust company (which shall be reasonably satisfactory to the Company) designated by Parent or Purchaser to act as its paying agent (the "Paying Agent"), for the benefit of the holders of Shares shares of Company Common Stock, for payment in connection accordance with this Article II, through the Merger (the “Paying Agent”) , cash in an amount equal to receive the Merger Consideration to which holders Per Share Amount multiplied by the number of Shares shall become entitled (assuming the conversion of all issued and outstanding shares of Class B Common Stock and Class C Common Stock into shares of Class A Common Stock prior to the Effective Time) outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as the "Payment Fund"). The Paying Agent shall, pursuant to Section 2.1(a). When and as neededirrevocable instructions, Parent or deliver the Surviving Corporation will make, or will cause cash contemplated to be made, available to the Paying Agent sufficient funds to make all payments paid pursuant to Section 2.4(b)Sections 2.06(a) and 2.08 out of the Payment Fund. Such funds may The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or Sub or, after the Effective Time, the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A--1 A-1 or P--1 P-1 or better by Xxxxx’x Xxxxx'x Investors Service, Inc. or Standard & Poor’s 's Rating Services, respectively, or in deposit accounts, certificates of depositdeposit or banker's acceptances of, bank repurchase or reverse repurchase agreements or banker’s acceptances ofwith, or Eurodollar time deposits purchased from, commercial banks with capital exceeding capital, surplus and undivided profits aggregating in excess of $250 500 million (based on the most recent financial statements of such bank which are then publicly available at the United States Securities and Exchange Commission (“SEC”) SEC or otherwise). Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) As soon as practicable after the Effective Time (but in no event more than 10 business days Promptly after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail be mailed to each record holderperson who was, as of at the Effective Time, a holder of an outstanding certificate or certificates which immediately prior record of shares of Company Common Stock entitled to receive the Effective Time represented Shares (the “Certificates”), Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such shares of Company Common Stock (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent and the Surviving Corporation shall reasonably specify) and instructions for use in effecting the surrender of the Certificates for payment pursuant to such letter of the Merger Consideration therefortransmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Common Stock formerly represented evidenced by such Certificate, and such Certificate shall then be cancelled. Until so surrendered, each Certificate will represent, from and after the Effective Time, only the right to receive the Merger Consideration in cash as contemplated by this Article IIcanceled. No interest shall accrue or be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of any Certificate for the Certificatesbenefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registeredregistered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly endorsed or shall otherwise be otherwise in proper form for transfer and that the Person person requesting such payment shall have paid any all transfer and other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax taxes either has have been paid or is are not applicable. As used in this Agreement, “Person” means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group . (as defined in c) At any time following the Securities Exchange Act of 1934, as amended (together with sixth month after the rules and regulations promulgated thereunderEffective Time, the “Exchange Act”Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of shares of Company Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it)), and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by applicable law.

Surrender of Shares; Stock Transfer Books. (a) Prior to As of the Effective Time, Sub Purchaser shall designate deposit, or shall cause to be deposited, with a bank or trust company (which shall be reasonably satisfactory to the Company) designated by Parent or Purchaser to act as its paying agent (the "Paying Agent"), for the benefit of the holders of Shares shares of Company Common Stock, for payment in connection accordance with this Article II, through the Merger (the “Paying Agent”) , cash in an amount equal to receive the Merger Consideration to which holders Per Share Amount multiplied by the number of Shares shall become entitled (assuming the conversion of all issued and outstanding shares of Class B Common Stock and Class C Common Stock into shares of Class A Common Stock prior to the Effective Time) outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as the "Payment Fund"). The Paying Agent shall, pursuant to Section 2.1(a). When and as neededirrevocable instructions, Parent or deliver the Surviving Corporation will make, or will cause cash contemplated to be made, available to the Paying Agent sufficient funds to make all payments paid pursuant to Section 2.4(b)Sections 2.06(a) and 2.08 out of the Payment Fund. Such funds may The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or Sub or, after the Effective Time, the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A--1 A-1 or P--1 P-1 or better by Xxxxx’x Investors Moodx'x Xxxestors Service, Inc. or Standard & Poor’s 's Rating Services, respectively, or in deposit accounts, certificates of depositdeposit or banker's acceptances of, bank repurchase or reverse repurchase agreements or banker’s acceptances ofwith, or Eurodollar time deposits purchased from, commercial banks with capital exceeding capital, surplus and undivided profits aggregating in excess of $250 500 million (based on the most recent financial statements of such bank which are then publicly available at the United States Securities and Exchange Commission (“SEC”) SEC or otherwise). Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) As soon as practicable after the Effective Time (but in no event more than 10 business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent pursuant to mail to each record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (the “Certificates”), a such letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent and the Surviving Corporation shall reasonably specify) and instructions for use in effecting the surrender of the Certificates for payment of the Merger Consideration therefortransmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Common Stock formerly represented evidenced by such Certificate, and such Certificate shall then be cancelled. Until so surrendered, each Certificate will represent, from and after the Effective Time, only the right to receive the Merger Consideration in cash as contemplated by this Article IIcanceled. No interest shall accrue or be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of any Certificate for the Certificatesbenefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registeredregistered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly endorsed or shall otherwise be otherwise in proper form for transfer and that the Person person requesting such payment shall have paid any all transfer and other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax taxes either has have been paid or is are not applicable. As used in this Agreement, “Person” means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group . (as defined in c) At any time following the Securities Exchange Act of 1934, as amended (together with sixth month after the rules and regulations promulgated thereunderEffective Time, the “Exchange Act”Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of shares of Company Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it)), and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law.

