Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) Promptly following execution of this Agreement, Buyer shall appoint Xxxxxx Bank & Trust Company (or such other qualified party reasonably acceptable to the Company) (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Per Share Amount, and the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company. On or prior to the Effective time, Buyer shall deposit, or shall cause to be deposited, with or for the account of the Exchange Agent, for the benefit of the holders of Shares of Common Stock, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent).

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

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Parent shall appoint Xxxxxx Bank & Trust Company (or such other qualified party an exchange agent reasonably acceptable to the Company) Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging certificates representing Shares for the Per Share AmountMerger Consideration for: (i) the Certificates, and the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company. On or (ii) book-entry shares that immediately prior to the Effective timeTime represented the shares of Company Common Stock (the “Book-Entry Shares”). On and after the Effective Time, Buyer Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with the Exchange Agent, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the account payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the benefit of the holders of Shares of Common Stock, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, Buyer will Parent shall send, or will shall cause the Exchange Agent to send, to each record holder of Shares shares of Company Common Stock at the Effective Time Time, a letter of transmittal for use in such exchange and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Certificates or transfer of the Book-Entry Shares to the Exchange Agent)) for use in such exchange.

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Parent shall appoint Xxxxxx Bank & Trust Company (or such other qualified party an agent reasonably acceptable to the Company) Company (the "“Exchange Agent"”) for the purpose of exchanging for the Merger Consideration (i) certificates representing Shares for shares of Company Stock (the Per Share Amount, “Certificates”) and (ii) uncertificated shares of Company Stock (the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company“Uncertificated Shares”). On At or prior to the Effective timeTime, Buyer Parent shall deposit, or shall cause to be deposited, deposit with or for the account of otherwise make available to the Exchange Agent, in trust for the benefit of the holders of Shares shares of Common Company Stock, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made availablepaid in respect of the Certificates and the Uncertificated Shares. Parent agrees to make available to the Exchange Agent from time to time as needed, Buyer shall assume that no any dividends or distributions to which such holder is entitled pursuant to Section 2.03(f) of Shares will perfect his right to appraisal of his Sharesthis Agreement. Promptly after the Effective Time, Buyer will and in any event no later than the 10th Business Day following the Effective Time, Parent shall send, or will shall cause the Exchange Agent to send, to each holder of Shares record of shares of Company Stock at the Effective Time a letter of transmittal for use in such exchange and instructions reasonably acceptable to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Certificates or transfer of the Uncertificated Shares to the Exchange Agent)Agent and which shall otherwise be in customary form and shall include customary provisions with respect to delivery of an “agent’s message” regarding the book-entry transfer of Uncertificated Shares) for use in such exchange.

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Acquirer shall appoint Xxxxxx Bank & Trust Company (or such other qualified party an exchange agent reasonably acceptable to the Company) Target (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging certificates representing Shares for the Per Share AmountMerger Consideration for: (i) the Certificates, and the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company. On or (ii) book-entry shares which immediately prior to the Effective timeTime represented the shares of Target Common Stock (the “Book-Entry Shares”). On and after the Effective Time, Buyer Acquirer shall depositdeposit with the Exchange Agent, or sufficient shares of Acquirer Common Stock to pay the aggregate Per Share Merger Consideration that is payable in respect of all of the shares of Target Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall cause be entitled under Section 2.01(b), Acquirer shall take all steps necessary to promptly to deposit in trust additional shares of Acquirer Common Stock with the Exchange Agent sufficient to make all payments required under this Agreement, and Acquirer and the Surviving Corporation shall in any event be deposited, with or liable for the account payment thereof. The Payment Fund shall not be used for any other purpose. The Acquirer shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Target Common Stock for the benefit of the holders of Shares of Common Stock, cash in an amount equal to the Per Share Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, Buyer will Acquirer shall send, or will shall cause the Exchange Agent to send, to each record holder of Shares shares of Target Common Stock at the Effective Time Time, a letter of transmittal for use in such exchange and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Certificates or transfer of the Book-Entry Shares to the Exchange Agent)) for use in such exchange.

