Common use of Surrender Procedures Clause in Contracts

Surrender Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose shares were converted pursuant to Section 2.2 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as the Buyer and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may by appointed by the Buyer, together with such letter of transmittal, duly executed, 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 the Certificate so surrendered shall forthwith be canceled. 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 requested in 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. Until surrendered as contemplated by this Section 4.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Section 4.2. The right of any holder of Shares to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligation.

Surrender Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Paying Agent Company shall mail cause to be mailed to each holder record holder, as of record of a certificate or certificates, which immediately prior to the Effective Time Time, of certificates representing outstanding shares of Seller Common Stock (“Seller Certificates”) or shares of Seller Common Stock represented outstanding by book-entry (“Seller Book-Entry Shares”) (other than such holders who properly made a Cash Election, Stock Election or Combination Election with respect to such Seller Certificates or Seller Book-Entry Shares (the "Certificates"in accordance with Section 1.7 and other than Dissenting Shares), whose shares were converted pursuant to Section 2.2 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Seller Certificates shall pass, only upon proper delivery of the Seller Certificates to the Paying Exchange Agent and shall be or, in such form and have such other provisions as the Buyer and case of Seller Book-Entry Shares, upon adherence to the Company may reasonably specifyprocedures set forth in the letter of transmittal) and (ii) instructions for use in effecting the surrender of the Seller Certificates or, in exchange the case of Seller Book-Entry Shares, the surrender of such shares for payment of the Merger ConsiderationConsideration therefor. Upon After the Effective Time, upon surrender in accordance with this Section 1.8(b) or in connection with a Form of Election delivered pursuant to Section 1.7(d), to the Exchange Agent of a Seller Certificate for cancellation to the Paying Agent or to such other agent or agents as may by appointed by the BuyerSeller Book-Entry Shares, together with such letter of transmittaltransmittal or a Form of Election pursuant to Section 1.7(d), duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Exchange Agent shall promptly deliver to the holder of such Seller Certificate shall be entitled to receive or Seller Book-Entry Shares in exchange therefor therefor, the Merger Consideration to be received by the holder thereof pursuant to this Agreement. The Exchange Agent shall accept such Seller Certificates or Seller Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of Seller or its transfer agent of shares of Seller Common Stock and, if Seller Certificates or Seller Book-Entry Shares are presented to Seller for each Share formerly represented by such Certificate and transfer, they shall be canceled against delivery of the Certificate so surrendered shall forthwith be canceledapplicable Merger Consideration. If payment of the any Merger Consideration is to be made to issued in a person name other than that in which the person in whose name the Seller Certificate surrendered Certificate for exchange is registered, it shall be a condition of payment such exchange that the Seller Certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed, or shall be otherwise in proper form for transfer transfer, and that the person requested in requesting such payment exchange shall have paid pay to Seller or its transfer agent any transfer and or other taxes required by reason of the payment issuance of the Merger Consideration to in a person name other than that of the registered holder of the Seller Certificate surrendered surrendered, or shall have established establish to the satisfaction of the Surviving Corporation Company that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 4.21.8(b), each Seller Certificate and each Seller Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Section 4.2. The right of any holder of Shares to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligation1.7.

Surrender Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose shares Shares were converted pursuant to Section 2.2 2.1(c) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as the Buyer Parent and the Company Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may by be appointed by the BuyerParent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive and shall be paid in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash 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 requested in 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 reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 4.22.2, each Certificate (other than Certificates for Parent Shares) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 4.22.2. The right of any holder of Shares shareholder to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligationSection 2.6.

