Common use of Exchange and Payment Procedures Clause in Contracts

Exchange and Payment Procedures. As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record as of the Effective Time of a Certificate or Certificates that have been converted pursuant to Section 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 actual delivery of the Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to Section 2.1. Upon surrender of a Certificate to the Paying Agent for cancellation, together with a duly executed letter of transmittal and such other documents as the Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration. In the event the Merger Consideration is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration may be delivered to a transferee if the Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Paying Agent that any applicable transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing Company Common Shares to be canceled in accordance with Section 2.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.2. No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange and Payment Procedures. As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record as of the Effective Time of a Certificate or Certificates that have been converted pursuant to Section 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 actual delivery of the Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to Section 2.1. Upon surrender of a Company Certificate for cancellation to the Paying Exchange Agent or to another agent or agents as may be appointed by Buyer for cancellationthat purpose, together with a duly executed letter of transmittal and such other documents as the Paying Agent may requiretransmittal, duly executed, the holder of such the Company Certificate (other than a Company Certificate representing Dissenting Shares) shall be entitled to receive in exchange therefor (x) a certificate representing that number of shares of Buyer Common Stock ("BUYER SHARES") into which the Merger Considerationshares of the Company Common Stock previously represented by the Company Certificate are converted in accordance with Section 2.01 and, if applicable, after giving effect to the Adjustment Amount (defined in Section 9.01(f)), (y) cash to which that holder is entitled in accordance with Section 2.01 (subject to Section 2.02(e)) and, if applicable, after giving effect to the Adjustment Amount and (z) any cash in lieu of fractional Buyer Shares which that holder has the right to receive pursuant to Section 2.02(e) (the shares of Buyer Common Stock and cash described in clauses (x), (y) and (z) above being referred to collectively as the "AGGREGATE CONSIDERATION"). In the event the Merger Aggregate Consideration is to be delivered to any person who is not the person in whose name the Company Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Aggregate Consideration may be delivered to a transferee if the Company Certificate is presented to the Paying Exchange Agent, accompanied by all documents reasonably required to evidence and effect such that transfer and by evidence reasonably satisfactory to the Paying Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Company Certificate (other than a certificate Company Certificate representing shares of Company Common Shares Stock to be canceled in accordance with Section 2.1(b2.01(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Aggregate Consideration contemplated by this Section 2.22.02. No interest will be paid or will accrue on any cash payable to holders of the Company Certificates pursuant to the provisions of this Article II.

Exchange and Payment Procedures. As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record as of the Effective Time of a Certificate or Certificates that have been converted pursuant to Section 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 actual delivery of the Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to Section 2.1. Upon surrender of a an Old Certificate for cancellation to the Paying Exchange Agent or to another agent or agents as may be appointed by Buyer for cancellationthat purpose, together with a duly executed letter of transmittal and such other documents as the Paying Agent may requiretransmittal, duly executed, the holder of such the Old Certificate (other than an Old Certificate representing Dissenting Shares) shall be entitled to receive in exchange therefor (x) a certificate representing that number of shares of Buyer Common Stock ("Buyer Shares"), if any, into which the Merger shares of Company Common Stock previously represented by the Old Certificate are converted in accordance with Section 2.1, (y) cash, if any, to which that holder is entitled in accordance with Section 2.1 and (z) any cash in lieu of Fractional Shares that the holder has the right to receive pursuant to Section 2.2(e) (the Buyer Shares and cash described in clauses (x), (y) and (z) above being referred to collectively as the "Aggregate Consideration"). In If the event the Merger Aggregate Consideration is to be delivered to any person who is not the person in whose name the Old Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Aggregate Consideration may be delivered to a transferee if the Old Certificate is presented to the Paying Exchange Agent, accompanied by all documents reasonably required to evidence and effect such that transfer and by evidence reasonably satisfactory to the Paying Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Old Certificate (other than a certificate an Old Certificate representing Company Common Shares to Excluded Shares, which shall be canceled in accordance with Section 2.1(b)canceled) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Aggregate Consideration contemplated by this Section 2.2. No interest will be paid or will accrue on any cash payable to holders of the Old Certificates pursuant to the provisions of this Article II.