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Parent shall appoint Xxxxxx Bank & Trust Company (or such other qualified party a nationally recognized financial institution reasonably acceptable to the Company) Company (the "“Exchange Agent"”) for the purpose of exchanging certificates representing Shares for the Per Share AmountMerger Consideration (i) each share of Company Stock, other than any Excluded Share, represented by a certificate (a “Certificate” and the each share of Company Stock represented by a Certificate, a “Certificated Share”) or (ii) each uncertificated share of Company Stock other than any Excluded Share (an “Uncertificated Share”). The Exchange Agent agreement pursuant to which Parent shall provide Buyer and appoint the Exchange Agent with a complete shall be in form and accurate list of names substance reasonably acceptable to the Company and addresses for the stockholders of record of the CompanyParent. On At or prior to the Effective timeTime, Buyer Parent shall deposit, or shall cause make available to be deposited, with or for the account of the Exchange Agent, for the benefit of the holders of Shares of Common Stock, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Aggregate Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his SharesConsideration. Promptly after the Effective TimeTime (but not later than five Business Days thereafter), Buyer will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of Shares shares of Company Stock at the Effective Time (other than Excluded Shares) a letter of transmittal for use in such exchange and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Certificates or transfer of the Uncertificated Shares to the Exchange Agent)) for use in such exchange.

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Parent, with the Company’s prior approval (which shall not be unreasonably withheld or delayed), shall appoint Xxxxxx Bank & Trust Company (or such other qualified party reasonably acceptable to the Company) an agent (the "“Exchange Agent"”) for the purpose of exchanging certificates representing Shares for the Per Share Amount, and the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company. On or Merger Consideration (i) certificates that immediately prior to the Effective timeTime represented shares of Company Stock (the “Certificates”), Buyer and (ii) uncertificated shares of Company Stock (the “Uncertificated Shares”). Concurrently with the Effective Time, Parent shall deposit, or shall cause to be depositeddeposited with, with or for the account of the Exchange Agent, Agent for the benefit of the holders of Shares shares of Common Company Stock, (i) a cash amount in an amount equal to the Merger Consideration. Buyer shall direct immediately available funds necessary for the Exchange Agent to invest such fundsmake payments under Section 2.02(a) and (ii) subject to Parent’s option in Section 2.03(b) to provide uncertificated book-entry shares, pending their disbursement certificates representing shares of Parent Stock into which shares of Company Stock are converted in the Merger, in each case, for exchange in accordance herewithwith this Article 2. The Merger Consideration into which shares of Company Stock are converted pursuant to the Merger shall be deemed to have been issued at the Effective Time. Promptly (and, in a money market mutual fund registered under the Investment Company Act of 1940any event, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly within two Business Days) after the Effective Time, Buyer will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of Shares shares of Company Stock at the Effective Time a letter of transmittal for use in such exchange and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Certificates or transfer of the Uncertificated Shares to the Exchange Agent)Agent in accordance with the procedures set forth in the letter of transmittal) for use in such exchange, such letter of transmittal and instructions to be in such form and have such other provisions as Parent and the Company may reasonably agree.

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Parent shall appoint Xxxxxx Bank & Trust a commercial bank or trust company that is reasonably satisfactory to the Company (or such other qualified party reasonably acceptable to the Company) (the "“Exchange Agent"”) for the purpose of exchanging certificates representing Certificates or Uncertificated Shares for the Per Share Amount, Merger Consideration and the Company shall provide Buyer and enter into an exchange agent agreement with the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the CompanyAgent. On or prior to At the Effective timeTime, Buyer Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with or for the account of the Exchange Agent, for the benefit of the holders of Shares shares of Company Common Stock, cash in an amount equal sufficient to pay the aggregate Merger ConsiderationConsideration required to be paid in respect of the Certificates and the 15 Uncertificated Shares pursuant to Section 3.2(a). Buyer shall direct All cash deposited with the Exchange Agent pursuant to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under this Section 3.3(a) shall hereinafter be referred to as the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the “Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his SharesFund”. Promptly after the Effective TimeTime (and in any event within five (5) Business Days following the date of the Closing), Buyer will Parent shall send, or will shall cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Certificates or transfer of the Uncertificated Shares to the Exchange Agent)) for use in such exchange.

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Parent shall appoint Xxxxxx Bank & Trust a bank or trust company that is reasonably satisfactory to the Company (or such other qualified party reasonably acceptable to the Company) (the "“Exchange Agent"”) for the purpose of exchanging the Shareholder Consideration for certificates representing Shares for the Per Share Amountin accordance with a letter of irrevocable instructions mutually acceptable to Parent, and the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the CompanyAgent. On or prior to the Effective timeClosing Date, Buyer shall depositParent shall, or shall cause to be depositedMerger Sub to, deposit with or for the account of the Exchange Agent, for the benefit of the holders of Shares of Common Stock, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent the Shareholder Consideration to invest such funds, pending their disbursement be paid in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses respect of the Shares (the “Exchange AgentFund”). For purposes of determining the Merger Shareholder Consideration to be made availabledeposited with the Exchange Agent, Buyer Parent shall assume that no holder of Shares will perfect his such holder’s right to appraisal demand cash payment of the fair market value of his SharesShares pursuant to Chapter 13 of the CGCL. Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each Person who was a holder of Shares at the Effective Time (a “Shareholder”), a letter of transmittal for use in such exchange (which shall be in customary form and shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). The Exchange Agent shall, pursuant to irrevocable instructions, make the payments of the Shareholder Consideration as provided in this Section 2.2 from the Exchange Fund which, unless otherwise provided elsewhere in this Agreement, shall not be used for any purpose except payment of the Shareholder Consideration as provided in this Agreement.