Surrender Procedures. As soon as reasonably practicable Promptly after the Effective Time, Park shall cause the Paying Exchange Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares representing shares of Vision Bancshares Common Stock (the "Certificates"), whose shares were an “Old Certificate”) that was converted pursuant to Section 2.2 into 3.02, but that was not deposited with the right Exchange Agent pursuant to receive the Merger Consideration Section 3.02(d), both (i) a form of letter of transmittal (which shall specify the “Letter of Transmittal”) specifying that delivery shall will be effected, and risk of loss and title to the Old Certificates shall will pass, only upon proper delivery of the Old Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as the Buyer and the Company may reasonably specify) and (ii) instructions and procedures for use in effecting the surrender of the surrendering Old Certificates in exchange for payment of the Merger Considerationcertificates representing Park Common Shares (“New Certificates”). Upon proper surrender of a an Old Certificate for cancellation to the Paying Agent or to such other agent or agents as may by appointed by the BuyerExchange Agent, together with such letter Letter of transmittalTransmittal, duly executed, following the Effective Time, the holder of such Old Certificate shall be entitled to receive within five business days of such surrender in exchange therefor (A) a New Certificate representing that number of whole Park Common Shares that such holder has the right to receive pursuant to the provisions of this Article III, and/or (B) a check in an amount equal to the sum of the cash to be paid to such holder as part of the Merger Consideration for each Share formerly represented by Consideration, the cash to be paid in lieu of any fractional Park Common Shares to which such Certificate holder is entitled pursuant to Section 3.04 and/or the cash to be paid in respect of any dividends or distributions with respect to Park Common Shares to which such holder may be entitled pursuant to Section 3.06, after giving effect to any required tax withholdings, and the Old Certificate so surrendered shall forthwith be canceled. If payment In the event of a transfer of ownership of shares of Vision Bancshares Common Stock that is not registered in the transfer records of Vision Bancshares, a New Certificate representing the proper number of Park Common Shares may be issued, and/or the cash to be paid as part of the Merger Consideration is Consideration, in lieu of any fractional Park Common Shares and/or in respect of any dividends or distributions with respect to Park Common Shares may be made paid pursuant to Section 3.06, to a person other than transferee if the person in whose name the surrendered Old 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 requested in 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 presented to the satisfaction of the Surviving Corporation Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and by evidence that such tax either has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 4.23.05(c), each Old Certificate shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a New Certificate and/or a check in an amount equal to the sum of the cash to be paid as part of the Merger Consideration as contemplated by this Section 4.2. The right Consideration, the cash to be paid in lieu of any holder fractional Park Common Shares and/or the cash to be paid in respect of any dividends or distributions with respect to Park Common Shares to receive which the Merger Consideration shall holder may be subject entitled pursuant to and reduced by any applicable withholding obligationSection 3.06 hereof.

Surrender Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each person who was a record holder of record Company Common Stock immediately prior to the Effective Time, whose shares were converted pursuant to this Article II into the right to receive Merger Consideration, (i) a form of a certificate or certificates, letter of transmittal for use in effecting the surrender of stock certificates which immediately prior to the Effective Time represented outstanding Shares Company Common Stock (the "Certificates")each, whose shares were converted pursuant to Section 2.2 into the right a “Certificate”) in order to receive payment of the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon actual delivery of the Certificates to the Paying Agent Agent, and shall otherwise be in such form and have such other provisions as the Buyer and the Company may reasonably specifycustomary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to When the Paying Agent or to such other agent or agents as may by appointed by the Buyerreceives a Certificate, together with such a properly completed and executed letter of transmittal and any other required documents, the Paying Agent shall pay to the holder of the shares represented by the Certificate, or as otherwise directed in the letter of transmittal, duly executedthe Merger Consideration with regard to each share represented by such Certificate, less any required Tax withholdings in accordance with Section 2.7(c) below, and the holder of such Certificate shall be entitled to receive in exchange therefor cancelled. No interest shall be paid or accrued on the Merger Consideration for each Share formerly represented by such Certificate and payable upon the Certificate so surrendered shall forthwith be canceledsurrender of Certificates. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of to such payment that the (i) either such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that (ii) the person requested in Person requesting such payment shall have paid pay to the Paying Agent any transfer and or other taxes Taxes required by reason as a result of the such payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Paying Agent that such tax either has Taxes have been paid or is are not applicablepayable. Until surrendered as contemplated by this Section 4.2After the Effective Time, each a Certificate shall be deemed at any time after the Effective Time to represent represent, for all corporate purposes, only the right to receive the Merger Consideration as contemplated in respect of the shares represented by this Section 4.2. The right of such Certificate, without any holder of Shares to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligationinterest thereon.