Exchange and Payment Procedures. As soon as practicable after the Effective Time, Parent shall cause Parent's transfer agent and registrar, as paying agent (the "Paying Agent Agent") to mail to each holder of record as of the Effective Time of a Certificate certificate or Certificates certificates representing shares of Company Common Stock (the "Certificates") that have been converted pursuant to Section 2.12.01: (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 actual delivery of the Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to Section 2.12.01. Upon surrender of a Certificate to the Paying Agent for cancellation, together with a duly executed letter of transmittal and such other documents as the Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration. In the event the Merger Consideration is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration may be delivered to a transferee if the Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate (other than a certificate representing shares of Company Common Shares Stock to be canceled in accordance with Section 2.1(b2.01(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.22.02. No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange and Payment Procedures. As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record as of the Effective Time of a Certificate or Certificates that have been converted pursuant to Section 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 actual delivery of the Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to Section 2.1. Upon surrender of a Company Certificate for cancellation to the Paying Exchange Agent or to another agent or agents as may be appointed by Buyer for cancellationthat purpose, together with a duly executed letter of transmittal and such other documents as the Paying Agent may requiretransmittal, duly executed, the holder of such the Company Certificate (other than a Company Certificate representing Dissenting Shares) shall be entitled to receive in exchange therefor (x) a certificate representing that number of shares of Buyer Common Stock ("Buyer Shares") into which the Merger shares of the Company Common Stock previously represented by the Company Certificate are converted in accordance with Section 2.01 and, if applicable, after giving effect to the Adjustment Amount (defined in Section 9.01(f)), (y) cash to which that holder is entitled in accordance with Section 2.01 (subject to Section 2.02(e)) and, if applicable, after giving effect to the Adjustment Amount and (z) any cash in lieu of fractional Buyer Shares which that holder has the right to receive pursuant to Section 2.02(e) (the shares of Buyer Common Stock and cash described in clauses (x), (y) and (z) above being referred to collectively as the "Aggregate Consideration"). In the event the Merger Aggregate Consideration is to be delivered to any person who is not the person in whose name the Company Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Aggregate Consideration may be delivered to a transferee if the Company Certificate is presented to the Paying Exchange Agent, accompanied by all documents reasonably required to evidence and effect such that transfer and by evidence reasonably satisfactory to the Paying Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Company Certificate (other than a certificate Company Certificate representing shares of Company Common Shares Stock to be canceled in accordance with Section 2.1(b2.01(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Aggregate Consideration contemplated by this Section 2.22.02. No interest will be paid or will accrue on any cash payable to holders of the Company Certificates pursuant to the provisions of this Article II.

Exchange and Payment Procedures. As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record as of the Effective Time Upon delivery of a Share Surrender Certificate or Certificates that have been converted pursuant (other than a Share Surrender Certificate representing Dissenting Shares) to Section 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effectedBuyer, Buyer will issue in the name of, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to Section 2.1. Upon surrender of a Certificate to the Paying Agent for cancellation, together with a duly executed letter of transmittal and such other documents as the Paying Agent may requiredeliver to, the holder of such Share Surrender Certificate shall (each, a “Holder”) (a) a certificate representing that number of shares of Buyer Common Stock into which the shares of the Company Common Stock previously represented by the Share Surrender Certificate are converted in accordance with Section 2.1(a)(i); provided, however, that 8,181,818 of such shares of Buyer Common Stock will be issued in the name of, and delivered to, the Escrow Agent to be held on behalf of the Holders (in proportion to their ownership of Company Common Stock, excluding Cash Shares and Dissenting Shares) and distributed by the Escrow Agent in accordance with an escrow agreement substantially in the form of Exhibit A-2 hereto (the “Escrow Shares Escrow Agreement”) and Section 2.7 (with such shares being referred to as the “Escrowed Shares”), and (b) if such Share Surrender Certificate represents Cash Shares, cash in the amount of the Cash Consideration to which such Holder is entitled to receive in exchange therefor the Merger Considerationaccordance with Section 2.1. In the event If the Merger Consideration is to be delivered to any person who is not other than the person in whose name the Share Surrender Certificate surrendered delivered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration may be delivered to a transferee if the Share Surrender Certificate is presented to the Paying AgentBuyer, accompanied by all documents reasonably required to evidence and effect such that transfer and by evidence reasonably satisfactory to the Paying Agent Buyer that any applicable stock transfer taxes have been paid. Until surrendered delivered as contemplated by this Section 2.22.3, the shares of Company Common Stock represented by each Share Surrender Certificate (other than a certificate Share Surrender Certificate representing shares of Company Common Shares Stock to be canceled in accordance with Section 2.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender delivery the Merger Consideration contemplated by this Section 2.2Agreement. No interest will be paid or will accrue on any cash payable hereunder to holders of Certificates pursuant to the provisions of this Article IICompany Common Stock.