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Sub Buyer shall designate a bank or trust company (which shall be reasonably satisfactory acceptable to the Company) Company to act as paying agent for the holders of Shares in connection with the Merger (the “Paying Agent”) for the holders of Shares (excluding Performance Shares, which shall be paid by the Surviving Corporation pursuant to Section 2.8(b) hereof) to receive the Merger Consideration Price Per Share to which holders of Shares shall become entitled pursuant to Section 2.1(a2.6(a). When and as neededAt the Closing, Parent or the Surviving Corporation will makeshall deposit, or will shall cause Buyer or its designee to be madedeposit, by wire transfer of immediately available funds, an amount equal to the portion of the Purchase Price payable in respect of all Shares other than the Performance Shares with the Paying Agent sufficient funds to make all payments pursuant to Section 2.4(b). Such funds (which amount, for the avoidance of doubt, may be invested by funded in part from the Paying Agent as directed by Parent or Sub orFinancing, after the Effective Time, the Surviving Corporation, 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 Xxxxx’x Investors Service, Inc. or Standard & Poor’s Rating Services, respectively, or in deposit accounts, certificates of deposit, bank repurchase or reverse repurchase agreements or banker’s acceptances of, or Eurodollar time deposits purchased from, commercial banks with capital exceeding $250 million (based on the most recent financial statements of such bank which are then publicly available at the United States Securities and Exchange Commission (“SEC”) or otherwiseif available). Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) As soon as practicable after At the Effective Time (but Closing, Parent shall deposit, or shall cause Buyer or its designee to deposit, by wire transfer of immediately available funds, an amount equal to the portion of the Purchase Price payable in no event more than 10 business days after respect of all Performance Shares with the Effective Time)Company. Subject to receipt from the holder of Performance Shares of an acknowledgment, in form and substance reasonably acceptable to Parent, of the conversion and exchange of the Performance Shares in the Merger, the Surviving Corporation shall cause pay any amount payable pursuant to Section 2.8(d) in respect of such Performance Shares through its payroll system (less applicable Taxes required to be withheld with respect to such payment). (c) Five business days prior to the Paying Agent Closing, the Company will provide a written report of its Chief Financial Officer or Chief Executive Officer, reasonably acceptable to mail to each record holderParent and Buyer, as setting forth their good faith best estimate of the Effective Timefollowing fees and expenses incurred after September 30, 2012 or expected to be incurred by the Company or on behalf of an outstanding certificate the Company by Coastal at or certificates which immediately prior to the Effective Time represented (regardless of whether such fees and expenses are, have been or would be actually paid or payable prior to or after the Effective Time) (collectively, the “Company Allocable Expenses”): (i) all fees and expenses of, and other amounts paid or payable by, the Company (whether paid or payable by the Company or Coastal) whether arising or incurred in connection with the Contemplated Transactions or any alternative transaction involving the Companies, or in the Ordinary Course of Business or otherwise (other than those expressly excluded below); (ii) any bonuses authorized by the board of directors of the Company prior to the date hereof (or after the date hereof but prior to the Closing with the approval of Buyer) and any change of control payments to be paid to employees, officers or directors of the Companies contingent upon (or triggered in whole or in part by) the occurrence of the Closing or the Effective Time, including phantom equity awards to be accelerated and paid in connection with the Merger; (iii) severance payments to which any officer of the Company becomes entitled, in whole or in part, upon consummation of the Contemplated Transactions; (iv) any payroll, social security, unemployment or other Taxes (excluding federal and state income taxes) to be paid by the Companies in connection with any of the foregoing; and (v) fees and charges of outside legal counsel (not directly related to Transaction Litigation) and other professional advisors (including Milestone and Bridgeforce), including fees and changes related to the preparation, filing and distribution of the Proxy Statement and related materials and the solicitation of proxies in connection therewith. The Company Allocable Expenses shall be determined on the basis of amounts actually incurred, paid or payable at the time of determination (and not on the basis of accrual accounting), such that accruals of noncash items shall be disregarded and certain cash items that would not normally be expensed shall be included to determine Company Allocable Expenses. The Company’s good faith estimate as of the date hereof of the Company Allocable Expenses is set forth on Section 2.8(c)(i) of the Company Disclosure Letter. In no event shall any of the following be deemed to be Company Allocable Expenses: (1) fees or expenses incurred by the Companies, Parent or Buyer in connection with the Financing or the Wxxxx Fargo Consent, (2) any premiums for director and officer insurance or the R&W Policy, (3) any costs (including, without limitation, legal fees and costs of investigation, settlement or judgment) arising from Transaction Litigation, (4) federal and state income Taxes, (5) New York Stock Exchange listing fees, or (6) professional fees and expenses for financial audit and tax services incurred in the Ordinary Course of Business (and not directly related to the Contemplated Transactions). In no event shall any expenses incurred by or on behalf of Parent or Buyer (rather than