Surrender Procedures. (i) As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days thereafter, Parent shall instruct The Bank of New York (the Paying Agent shall “Bank”) to mail to each holder Company Stockholder as of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose shares were converted pursuant to Section 2.2 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to in substantially the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions attached as the Buyer and the Company may reasonably specify) Exhibit G hereto and (ii) instructions for use in effecting the surrender of certificate(s) representing all of the Certificates shares of Company Stock held by such Company Stockholder in exchange for the Merger Consideration. The payment of the Merger ConsiderationConsideration with respect to each such certificate is conditioned upon (A) the execution and delivery of such transmittal letter and (B) the delivery of such certificates related thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents As soon as may by appointed practicable after receipt by the BuyerBank of such certificate(s), properly endorsed or otherwise in proper form for transfer, for cancellation, together with such duly executed letter of transmittal, duly executedthe Bank shall, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, pay to such Company Stockholder the Merger Consideration for each Share payable in respect of the shares of Company Stock formerly represented by such Certificate the certificate(s) surrendered, but without interest, and the Certificate certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the applicable Merger Consideration is to be made to a person other than the person Person in whose name the surrendered Certificate is certificate(s) are 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 requested in Person requesting such payment (i) shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration those amounts to a person Person other than the registered holder of the Certificate surrendered or certificate(s) surrendered, and shall have established to the satisfaction of the Surviving Corporation Parent that such tax either Tax has been paid paid, or (ii) shall have established to the satisfaction of Parent that such Tax is not applicable. Until From and after the Effective Time, until surrendered as contemplated by this Section 4.22.5(a), each Certificate certificate formerly representing shares of Company Stock shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration applicable consideration as contemplated by this provided pursuant to Section 4.2. The right 2.2(a) hereof, if any, in respect of any holder such shares of Shares to receive Company Stock formerly represented thereby in accordance with the Merger Consideration shall be subject to terms hereof and reduced by any applicable withholding obligationin the manner provided herein.

Surrender Procedures. As soon as reasonably practicable Within three (3) business days after the Effective Time, Park shall cause the Paying Exchange Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding representing Axxxxxxx Shares (the "Certificates"), whose shares were an “Old Certificate”) that was converted pursuant to Section 2.2 into 2.01, but that was not deposited with the right Exchange Agent pursuant to receive the Merger Consideration Section 2.01(c)(v), both (i) a form of letter of transmittal (which shall specify the “Letter of Transmittal”) specifying that delivery shall will be effected, and risk of loss and title to the Old Certificates shall will pass, only upon proper delivery of the Old Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as the Buyer and the Company may reasonably specify) and (ii) instructions and procedures for use in effecting the surrender of the surrendering Old Certificates in exchange for payment of the Merger Considerationcertificates representing Park Shares (“New Certificates”). Upon surrender of a an Old Certificate for cancellation to the Paying Agent or to such other agent or agents as may by appointed by the BuyerExchange Agent, together with such letter Letter of transmittalTransmittal, duly executed, following the Effective Time, the holder of such Old Certificate shall be entitled to receive within five (5) business days of such surrender in exchange therefor (A) a New Certificate representing that number of whole Park Shares that such holder has the right to receive pursuant to the provisions of this Article Two, and/or (B) a check in an amount equal to the sum of the cash to be paid to such holder as part of the Merger Consideration for each Share formerly represented by Consideration, the cash to be paid in lieu of any fractional Park Shares to which such Certificate holder is entitled pursuant to Section 2.03 and/or the cash to be paid in respect of any dividends or distributions to which such holder may be entitled pursuant to Section 2.04(e), after giving effect to any required tax withholdings, and the Old Certificate so surrendered shall forthwith be canceled. If payment In the event of a transfer of ownership of Axxxxxxx Shares that is not registered in the transfer records of Axxxxxxx, a New Certificate representing the proper number of Park Shares may be issued, and/or the cash to be paid as part of the Merger Consideration is to Consideration, in lieu of any fractional Park Shares and/or in respect of any dividends or distributions may be made paid, to a person other than transferee if the person in whose name the surrendered Old 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 requested in 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 presented to the satisfaction of the Surviving Corporation Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and by evidence that such tax either has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 4.22.04(c), each Old Certificate shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a New Certificate and/or a check in an amount equal to the sum of the cash to be paid as part of the Merger Consideration as contemplated by this Section 4.2. The right Consideration, the cash to be paid in lieu of any fractional Park Shares and/or the cash to be paid in respect of any dividends or distributions to which the holder of Shares may be entitled pursuant to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligationSection 2.04(e) hereof.

