Common use of Exchange Procedure Clause in Contracts

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c), and the Certificate so surrendered shall forthwith be cancelled. 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 surrendered 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 shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 surrendered 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 shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time (but in any event within five business days after the Effective Time), the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person Mondavi Shareholder shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other customary provisions as Parent Constellation may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Class A Merger Consideration or the Class B Merger Consideration, as applicable. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentConstellation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Mondavi Common Stock formerly represented by such the Certificate shall have been converted pursuant to Section 2.08(c2.1(b), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Mondavi Common Stock that is not registered in the stock transfer books of the CompanyMondavi, the proper amount of cash may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such the 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 Taxes (as defined in Section 4.11(c)) required by reason of the payment to a person other than the registered holder of such the Certificate or establish to the satisfaction of Parent Constellation that such tax the Tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which payable in respect of the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 surrendered 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 shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.01 (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)3.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person per- son other than the person in whose name the Certificate so surrendered is registered 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 Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest shall be paid or shall accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate shares of Company Common Stock entitled to receive the Merger Consideration pursuant to Section 2.01(c) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by representing such person shares shall pass, only upon proper delivery of the such Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger Considerationpursuant to such letter of transmittal. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which Merger Consideration for the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)thereby, and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 relevant surrendered Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed endorsed, or otherwise be in proper form for transfer transfer, to the person requesting such payment and (y) the person requesting such payment shall pay have paid any transfer or other taxes required by reason of the payment of Merger Consideration to a person other than the registered holder of such Certificate or establish shall have established to the satisfaction of Parent that such tax has taxes have been paid or is not that no such taxes are applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented Shares (the "Certificates") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to 16 11 the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the Paying Agent shall pay pursuant to irrevocable instructions given by Sub or Parent, the amount of cash into which the shares formerly Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)3.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash the Cash Consideration and CVR Certificates representing the number of CVRs into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c), and the Certificate so surrendered shall forthwith be cancelled. 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 Merger Consideration may be paid in exchange therefor to a person person, other than the person in whose name the Certificate so surrendered is registered 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 shall be paid or shall accrue on the cash Cash Consideration or the CVR(s) payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective TimeTime of the Merger, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Shares (the "Certificates"), other than the Company, Parent and any subsidiary of the Company or Parent, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash Merger Consideration into which the shares formerly Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.7, and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 No interest will be paid in exchange therefor or will accrue on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the Certificate so surrendered is registered if registered, it shall be a condition of payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay to the Paying Agent 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 Surviving Corporation that such tax has been paid or is not applicable. No interest Until surrendered as contemplated by this Section 2.8, each Certificate shall be paid deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.7(c). Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.8(b) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares six months after the Effective Time of the Merger shall accrue be returned to Parent, upon demand, and any such holder who has not exchanged them for the Merger Consideration in accordance with this Section prior to that time shall thereafter look only to Parent for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, neither the Paying Agent nor any party shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. If any Certificates shall not have been surrendered prior to seven years after the Effective Time of the Merger (or immediately prior to such earlier date on which any payment pursuant to this Section 2.8 would otherwise escheat to or become the cash payable upon surrender property of any Certificategovernmental body or agency) the payment in respect of such Certificate shall, to the extent permitted by applicable law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01 (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and shall be in customary such form and have such other provisions as Parent Purchaser may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash Merger Consideration into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent Purchaser that such tax has been paid or is not applicable. No interest Until surrendered as contemplated by this Section 2.02, each Certificate shall be paid or shall accrue on deemed at any time after the cash payable Effective Time to represent only the right to receive upon such surrender the amount of any CertificateMerger Consideration, without interest, into which the shares of Company Common Stock represented by such Certificate have been converted.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall instruct the Paying Agent shall to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person Company Shareholder shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be reasonably appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such the Certificate shall have been converted pursuant to Section 2.08(c3.1(b), and the Certificate so surrendered shall forthwith be cancelled. 