the Companies) be deemed to be Company Allocated Expenses. The Company shall provide such information related to the Company Allocable Expenses as reasonably requested by Parent and Buyer, including final detailed invoices if applicable. Promptly following the Closing the parties shall work in good faith to verify the Company Allocable Expenses. Parent may propose by written notice to the Company’s pre-closing chief financial officer any corrections of errors or omissions identified by Parent in the report on the Company Allocable Expenses delivered prior to the Closing. Within 10 business days following the Closing, Parent and an executive officer of the Company pre-Closing (for avoidance of doubt, not an officer of the Surviving Corporation) shall reasonably agree on the final amount of Company Allocable Expenses, and they shall prepare a certificate setting forth their mutual determination of the final Company Allocable Expenses, together with a calculation of the Company Expense Adjustment (if any), the Adjusted Purchase Price and the Price Per Share, and shall deliver such certificate to the Paying Agent (such certificate, the “Adjustment Certificate”). If the Company Expense Adjustment is positive (i.e., actual Company Allocable Expenses were greater than Targeted Company Net Expenses), (x) the Paying Agent shall pay (and the parties shall direct the Paying Agent to pay) from the funds representing the portion of the Purchase Price on deposit with the Paying Agent (prior to distribution of any portion of the Purchase Price to shareholders) to Parent an amount equal to the percentage of the positive Company Expense Adjustment allocable to the Shares other than the Performance Shares to an account designated by Parent, and (y) if requested by Parent, the Surviving Corporation shall pay from the funds representing the portion of the Purchase Price on deposit with the Surviving Corporation (prior to distribution of any portion of the Purchase Price to holders of Performance Shares) to Parent an amount equal to the percentage of the positive Company Expense Adjustment allocable to the Performance Shares to an account designated by Parent (and if not requested by Parent, the Surviving Corporation shall be entitled to retain such funds otherwise payable to Parent for working capital and other operational purposes). If the Company Expense Adjustment is negative (i.e., actual Company Allocable Expenses were less than Targeted Company Net Expenses), the Buyer or its designee shall pay to (A) the Paying Agent an amount equal to the percentage of the negative Company Expense Adjustment allocable to the Shares other than the Performance Shares and (B) the Surviving Corporation an amount equal to the percentage of the negative Company Expense Adjustment allocable to the Performance Shares, which amounts set forth in clauses (A) and (B) foregoing shall become part of the Adjusted Purchase Price available for distribution in respect of Shares. (d) As soon as reasonably practicable (and in any event within 5 business days) after the final resolution of the Adjusted Purchase Price, Parent shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares (other than Performance Shares) entitled to receive the “Certificates”), Price Per Share pursuant to Section 2.6(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent and the Surviving Corporation shall reasonably specify) and instructions for use in effecting the surrender of the Certificates for payment pursuant to such letter of the Merger Consideration therefortransmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive the Price Per Share in exchange therefor therefor, which such holder has the Merger Consideration for each Share formerly represented by such Certificateright to receive pursuant to the provisions of this Article 2, and such Certificate shall then be cancelledcanceled. Until so surrendered, each Certificate will represent, from and after the Effective Time, the Certificates shall be deemed for all purposes to evidence only the right to receive the Merger Consideration in cash as contemplated by this Article IIapplicable Price Per Share. No interest shall accrue or be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration amounts payable upon the surrender of any Certificate for the Certificatesbenefit of the holder of such Certificate. If payment delivery of the Merger Consideration Price Per Share is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registeredregistered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly endorsed or shall otherwise be otherwise in proper form for transfer and that the Person person requesting such payment transfer shall have paid any all transfer and other taxes required by reason of the payment delivery of the Merger Consideration Price Per Share to a Person person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of Parent that such taxes either have been paid or are not applicable. (e) At any time following the date that is six (6) months after the Effective Time, Parent or its designee shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar Legal Requirements) only as general creditors thereof with respect to any Purchase Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation, Parent, nor the Paying Agent shall be liable to any holder of a Share for any portion of the Purchase Price delivered in respect of such tax either has been paid Share to a public official pursuant to any abandoned property, escheat or is not applicable. As used other similar Legal Requirement. (f) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. (g) Notwithstanding anything to the contrary contained herein or in this Agreementany provision of the Organizational Documents of the Company or the Surviving Corporation, “Person” means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group (as defined in the Securities Exchange Act event that any Certificate shall have been lost, stolen or destroyed, upon the making of 1934an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, Parent