Surrender Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose shares Shares were converted pursuant to Section 2.2 2.1(c) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as the Buyer Parent and the Company Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may by be appointed by the BuyerParent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive and shall be paid in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash 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 requested in 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 reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 4.22.2, each Certificate (other than Certificates for Parent Shares) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 4.22.2. The right of any holder of Shares stockholder to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligationSection 2.6.

Surrender Procedures. As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days thereafter, Parent shall instruct the Paying Agent shall to mail to each holder of record of a certificate or certificates, which certificates that immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "“Certificates"”), whose shares were converted pursuant to Section 2.2 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall be in a customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only pass upon proper delivery of the Certificates Certificates, together with such letter(s) of transmittal properly completed and duly executed, to the Paying Agent and shall be in such form and have such other provisions as the Buyer and the Company may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates Certificate(s) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this SECTION 4. The payment of the Merger ConsiderationConsideration with respect to each such Certificate is conditioned upon (A) the execution and delivery of such transmittal letter and (B) the delivery of such Certificates related thereto. Upon surrender of a Certificate for cancellation to As soon as practicable after receipt by the Paying Agent of such Certificate(s), properly endorsed or to such other agent or agents as may by appointed by the Buyerotherwise in proper form for transfer and cancellation, together with such duly executed letter of transmittal, duly executedthe Paying Agent shall, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, pay to such holder the Merger Consideration for each Share payable in respect of the shares of Company Common Stock formerly represented by such Certificate the Certificate(s) surrendered, but without interest, and the Certificate Certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the Merger Consideration is to be made to a person person, firm, entity, partnership, association or any business organization or division thereof (each a “Person”) other than the person Person in whose name the surrendered Certificate is Certificate(s) are 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 requested in Person requesting such payment (i) shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration those amounts to a person Person other than the registered holder of the Certificate surrendered or Certificate(s) surrendered, and shall have established to the satisfaction of the Surviving Corporation that such tax either Tax has been paid paid, or (ii) shall have established to the satisfaction of the Surviving Corporation that such Tax is not applicable. Until From and after the Effective Time, until surrendered as contemplated by this Section 4.24.4(c), each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this provided pursuant to Section 4.2. The right 4.1(a)(i) hereof, if any, in respect of any holder such shares of Shares to receive Company Common Stock formerly represented thereby in accordance with the Merger Consideration shall be subject to terms hereof and reduced by any applicable withholding obligationin the manner provided herein.

Surrender Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime but in no event more than ten business days thereafter, Purchaser shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose shares Shares were converted pursuant to Section 2.2 2.1(b) hereof into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon 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 the Buyer Purchaser and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsider- ation. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may by be appointed by the BuyerPurchaser, together with such letter of transmittal, duly executed, 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 the Certificate so surrendered shall forthwith be canceledcancelled. 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 requested in 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. Until surrendered as contemplated by this Section 4.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Section 4.2. The right of any holder of Shares to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligation.Certificate

Surrender Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "CertificatesCERTIFICATES"), whose shares Shares were converted pursuant to Section 2.2 2.1(c) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as the Buyer Parent and the Company Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may by be appointed by the BuyerParent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive and shall be paid in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash 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 requested in 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 reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 4.22.2, each Certificate (other than Certificates for Parent Shares) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 4.22.2. The right of any holder of Shares stockholder to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligationSection 2.6.