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Parent shall appoint Xxxxxx Bank & Trust Company (or such other qualified party an exchange agent reasonably acceptable to the Company) Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging certificates representing Shares for the Per Share AmountMerger Consideration for: (i) the Certificates, and the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company. On or (ii) book-entry shares which immediately prior to the Effective timeTime represented the shares of Company Common Stock (the “Book-Entry Shares”). On and after the Effective Time, Buyer Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with the Exchange Agent, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the account payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the benefit of the holders of Shares of Common Stock, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, Buyer will Parent shall send, or will shall cause the Exchange Agent to send, to each record holder of Shares shares of Company Common Stock at the Effective Time Time, a letter of transmittal for use in such exchange and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Certificates or transfer of the Book-Entry Shares to the Exchange Agent)) for use in such exchange.

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Parent shall appoint Xxxxxx Bank & Trust Company (or such other qualified party an exchange agent reasonably acceptable to the Company) Company (the "Exchange Agent") to act as the agent for the purpose of exchanging certificates representing Shares for the Per Share AmountMerger Consideration for: (i) the Certificates, and the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company. On or (ii) book-entry shares which immediately prior to the Effective timeTime represented the shares of Company Common Stock (the "Book-Entry Shares"). On and after the Effective Time, Buyer Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with the Exchange Agent, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock and Company Preferred Stock represented by the Certificates and the Book-Entry Shares (the "Payment Fund") in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the account payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and Company Preferred Stock for the benefit of the holders of Shares of Common Stock, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, Buyer will Parent shall send, or will shall cause the Exchange Agent to send, to each record holder of Shares shares of Company Common Stock and Company Preferred Stock at the Effective Time Time, a letter of transmittal for use in such exchange and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent).specify

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Parent shall appoint Xxxxxx Bank & Trust Company (or such other qualified party an exchange agent reasonably acceptable to the Company) Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging certificates representing Shares for the Per Share AmountMerger Consideration for: (i) the Certificates, and (ii) the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company. On or book-entry shares which immediately prior to the Effective timeTime represented the Shares (the “Book-Entry Shares”) or (iii) the In-the-Money Warrants. On and after the Effective Time, Buyer Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with the Exchange Agent, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of (A) the Shares represented by the Certificates and the Book-Entry Shares and (B) the In-the-Money Warrants, less any amounts paid pursuant to Section 3.02(g) (the “Payment Fund”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the account payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares and In-the-Money Warrants for the benefit of the holders of Shares of Common Stock, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent).Merger

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Parent shall appoint Xxxxxx Bank & Trust Company (or such other qualified party an exchange agent reasonably acceptable to the Company) Company (the "Exchange Agent") to act as the agent for the purpose of exchanging certificates representing Shares for the Per Share Amount, and Merger Consideration for: (i) the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company. On Certificates; or (ii) book-entry shares which immediately prior to the Effective timeTime represented the shares of Company Common Stock (the "Book-Entry Shares"). Promptly after the Effective Time and in any event within two (2) Business Days after the Effective Time, Buyer Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with or for the account of the Exchange Agent, in a separate account for the benefit of the holders of Shares, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "Payment Fund"). If for any reason the cash in the Payment Fund shall be insufficient to fully satisfy all of Common Stockthe payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Payment Fund in an amount which is equal to the Merger Considerationdeficiency in the amount of cash required to make the aggregate cash payments required by Section 3.01(b). Buyer The Payment Fund shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyernot be used for any other purpose. Buyer The Surviving Corporation shall pay all fees charges and expenses expenses, including those of the Exchange Agent. For purposes , in connection with the exchange of determining Shares for the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his SharesConsideration. Promptly after the Effective Time and in any event within five (5) Business Days after the Effective Time, Buyer will send, or will Parent shall cause the Exchange Agent to send, to each record holder of Shares shares of Company Common Stock at the Effective Time Time, a letter of transmittal for use and instructions in such exchange customary form (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Certificates or transfer of the Book-Entry Shares to the Exchange Agent)) for use in such exchange.