will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate the Price Per Share into which the Shares are converted in the Merger in accordance with this Article 2. Parent may, in its discretion and as a condition precedent to the payment in respect of such Shares, require the owner of such lost, stolen or destroyed Certificate to give Parent a bond in such reasonable sum as it may direct as indemnity, or such other form of indemnity, as amended Parent shall reasonably direct, against any claim that may be made against Parent with respect to the Certificate alleged to have been lost, stolen or destroyed. (together h) Each of the Surviving Corporation, the Paying Agent, Buyer and Parent shall be entitled to deduct and withhold from the Purchase Price otherwise payable pursuant to this Agreement to any holder of Shares such taxes and other amounts as it is required to deduct and withhold with respect to the making of such payment under the IRC, and the rules and regulations promulgated thereunder, and pursuant to the “Exchange Act”))applicable provisions of state, local and foreign Tax laws. To the extent that amounts are so deducted, withheld and paid to the applicable taxing authority by the Surviving Corporation, the Paying Agent, Buyer or Parent, as the case may be, such deducted, withheld and paid amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, as the case may be, in respect of which such deduction, withholding and payment was made by the Surviving Corporation, the Paying Agent Buyer or Parent. From and after the Effective Time, holders of Certificates theretofore evidencing equity interests in the Company shall cease to have any rights as shareholders of the Company. All consideration paid or payable pursuant to this Article 2 upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares.

Surrender of Shares; Stock Transfer Books. (a) Prior to As of the Effective Time, Sub Purchaser shall designate deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with a bank or trust company designated by Parent or Purchaser (which shall be and reasonably satisfactory to the Company) to act as its paying agent (the "Paying Agent"), for the holders benefit of Shares the Holders, for payment in connection accordance with this Article II, through the Merger (the “Paying Agent”, cash in an amount equal to the sum of (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior to receive the Merger Consideration Effective Time plus (ii) the Per Preferred Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to which holders of Shares shall become entitled the Effective Time (such cash being hereinafter referred to as the "Payment Fund"). The Paying Agent shall, pursuant to Section 2.1(a). When and as neededirrevocable instructions, Parent or deliver the Surviving Corporation will make, or will cause cash contemplated to be made, available to the Paying Agent sufficient funds to make all payments paid pursuant to Section 2.4(b)this Article II out of the Payment Fund. Such funds may The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or Sub or, after the Effective Time, the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A--1 A-1 or P--1 P-1 or better by Xxxxx’x Moody's Investors Service, Inc. or Standard & Poor’s 's Rating ServicesServicex, respectivelyxxxxectively, or in deposit accounts, certificates of depositdeposit or banker's acceptances of, bank repurchase or reverse repurchase agreements or banker’s acceptances ofwith, or Eurodollar time deposits purchased from, commercial banks with capital exceeding capital, surplus and undivided profits aggregating in excess of $250 million 1 billion (based on the most recent financial statements of such bank which are then publicly available at the United States Securities and Exchange Commission (“SEC”) SEC or otherwise). Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or Parent, as Parent directs. (b) As soon as practicable after the Effective Time (but in no event more than 10 business days Promptly after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail be mailed to each record holderperson who was, as of at the Effective Time, a holder of an outstanding certificate or certificates which immediately prior record of Shares entitled to receive the Effective Time represented Shares (the “Certificates”), Merger Consideration pursuant to Sections 2.06(a) and 2.06(b) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent and the Surviving Corporation shall reasonably specify) and instructions for use in effecting the surrender of the Certificates for payment pursuant to such letter of the Merger Consideration therefortransmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented evidenced by such Certificate, and such Certificate shall then be cancelled. Until so surrendered, each Certificate will represent, from and after the Effective Time, only the right to receive the Merger Consideration in cash as contemplated by this Article IIcanceled. No interest shall accrue or be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of any Certificate for the Certificatesbenefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registeredregistered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly endorsed or shall otherwise be otherwise in proper form for transfer and that the Person person requesting such payment shall have paid any all transfer and other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax taxes either has have been paid or is are not applicable. As used in this Agreement, “Person” means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group . (as defined in c) At any time following the Securities Exchange Act first anniversary of 1934, as amended (together with the rules and regulations promulgated thereunderEffective Time, the “Exchange Act”Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to Holders (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it)), and thereafter such Holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the Holders outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law.