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 surrendered is registered if such the 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 Taxes required by reason of the payment to a person other than the registered holder of such the Certificate or establish to the reasonable satisfaction of Parent that such tax the Tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall will mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1: (i) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates held by such person shall will pass, only upon proper delivery of the Certificates to the Paying Agent and shall will be in customary a form and have such other provisions as Parent Compuware may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentCompuware, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)Merger Consideration, and the Certificate so surrendered shall will forthwith be cancelled. In the event of a transfer of ownership of Company Viasoft Common Stock that which is not registered in the stock transfer books records of the CompanyViasoft, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay pays 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 Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person BLP Stockholder shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other customary provisions as Parent Cardinal may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentCardinal, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of BLP Common Stock formerly represented by such the Certificate shall have been converted pursuant to Section 2.08(c3.1(b), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company BLP Common Stock that is not registered in the stock transfer books of the CompanyBLP, the proper amount of cash may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such the 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 Taxes required by reason of the payment to a person other than the registered holder of such the Certificate or establish to the satisfaction of Parent Cardinal that such tax the Tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person MUSA Stockholder shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other customary provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of MUSA Common Stock formerly represented by such the Certificate shall have been converted pursuant to Section 2.08(c2.1(b), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company MUSA Common Stock that is not registered in the stock transfer books of the CompanyMUSA, the proper amount of cash may be paid in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such the Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such the Certificate or establish to the satisfaction of Parent that such tax the Tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each Certificate holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent Compass may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent for cancellation or to such other agent or agents as may be appointed by ParentCompass, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c2.01(a), and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 surrendered 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 Compass that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Common Stock (the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)3.01, and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer books records of the CompanyTarget, the proper amount of cash payment may be paid in exchange therefor made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Paying Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Shares (the "Certificates"), other than the Company, Parent, Sub and any wholly owned subsidiary of the Company, Parent or Sub, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and shall be in customary a form and have such other provisions as Parent and Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing the Parent Shares and any cash in lieu of a fractional Parent Share. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the amount number of cash whole Parent Shares into which the shares formerly Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.1 and any cash payable in lieu of a fractional Parent Share, and the Certificate so surrendered shall forthwith be cancelledcanceled. In If 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 Parent Shares are to be paid in exchange therefor issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered if registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment exchange shall pay any transfer or other taxes required by reason of the payment exchange to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. No interest Until surrendered as contemplated by this Section 2.2, each Certificate shall be paid or shall accrue on deemed at any time after the cash payable Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of Parent Shares and cash, if any, in lieu of fractional Parent Shares into which the Shares theretofore represented by such 2.1. The Exchange Agent shall not be entitled to vote or exercise any Certificaterights of ownership with respect to the Parent Shares held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented Shares (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationCash Consideration (less the Indemnity Escrow Amount). Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which Cash Consideration (less the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(cIndemnity Escrow Amount), and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.6, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Cash Consideration (less the Indemnity Escrow Amount). No interest shall will be paid or shall will accrue on the cash any amount payable upon the surrender of any Certificate. Acquiror or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Acquiror or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code") or under any provisions of state, local or foreign tax law. To the extent that amounts are properly withheld by Acquiror or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made by Acquiror or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective Time, the Paying Agent Surviving Corporation shall mail to each holder of record (other than the members of a Certificate the Investor Group) of Certificates not surrendered pursuant to Section 2.02(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specifyaddress specified therein) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive promptly in exchange therefor from the Paying Agent the amount of cash into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of the shares of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, upon making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Surviving Corporation will pay in exchange for such lost, stolen or destroyed Certificate, the cash payable in respect of the shares represented by such Certificate as determined in accordance with this Article II, except that when authorizing such payment, the Board of Directors of the Surviving Corporation, may, in its discretion and as a condition precedent to such payment, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Surviving Corporation or the Paying Agent with respect to such Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation, Parent or U.S. Parent shall cause the Paying Agent shall to mail to each holder of record of a Certificate that immediately prior to the Effective Time represented shares of Company Common Stock which were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other provisions as Parent or U.S. Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentfor cancelation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash Merger Consideration into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 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 and U.S. Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of Merger Consideration, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which equal to the shares formerly represented by Merger Consideration that such Certificate shall have been converted holder has the right to receive pursuant to Section 2.08(c3.01(d), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the proper amount of cash may be paid Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered 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 Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specifyspecify and which the Company shall reasonably approve) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the proper amount of cash may be paid Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered 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 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 Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person Person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent GGP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentGGP, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount applicable Merger Consideration in respect of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c1.7(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company JP Common Stock or Price Group Stock that is not registered in the stock transfer books of the CompanyJP, the proper amount of cash payment may be paid in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent GGP that such tax Tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash Merger Consideration, or unpaid dividends declared in respect of the JP Common Stock or Price Group Stock with a record date prior to the Effective Time and which remain unpaid at the Effective Time, payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Cardinal Health shall instruct the Paying Agent shall to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person ALARIS Stockholder shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other customary provisions as Parent Cardinal Health may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be reasonably appointed by ParentCardinal Health, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of ALARIS Common Stock formerly represented by such the Certificate shall have been converted pursuant to Section 2.08(c3.1(b), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company ALARIS Common Stock that is not registered in the stock transfer books of the CompanyALARIS, the proper amount of cash may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such the 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 Taxes required by reason of the payment to a person other than the registered holder of such the Certificate or establish to the satisfaction of Parent Cardinal Health that such tax the Tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time and in any event within five Business Days following the Effective Time, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (i) the "Certificates"), whose shares were converted into the right to receive such holder's ratable portion of the Merger Consideration, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person Person shall pass, only upon the proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions as specified by Parent for use in effecting the surrender exchange of the Certificates in exchange for the Merger Consideration, which shall be in form and substance reasonably satisfactory to the Company. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such all other documents as may reasonably be required by the Paying Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the amount Exchange Agent shall promptly distribute to such holder, the number of shares of Parent Common Stock (along with cash in lieu of fractional shares pursuant to Section 2.2(g)) into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c2.1(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person 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 Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be paid or deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall accrue on the cash payable upon surrender of any Certificatehave been converted pursuant to Section 2.1(c).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates a Certificate in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed completed, validly executed and validly executedauthenticated, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c3.1(c), and the Certificate so surrendered shall forthwith be cancelled. 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 surrendered 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 shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates a Certificate in exchange for the Merger ConsiderationConsideration with respect to each share of Company Common Stock formerly represented by such Certificate. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 surrendered 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 shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a Certificate or Certificates whose shares were converted into the Merger Consideration pursuant to Section 2.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and shall be in customary a form and have such other provisions as Parent Starwood may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificates, in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by ParentStarwood, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into Merger Consideration and any dividends or other distributions to which the shares formerly represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.08(c2.2(d), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Advisor Common Stock that which is not registered in the stock transfer books records of the CompanyAdvisor, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment either shall pay any transfer or other taxes required by reason of the such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Starwood that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d). No interest shall will be paid or shall will accrue on the cash payable applicable Merger Consideration upon the surrender of any CertificateCertificate or on any amount payable pursuant to Section 2.2(d) or Section 2.2(g).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall include an accompanying substitute IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which equal to the shares formerly represented by Merger Consideration that such Certificate shall have been converted holder has the right to receive pursuant to Section 2.08(c2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the proper amount of cash may be paid Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered 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 Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented Shares (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.01. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specifyspecify and which shall be reasonably acceptable to the Company) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which equal to the shares formerly represented by Merger Consideration that such Certificate shall have been converted holder has the right to receive pursuant to Section 2.08(c2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the proper amount of cash may be paid Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered 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 Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after (a) Promptly following the Effective Time, the Paying Agent Surviving Corporation shall mail or deliver to each holder of record of Stockholder a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpayment therefor. Upon surrender to the Buyer of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such a duly executed letter of transmittal, duly completed transmittal and validly executed, and such any other documents as may reasonably be required by the Paying Agentdocuments, the holder of Stockholder holding such Certificate shall be entitled to receive paid in exchange therefor the amount Per Share Preliminary Equity Consideration payable in respect of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)shares, and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 Such payments shall be paid in exchange therefor cash at the Closing (or in respect of Certificates surrendered after the Closing Date, on the date