Surrender Procedures. As soon as reasonably practicable after following the Effective Time, Parent shall instruct the Paying Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates, certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), shares of Company Common Stock whose shares were converted pursuant to Section 2.2 into the right to receive the cash constituting the Merger Consideration pursuant to Section 2.1(a): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as the Buyer and the Company Parent may reasonably specify) and (ii) customary instructions for use in effecting the surrender of the Certificates in exchange for payment of cash constituting the Merger Consideration. Upon surrender of a Certificate Certificates for cancellation to the Paying Agent or to such other agent or agents as may by be appointed by the BuyerParent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Paying Agent, the holder of record of such Certificate Certificates shall be entitled to receive in exchange therefor the cash constituting the Merger Consideration for each Share formerly represented by such Certificate Consideration, and the Certificate Certificates so surrendered shall forthwith be canceled. If payment Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership 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 into which such shares of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requested in such payment Company Common Stock 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. Until surrendered as contemplated by this Section 4.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Section 4.2. The right of any holder of Shares to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligationso converted.

Surrender Procedures. As soon as reasonably practicable after At or promptly following the Effective Time, the Paying Agent Agent, at the direction of the Parent and the Interest Holder Representative, shall mail cause to be mailed to each holder record holder, as of record the Effective Time, of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Company Stock (the "“Certificates"”), whose shares were converted pursuant to Section 2.2 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such including an appropriate IRS form and have such other provisions as the Buyer and the Company may reasonably specifyW-9 or W-4) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration (in the form attached as Exhibit 1 to the Company Disclosure Letter, the “Transmittal Instructions”). Upon (x) surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may by appointed by the Buyer, Company together with such letter Transmittal Instructions and (y) delivery of transmittalan executed counterpart of the Interest Holders Representative Agreement, in each case properly completed and duly executed, the holder of such Certificate shall be entitled to receive the amounts set forth in exchange therefor Section 2.07(a). No interest shall be paid or accrued on the cash payable upon the surrender of a Certificate. In the event of a transfer of ownership of shares of Company Stock which is not registered in the transfer records of the Company, the Merger Consideration for each Share formerly represented by payable in respect of such Certificate and shares may be issued to a transferee if the Certificate so surrendered shall forthwith be canceled. If payment representing such shares of Company Stock is presented to the Merger Consideration is Company, accompanied by all documents required 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 evidence and effect such transfer and by evidence that the person requested in such payment shall any applicable stock transfer Taxes 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 applicablepaid. Until surrendered as contemplated by this Section 4.22.09(a), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration right to receive the amounts in Section 2.07(a) or the right to demand to be paid the “fair value” of the shares represented thereby as contemplated by this Section 4.2. The right of any holder of Shares to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligation2.10.

Surrender Procedures. As used herein, the term “Certificate” means a stock certificate, option agreement, or warrant agreement which immediately prior to the Effective Time represented outstanding TEAMM Capital Stock, TEAMM Options, or TEAMM Warrants. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose shares were Certificate that was converted pursuant to Section 2.2 into the right to receive the Merger Consideration 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as the Buyer Accentia and the Company TEAMM may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationAccentia Series D Convertible Preferred Stock, the Accentia Options, or the Accentia Warrants to be received pursuant to Section 2.1. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may by appointed by the BuyerExchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate holder’s pro rata share of the Accentia Series D Convertible Preferred Stock, the Accentia Options, or the Accentia Warrants to be received pursuant to Section 2.1, and the Certificate so surrendered shall forthwith be canceled. If payment issuance or delivery of the Merger Consideration Accentia Series D Convertible Preferred Stock, the Accentia Options, or the Accentia Warrants to be received pursuant to Section 2.1 is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment issuance or delivery that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requested in Person requesting such payment issuance or delivery shall have paid any transfer and other taxes required by reason of the payment issuance or delivery of the Merger Consideration Accentia Series D Convertible Preferred Stock, the Accentia Options, or the Accentia Warrants to be received pursuant to Section 2.1 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 either has been paid or is not applicable. Until surrendered as contemplated by this Section 4.22.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration Accentia Series D Convertible Preferred Stock, the Accentia Options, or the Accentia Warrants as contemplated by this Section 4.2. The right of any holder of Shares to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligation2.2.

