Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Fund”). Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent a commercial bank or trust company (the “Exchange Agent”) reasonably acceptable to the Company for the purpose of exchanging Certificates or Uncertificated Company Shares for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”)Consideration. As of the Effective Time, Parent shall deposit, or cause to be deposited, deposit with the Exchange Agent Agent, for the aggregate Merger Consideration to be paid in respect benefit of the Certificates holders of Company Shares, for exchange in accordance with this Section through the Exchange Agent, securities representing shares of Parent Common Stock issuable and Uncertificated Shares payable pursuant to Section 3.01 in exchange for outstanding Company Shares, after the Effective Time (the “Payment Exchange Fund”). Promptly after the Effective TimeTime (and in any event within five Business Days), Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Company Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent a bank or trust company reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Ordinary Shares (the “Certificates”) and ), or (ii) uncertificated shares of Company Common Stock Ordinary Shares (the “Uncertificated Shares”). As of At the Effective Time, Parent shall deposit, or cause have made available to be deposited, with the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Ordinary Shares at the Effective Time a letter of transmittal in customary form and containing such provisions and instructions as Parent may reasonably specify and the Company may reasonably approve prior to the Effective Time (which shall specify including provision that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Acceptance Time, Parent shall appoint an exchange agent that has been approved in advance by the Company (such approval not to be unreasonably withheld, delayed or conditioned) (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”). As Parent or one of the Effective Time, Parent its Subsidiaries shall deposit, or cause make available to be deposited, with the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging for the Merger Per Share Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit, or cause make available to be deposited, with the Exchange Agent Agent, as needed, the aggregate Merger Per Share Consideration to be paid in respect of the Certificates and the Uncertificated Shares Shares. Within one (the “Payment Fund”). Promptly 1) Business Day after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent, and which shall be in customary form mutually agreeable to the Company and Parent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares (other than the Rollover Shares) of Company Common Stock (the “Certificates”) and or (ii) uncertificated shares (other than the Rollover Shares) of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit, or cause make available to be deposited, with the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange. For the avoidance of doubt, the parties acknowledge and agree that the contributions of the Rollover Shares shall be deemed to occur immediately prior to the Effective Time and prior to any other above-described event.

Surrender and Payment. (a) Prior to the Effective Time, Parent SUI shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging for the Aggregate Per Share Merger Consideration for (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) and (ii) uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”). As of the Effective Time, Parent SUI shall deposit, or cause to be deposited, with the Exchange Agent the aggregate Aggregate Per Share Merger Consideration to be paid in respect of the Certificates and Uncertificated Shares (the “Payment Exchange Fund”). Promptly after the Effective Time, Parent SUI shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) as promptly as practicable after the Effective Time certificates representing shares of Company Common Stock Shares (the “Certificates”) and (ii) or uncertificated shares of Company Common Stock Shares (the “Uncertificated Shares”). As of Prior to the Effective Time, Parent shall deposit, or cause make available to be deposited, with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares Shares. As promptly as practicable (the “Payment Fund”). Promptly and in any event within two Business Days) after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time a letter of transmittal (the form of which shall be reasonably acceptable to the Company) and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Paying Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall depositmake available to the Paying Agent, or cause to be depositedas needed, with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (any funds deposited with the Paying Agent, the “Payment Fund”). Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Paying Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “"Exchange Agent”") for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “"Certificates”") and (ii) uncertificated shares of Company Common Stock (the “"Uncertificated Shares”"). As of the Effective Time, Parent shall deposit, or cause to be deposited, deposit with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares that are not Company Restricted Stock Awards (the “"Payment Fund”"). Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent (the “"Exchange Agent”") reasonably acceptable to the Company for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock and the Rights attached thereto (the “"Certificates”") and or (ii) uncertificated shares of Company Common Stock and the Rights attached thereto (the “"Uncertificated Shares”"). As of the Effective Time, Parent shall deposit, or cause make available to be deposited, with the Exchange Agent Agent, as needed, the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange "Paying Agent”") for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “"Certificates”") and or (ii) uncertificated shares of Company Common Stock (the “"Uncertificated Shares”"). As of the Effective Time, Parent shall depositmake available to the Paying Agent, or cause to be depositedas needed, with the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (any funds deposited with the “Paying Agent, the "Payment Fund”"). Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Paying Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an exchange Computershare Trust Company, N.A., or if Computershare Trust Company, N.A. is not willing to so act, another agent that is reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) and or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”). As of the Effective Time, Parent shall deposit, or cause make available to be deposited, with the Exchange Agent Agent, as needed, the aggregate Merger Cash Consideration to be paid in respect of the Certificates and the Uncertificated Shares (the “Payment Fund”)Shares. Promptly after the Effective Time, but in no event later than three Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.