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer BNC or Bank shall appoint Xxxxxx Bank & Trust Company (or such other qualified party an agent, who shall be reasonably acceptable to Wilton to act as the Company) (the "Exchange Agent") agent for the purpose of exchanging certificates representing Shares the Merger Consideration for the Per Share AmountCertificates representing the shares of Wilton Common Stock (the “Exchange Agent”). On and after the Effective Time, BNC or Bank shall deposit with the Exchange Agent, sufficient cash to pay the Merger Consideration that is payable in respect of all of the shares of Wilton Common Stock represented by the Certificates (the “Payment Fund”) in amounts and at the Company times necessary for such payments. If for any reason the Payment Fund is inadequate to pay the amounts to which holders of shares shall provide Buyer be entitled under Section 2.1(d), BNC and Bank shall take all steps necessary to deposit in trust additional cash with the Exchange Agent with a complete sufficient to make all payments required under this Agreement, and accurate list of names BNC and addresses the Surviving Corporation shall in any event be liable for the stockholders of record of the Companypayment thereof. On or prior to the Effective timeThe Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, Buyer shall deposit, or shall cause to be deposited, with or for the account including those of the Exchange Agent, for in connection with the benefit of the holders exchange of Shares of Common Stock, cash in an amount equal to for the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, Buyer will BNC shall send, or will shall cause the Exchange Agent to send, to each record holder of Shares shares of Wilton Common Stock at the Effective Time Time, a letter of transmittal for use in such exchange and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange Agent)) for use in such exchange.

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Parent shall appoint Xxxxxx Bank & Trust Company (or such other qualified party an exchange agent reasonably acceptable to the Company) Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging certificates representing Shares for the Per Share AmountMerger Consideration for: (i) the Certificates, and the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company. On or (ii) book-entry shares which immediately prior to the Effective timeTime represented the shares of Company Common Stock (the “Book-Entry Shares”). At the Effective Time, Buyer Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with the Exchange Agent, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock shall be entitled under Section 2.1(b), Parent shall deposit or shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the account payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the benefit of the holders of Shares of Common Stock, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, Buyer will Parent shall send, or will shall cause the Exchange Agent to send, to each record holder of Shares shares of Company Common Stock at the Effective Time Time, a letter of transmittal for use in such exchange and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Certificates or transfer of the Book-Entry Shares to the Exchange Agent)) for use in such exchange.

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer shall appoint Xxxxxx Bank & Trust Company (or such other qualified party an exchange agent reasonably acceptable to the Company) Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging certificates representing Shares for the Per Share AmountMerger Consideration for: (i) the Certificates, and the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company. On or (ii) book-entry shares which immediately prior to the Effective timeTime represented the shares of Company Common Stock (the “Book-Entry Shares”). On and after the Effective Time, Buyer shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with the Exchange Agent, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”) in amounts and at the times necessary for such payments. If for any reason the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock shall be entitled under Section 2.01(b), Buyer shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Buyer and the Surviving Corporation shall in any event be liable for the account payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the benefit of the holders of Shares of Common Stock, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, Buyer will shall send, or will shall cause the Exchange Agent to send, to each record holder of Shares shares of Company Common Stock at the Effective Time Time, a letter of transmittal for use in such exchange and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Certificates or transfer of the Book-Entry Shares to the Exchange Agent)) for use in such exchange.

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Parent shall appoint Xxxxxx Bank & Trust Company (or such other qualified party an exchange agent reasonably acceptable to the Company) Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging certificates representing Shares for the Per Share AmountMerger Consideration for: (i) the Certificates, and the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company. On or (ii) book-entry shares which immediately prior to the Effective timeTime represented the shares of Company Capital Stock (the “Book-Entry Shares”). On and after the Effective Time, Buyer Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with the Exchange Agent, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Capital Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the account payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Capital Stock for the benefit of the holders of Shares of Common Stock, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, Buyer will Parent shall send, or will shall cause the Exchange Agent to send, to each record holder of Shares shares of Company Capital Stock at the Effective Time Time, a letter of transmittal for use in such exchange and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Certificates or transfer of the Book-Entry Shares to the Exchange Agent)) for use in such exchange.

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Parent shall appoint Xxxxxx Bank & Trust Company (or such other qualified party an exchange agent reasonably acceptable to the Company) Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging certificates representing Shares for the Per Share AmountMerger Consideration for: (i) the Certificates, and or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company shall provide Buyer and Common Stock (the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company“Book-Entry Shares”). On At or prior to the Effective timeClosing, Buyer Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with the Exchange Agent, funds sufficient to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the account payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the benefit of the holders of Shares of Common Stock, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time, Buyer will Parent shall send, or will shall cause the Exchange Agent to send, to each record holder of Shares shares of Company Common Stock at the Effective Time Time, a letter of transmittal for use in such exchange and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Certificates or transfer of the Book-Entry Shares to the Exchange Agent)) for use in such exchange.