Surrender Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Paying Agent Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates, which immediately prior to certificates (the “Certificates”) that represented as of the Effective Time represented outstanding Shares (the "Certificates"), whose shares were converted of Company Common Stock to be surrendered pursuant to Section 2.2 into the right 1.7, and to each holder of a Stock Option or uncertificated shares entitled to receive a portion of the Merger Consideration (i) pursuant to Section 1.8, 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 delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as the Buyer and the Company Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and/or receiving Merger Consideration relating to a Stock Option or other rights under Section 1.8, in exchange for payment of cash in the amount equal to the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may by appointed by the Buyer(excluding options and uncertificated shares referenced in Section 1.8), together with such letter of transmittal, duly executedcompleted 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 and the holder of a Stock Option or uncertificated shares entitled to receive a portion of the Merger Consideration pursuant to Section 1.8, shall be entitled to receive in exchange therefor payment which such holder has the Merger Consideration for each Share formerly represented by such Certificate right to receive pursuant to Sections 1.7 and/or 1.8, after giving effect to any required Tax (as defined herein) withholdings, and the Certificate Certificate, if any, so surrendered shall forthwith be canceled. If payment At any time following six (6) months after the Effective Time, all or any portion of the cash deposited with or made available to the Paying Agent pursuant to Section 1.10(b), which remains undistributed to the holders of the Certificates representing shares of Company Common Stock and/or the holders of Stock Options or uncertificated shares entitled to receive a portion of the Merger Consideration is pursuant to be made to a person other than the person in whose name the surrendered Certificate is registeredSection 1.8, it shall be delivered to Parent upon demand, and thereafter such holders of unexchanged shares of Company Common Stock and/or the holders of Stock Options or uncertificated shares entitled to receive 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 requested in such payment shall have paid any transfer and other taxes required by reason of the payment portion of the Merger Consideration pursuant to a person Section 1.8 shall be entitled to look only to Parent (subject to abandoned property, escheat or other than similar laws) with respect to payment of Merger Consideration prior to the registered holder expiration 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. Until surrendered as contemplated by this two-year period set forth in Section 4.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Section 4.2. The right of any holder of Shares to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligation1.10(g).

Surrender Procedures. As used herein, the term “Certificate” means a stock certificate which immediately prior to the Effective Time represented outstanding Analytica Capital Stock. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Certificate formerly representing shares of Analytica Capital Stock that were converted pursuant to Section 2.2 2.1 into the right to receive the Merger Consideration Consideration: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as the Buyer Accentia and the Company Analytica may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may by appointed by the BuyerExchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Analytica Capital Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. If payment issuance or delivery of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment issuance or delivery that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requested in Person requesting such payment issuance or delivery shall have paid any transfer and other taxes required by reason of the payment issuance or delivery 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 either has been paid or is not applicable. Until surrendered as contemplated by this Section 4.22.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Section 4.2. The right of any holder of Shares to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligation2.2.

