Common use of Exchange of Certificates for Cash Clause in Contracts

Exchange of Certificates for Cash. fm]After the Effective Date, Parent shall send or cause to be sent, as promptly as practicable and in no event later than five Business Days after the Effective Date, to each former holder of record of shares of Company Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Certificates for the consideration set forth in this Article III. Upon delivery to the Paying Agent of Certificates representing such shares of Company Common Stock (or indemnity reasonably satisfactory to Parent and the Paying Agent, if any of such certificates are lost, stolen or destroyed) owned by such shareholder, Parent shall cause the amount of cash into which the shares formerly represented by such Certificates shall have been converted pursuant to this Article III, which such Person shall be entitled to receive, to be delivered to such shareholder and the Certificates so delivered shall forthwith be cancelled. The Paying Agent shall process materials received and issue the Merger Consideration within three Business Days of the receipt of such materials. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so delivered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. No interest will be paid on any such cash which any such Person shall be entitled to receive pursuant to this Article III upon such delivery.

Exchange of Certificates for Cash. fm]After As soon as practicable after the Effective DateTime, Parent shall send or cause to be sent, as promptly as practicable and but in no event later than five (5) Business Days after thereafter, Parent shall cause the Effective Date, Paying Agent to mail to each former holder of record of shares Shares (i) a letter of Company Common Stock immediately prior transmittal specifying that delivery shall be effected, and risk of loss and title to the Effective Time Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof and, if required, indemnities in accordance with Section 3.03(e)) to the Paying Agent, such letter of transmittal materials to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in exchanging such shareholder's effecting the surrender of the Certificates in exchange for the consideration set forth in this Article IIIMerger Consideration. Upon delivery surrender of a Certificate for cancellation to the Paying Agent of Certificates representing such shares of Company Common Stock (or indemnity reasonably satisfactory to Parent and the Paying Agentan affidavit of loss in lieu thereof and, if any required, an indemnity in accordance with Section 3.03(e)) together with such letter of transmittal, duly executed, the holder of such certificates are lost, stolen or destroyed) owned by such shareholder, Parent shall cause the amount of cash into which the shares formerly represented by such Certificates shall have been converted pursuant to this Article III, which such Person Certificate shall be entitled to receivereceive in exchange therefor the Merger Consideration (after giving effect to any required Tax deductions and withholdings in accordance with Section 3.03(f)), to be delivered to such shareholder and the Certificates so delivered surrendered shall forthwith be cancelled. The Paying Agent shall process materials received and issue the Merger Consideration within three Business Days No interest will be paid or accrued on any amount payable upon due surrender of the receipt of such materialsCertificates. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the stock transfer books records of the Company, the proper amount of cash the Merger Consideration may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so delivered is registered if the Certificate formerly representing such Certificate shall be properly endorsed or otherwise be in proper form for Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such payment shall pay to evidence that any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has applicable Taxes have been paid or is not applicable. No interest will be paid on any such cash which any such Person shall be entitled to receive pursuant to this Article III upon such deliverypaid.

Exchange of Certificates for Cash. fm]After As soon as practicable after the Effective DateTime, Parent shall send or cause to be sent, as promptly as practicable and but in no event later than five (5) Business Days after thereafter, Parent shall cause the Effective Date, Paying Agent to mail to each former holder of record of shares Shares (i) a letter of Company Common Stock immediately prior transmittal specifying that delivery shall be effected, and risk of loss and title to the Effective Time Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof and, if required, indemnities in accordance with Section 3.03(e)) to the Paying Agent, such letter of transmittal materials to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in exchanging such shareholder's effecting the surrender of the Certificates in exchange for the consideration set forth in this Article IIIMerger Consideration. Upon delivery surrender of a Certificate for cancellation to the Paying Agent of Certificates representing such shares of Company Common Stock (or indemnity reasonably satisfactory to Parent and the Paying Agentan affidavit of loss in lieu thereof and, if any required, an indemnity in accordance with Section 3.03(e)) together with such letter of transmittal, duly executed, the holder of such certificates are lost, stolen or destroyed) owned by such shareholder, Parent shall cause the amount of cash into which the shares formerly represented by such Certificates shall have been converted pursuant to this Article III, which such Person Certificate shall be entitled to receivereceive in exchange therefor the Merger Consideration (after giving effect to any required Tax deductions and withholdings in accordance with Section 3.03(f)), to be delivered to such shareholder and the Certificates so delivered surrendered shall forthwith be cancelled. The Parent shall direct the Paying Agent shall process materials received and issue to promptly deliver the Merger Consideration within three to each former holder of record of Shares who properly complies with the transmittal instructions described herein, and in no case shall such payment be made later than two (2) Business Days after receipt by the Paying Agent of such instructions. No interest will be paid or accrued on any amount payable upon due surrender of the receipt of such materialsCertificates. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the stock transfer books records of the Company, the proper amount of cash the Merger Consideration may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so delivered is registered if the Certificate formerly representing such Certificate shall be properly endorsed or otherwise be in proper form for Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such payment shall pay to evidence that any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has applicable Taxes have been paid or is not applicable. No interest will be paid on any such cash which any such Person shall be entitled to receive pursuant to this Article III upon such deliverypaid.

Exchange of Certificates for Cash. fm]After After the Effective Date, Parent the Company shall send or cause to be sent, as promptly as practicable and in no event later than five (5) Business Days after the Effective Date, to each former holder of record of shares of Company RLBI Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Certificates for the consideration set forth in this Article IIIMerger Consideration. Upon delivery to the Paying Agent of such transmittal materials (properly completed) and the Certificates representing such shares of Company RLBI Common Stock (or indemnity reasonably satisfactory to Parent the Company and the Paying Agent, if any of such certificates are lost, stolen or destroyed) owned by such shareholder, Parent the Company shall cause the amount of cash into which the shares formerly represented by such Certificates shall have been converted pursuant to this Article III, which such Person shall be entitled to receive, to be delivered to such shareholder holder of record of shares and the Certificates so delivered shall forthwith be cancelled. The Paying Agent shall process materials received and issue the Merger Consideration within three Business Days of the receipt of such materials. In the event of a transfer of ownership of Company RLBI Common Stock that is not registered in the stock transfer books of the CompanyRLBI, the proper amount of cash Merger Consideration may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so delivered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Company that such tax has been paid or is not applicable. No interest will be paid on any such cash which any such Person shall be entitled to receive pursuant to this Article III upon such delivery.