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Parent shall appoint Xxxxxx Bank & Trust Company (Mellon Investor Services LLC or such other qualified party exchange agent reasonably acceptable to the Company) Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates Certificates representing Shares shares of Company Common Stock and non-certificated shares represented by book entry ("BOOK-ENTRY SHARES") for the Per Share Amount, and the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the CompanyMerger Consideration. On or prior Parent will make available to the Effective time, Buyer shall deposit, or shall cause to be deposited, with or for the account of the Exchange Agent, for the benefit of the holders of Shares of Common Stockas needed, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder delivered in respect of Shares will perfect his right to appraisal the shares of his SharesCompany Common Stock. Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at record of shares of Company Common Stock as of the Effective Time (other than any holder which has previously and properly surrendered all of its Certificates(s) to the Exchange Agent in accordance with Section 1.5 (each, an "ELECTING STOCKHOLDER")), a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange Agent)) in such form as the Company and Parent may reasonably agree, for use in effecting delivery of shares of Company Common Stock to the Exchange Agent. Exchange of any Book-Entry Shares shall be effected in accordance with Parent's customary procedures with respect to securities represented by book entry.

Surrender and Payment. (a) Promptly following execution of this AgreementPrior to the Effective Time, Buyer Parent shall appoint Xxxxxx Bank & Trust Company (or such other qualified party an exchange agent reasonably acceptable to the Company) Company (the "“Exchange Agent"”) to act as the agent for the purpose of exchanging certificates representing Shares for the Per Share Amount, and Merger Consideration for: (i) the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company. On Certificates; or (ii) book-entry shares which immediately prior to the Effective timeTime represented the Table of Contents shares of Company Common Stock (the “Book-Entry Shares”). Promptly after the Effective Time and in any event within two (2) Business Days after the Effective Time, Buyer Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with or for the account of the Exchange Agent, in a separate account for the benefit of the holders of Shares, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”). If for any reason the cash in the Payment Fund shall be insufficient to fully satisfy all of Common Stockthe payment obligations to be made in cash by the Exchange Agent hereunder, Parent shall promptly deposit cash into the Payment Fund in an amount which is equal to the Merger Considerationdeficiency in the amount of cash required to make the aggregate cash payments required by Section 3.01(b). Buyer The Payment Fund shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyernot be used for any other purpose. Buyer The Surviving Corporation shall pay all fees charges and expenses expenses, including those of the Exchange Agent. For purposes , in connection with the exchange of determining Shares for the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his SharesConsideration. Promptly after the Effective Time and in any event within five (5) Business Days after the Effective Time, Buyer will send, or will Parent shall cause the Exchange Agent to send, to each record holder of Shares shares of Company Common Stock at the Effective Time Time, a letter of transmittal for use and instructions in such exchange customary form (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Certificates or transfer of the Book-Entry Shares to the Exchange Agent)) for use in such exchange.

Surrender and Payment. (a) Promptly following execution of this AgreementNo later than two Business Days prior to the Effective Time, FCI and Buyer shall appoint Xxxxxx Bank & Trust Company (or such other qualified party an exchange agent reasonably acceptable to the Company) Company (the "“Exchange Agent") ”), and enter into an exchange agent agreement with the Exchange Agent, in form and substance reasonably acceptable to the Company and Buyer, to act as the agent for the purpose of exchanging certificates representing Shares for the Per Share AmountMerger Consideration for: (i) the Certificates, and or (ii) book-entry shares which immediately prior to the Effective Time represented shares of Company shall provide Buyer and Common Stock (the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company“Book-Entry Shares”). On At or prior to the Effective timeTime, FCI or Buyer shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with or the Exchange Agent, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of the shares of Company Common Stock (the “Payment Fund”). The Payment Fund shall not be used for the account any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares for the benefit of the holders of Shares of Common Stock, cash in an amount equal to the Merger Consideration. Buyer shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. Promptly after the Effective Time (but in no event later than one Business Day after the Effective Time), Buyer will shall send, or will shall cause the Exchange Agent to send, to each record holder of Shares shares of Company Common Stock entitled to Merger Consideration at the Effective Time Time, a letter of transmittal for use in such exchange and instructions (which shall be in customary form and shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange Agent)Agent or, in the case of the Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) for use in such exchange.