Surrender Procedures. As soon as reasonably practicable after the Effective Time, Acquiror will instruct the Paying Agent shall to mail to each holder of record of a certificate or certificates, certificates which immediately prior to the Effective Time represented evidenced outstanding Shares (other than shares canceled in accordance with Section 2.06 (a)(iii) and other than Dissenting Shares) (each a "Certificate" and collectively, the "Certificates"), whose shares were converted pursuant to Section 2.2 into the right to receive the Merger Consideration ) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such a form and have such other provisions as the Buyer and the Company Acquiror may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may by appointed by the Buyer, together with such letter of transmittal, duly executed, and such other customary 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 which such holder has the right to receive in respect of the Shares formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. If payment Subject to Section 2.07(f), under no circumstances will any holder of a Certificate be entitled to receive any part of the Merger Consideration is to be made to a person other than into which Shares were converted in 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 requested in Merger until such payment holder shall have paid any surrendered such Certificate. In the event of a transfer and other taxes required by reason of ownership of Shares which is not registered in the payment transfer records of Target, the Merger Consideration into which such shares of Target Common Stock were converted in the Merger may be paid or issued in accordance with this Article II to a person other than the registered holder of transferee if the Certificate surrendered or shall have established evidencing such shares of Target Common Stock is presented to the satisfaction of the Surviving Corporation Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that such tax either has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 4.22.07, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 4.2. The Consideration, which the holder has the right of any holder of Shares to receive in respect of the Merger Consideration shall Target Common Stock formerly represented by such Certificate. No interest will be subject paid or will accrue on any cash payable to and reduced by any applicable withholding obligationholders of Certificates pursuant to the provisions of this Article II.

Surrender Procedures. As soon as reasonably practicable after At the Effective Time, Parent shall instruct the Paying Agent shall to mail to each holder Non-Dissenting Stockholder as of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose shares were converted pursuant to Section 2.2 into the right to receive the Merger Consideration (iA) 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 delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as the Buyer and the Company may reasonably specify) and (iiB) instructions for use in effecting the surrender of certificate(s) representing all of the Certificates shares of Company Stock held by such Non-Dissenting Stockholder in exchange for such Non-Dissenting Stockholder’s portion of the Initial Merger Consideration and the right to receive future payment of such Non-Dissenting Stockholder’s portion of any released Escrow Funds and Total Merger Earn-Out Consideration. The payment of a Non-Dissenting Stockholder’s portion of the Initial Merger Consideration, Escrow Funds and Total Merger Earn-Out Consideration with respect to each such certificate is conditioned upon (1) the execution and delivery of such transmittal letter and (2) the delivery of such certificates related thereto (or an affidavit of loss with respect to such certificates). Upon surrender of a Certificate for cancellation to As soon as practicable after receipt by the Paying Agent of such certificate(s), properly endorsed or to such other agent otherwise in proper form for transfer, for cancellation (or agents affidavit, as may by appointed by the Buyerapplicable), together with such duly executed letter of transmittal, duly executedthe Paying Agent shall, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, pay to such Non-Dissenting Stockholder cash in the amount of the portion of the Initial Merger Consideration for each Share payable in respect of the shares of Company Stock formerly represented by such Certificate the certificate(s) surrendered, but without interest, and the Certificate certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the Initial Merger Consideration is to be made to a person person, firm, entity, partnership, association or any business organization or division thereof (each a “Person”) other than the person Person in whose name the surrendered Certificate is certificate(s) are 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 requested in Person requesting such payment (A) shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration those amounts to a person Person other than the registered holder of the Certificate surrendered certificate(s) surrendered, and shall have established to the satisfaction of Parent that such Tax has been paid, or (B) shall have established to the satisfaction of the Surviving Corporation Parent that such tax either has been paid or Tax is not applicable. Until From and after the Effective Time, until surrendered as contemplated by this Section 4.22.8(b), each Certificate certificate formerly representing shares of Company Stock shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the portion of the Total Merger Consideration as contemplated by this provided pursuant to Section 4.2. The right 2.2(a) hereof, if any, in respect of any holder such shares of Shares to receive Company Stock formerly represented thereby in accordance with the Merger Consideration shall be subject to terms hereof and reduced by any applicable withholding obligationin the manner provided herein.

Surrender Procedures. As soon as reasonably practicable after On or prior to the Effective Time, the Paying Agent Company shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares Company Stockholder (the "Certificates"), whose shares were converted pursuant to Section 2.2 into the right to receive the Merger Consideration (iA) a letter of transmittal (in the form previously agreed upon by Parent and the Company, which shall specify that delivery shall be effectedcontain all covenants, conditions and risk of loss and title restrictions made applicable to the Certificates shall pass, only upon delivery shares of Parent Common Stock to be issued under this Agreement or any of the Certificates to the Paying Agent exhibits hereto (including those contained in Sections 14 and shall be in such form and have such other provisions as the Buyer 15 of this Agreement) and the Company may reasonably specify) Stockholder recipient's receipt of such shares under this Agreement or any of the exhibits hereto ("Letter of Transmittal"), which shall include, among other things, the agreement of the surrendering Company Stockholders to the appointment of the Representative, the indemnification of the Representative and a release of claims as set forth in Section 16 of this Agreement and (iiB) instructions for use in effecting the surrender of certificate(s) representing all of the Certificates shares of Company Stock held by such Company Stockholder in exchange for the Closing Consideration and the right to receive future payment of any Escrow Consideration and Representative Fund Consideration. The payment of the Merger ConsiderationClosing Consideration and future Escrow Consideration and Representative Fund Consideration with respect to each such certificate is conditioned upon (1) the execution and delivery of the Letter of Transmittal, (2) a representation by the Company Stockholder that such Company Stockholder owns all right, title and interest to all shares of Company Stock registered in the name of such Company Stockholder and (3) the delivery of such certificates related thereto (or an affidavit of loss with respect to such certificates). Upon surrender As soon as practicable after receipt by the Exchange Agent of a Certificate such certificate(s), properly endorsed or otherwise in proper form for transfer, for cancellation to the Paying Agent (or to such other agent or agents affidavit, as may by appointed by the Buyerapplicable), together with such letter duly executed Letter of transmittal, duly executedTransmittal, the holder of such Certificate shall be entitled to receive Exchange Agent shall, in exchange therefor therefor, pay to such Company Stockholder the Merger Closing Consideration for each Share payable in respect of the shares of Company Stock formerly represented by such Certificate the certificate(s) surrendered, but without any interest earned thereon, and the Certificate certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the Merger applicable Closing Consideration is to be made to a person person, firm, entity, partnership, association or any business organization or division thereof (each a "Person") other than the person Person in whose name the surrendered Certificate is certificate(s) are 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 requested in Person requesting such payment (A) shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration those amounts to a person Person other than the registered holder of the Certificate surrendered certificate(s) surrendered, and shall have established to the reasonable satisfaction of Parent that such Taxes have been paid, or (B) shall have established to the satisfaction of the Surviving Corporation Parent that no such tax either has been paid or Tax is not applicable. Until From and after the Effective Time, until surrendered as contemplated by this Section 4.22.8(b), each Certificate certificate formerly representing shares of Company Stock (other than any Dissenting Shares) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger portion of the Closing Consideration, Escrow Consideration and Representative Fund Consideration as contemplated by this provided pursuant to Section 4.22.1(a) hereof, if any, in respect of such shares of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided herein. The right In connection with the surrender of any holder the certificates representing shares of Shares Company stock each Company Stockholder will be required to receive acknowledge that all the Merger Consideration shall shares of Parent Common Stock issued in exchange therefor will be subject to and reduced by any applicable withholding obligationthe Transfer Restrictions.

Surrender Procedures. As soon as reasonably practicable after the Effective TimeTime but in no event more than three business days thereafter, Purchaser shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose shares Shares were converted pursuant to Section 2.2 2.1 hereof into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon 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 the Buyer Purchaser and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may by be appointed by the BuyerPurchaser, together with such letter of transmittal, duly executed, 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 the Certificate so surrendered shall forthwith be canceledcancelled. 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 requested in 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. Until surrendered as contemplated by this Section 4.22.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 4.2. The right of any holder of Shares to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligation2.2.