of such surrender) in immediately available funds by wire transfer to a person bank account designated by each Stockholder at least two days prior to the Closing. (b) Until surrendered as contemplated by Section 5.1, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a pro rata portion of the Preliminary Equity Consideration. No interest shall be paid or will accrue on the amount payable at the Effective Time upon surrender of a Certificate. If payment is to be made to a Stockholder other than the person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Stockholder 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 the Certificate surrendered or establish to the satisfaction of Parent that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent Surviving Corporation shall mail to each holder of record (other than the Investors) of a Certificate Certificates not surrendered pursuant to Section 2.02(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) address specified therein and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor from the Paying Agent the amount of cash into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of the shares of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate.. In the event any Certificate shall have been lost, stolen or destroyed, upon making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Surviving Corporation will pay in exchange for such lost, stolen or destroyed Certificate, the cash payable in respect of the shares represented by such Certificate as determined in accordance with this Article II, except that when authorizing such payment, the Board of Directors of the Surviving Corporation, may, in its discretion and as a condition precedent to such payment, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as

Exchange Procedure. As soon as reasonably practicable after the Effective Time (but in no event later than three business days after the Effective Time), the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) which were converted into the right to receive the Merger Consideration pursuant to Section 2.07 (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent, and shall be in customary such form and have such other provisions as Parent may are customary and reasonably specifyacceptable to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentfor cancelation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.07, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.08, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.07. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.. Table of Contents

Exchange Procedure. As soon as reasonably practicable after the Second Effective TimeTime but in no event later than the first business day following the Closing Date, the Paying Agent shall mail to each holder of record of a NGOP Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the NGOP Certificates held by such person shall pass, only upon proper delivery of the NGOP Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent Buyer and NGOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the NGOP Certificates in exchange for the NGOP Merger Consideration. Upon surrender of a NGOP Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentBuyer, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such NGOP Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c2.05(a), and the NGOP Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company an NGOP Common Stock Unit that is not registered in the stock partnership interest transfer books of the CompanyNGOP, the proper amount of cash may be paid in exchange therefor to a person other than the person in whose name the NGOP Certificate so surrendered is registered if such NGOP 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 NGOP Certificate or establish to the satisfaction of Parent Buyer that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any NGOP Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash the Cash Consideration and the number of CVRs into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c), and the Certificate so surrendered shall forthwith be cancelled. 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 Merger Consideration may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered 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 shall be paid or shall accrue on the cash Cash Consideration or the CVR(s) payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Purchaser shall instruct the Paying Agent shall to mail to each holder of record of a Certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person holder of Company Common Stock shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other provisions as Parent Purchaser may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be reasonably appointed by ParentPurchaser, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such the Certificate shall have been converted pursuant to Section 2.08(c3.1(b), and the Certificate so surrendered shall forthwith be cancelled. 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 Person other than the person Person in whose name the Certificate so surrendered is registered if such the Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such the Certificate or establish to the reasonable satisfaction of Parent Purchaser that such tax the Tax has been paid or is not applicable. No interest shall be paid or shall accrue on the any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable upon surrender of any Certificate.to holders of

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Alle▇ ▇▇▇tems will instruct the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1: (i) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates held by such person shall will pass, only upon proper delivery of the Certificates to the Paying Agent and shall will be in customary a form and have such other provisions as Parent Alle▇ ▇▇▇tems may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAlle▇ ▇▇▇tems, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)Merger Consideration, and the Certificate so surrendered shall will forthwith be cancelled. In the event of a transfer of ownership of Company Viasoft Common Stock that which is not registered in the stock transfer books records of the CompanyViasoft, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay pays any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which Merger Consideration that such holder has the shares formerly represented by such Certificate shall have been converted right to receive pursuant to Section 2.08(c3.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the proper amount of cash may be paid Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered if if, upon presentation to the Paying Agent, 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 Surviving Corporation that such tax has taxes have been paid or is are not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented Shares (the "CERTIFICATES"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Common Stock Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.5, and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.6, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (as hereinafter defined) or under any provisions of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made by the Parent or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented Shares (the "CERTIFICATES"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.01. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective Time, Compass shall instruct the Paying Agent shall to mail to each Certificate holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person Person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent Compass may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon Compass shall instruct that upon surrender of a Certificate for cancellation to the Paying Agent for cancellation or to such other agent or agents as may be appointed by ParentCompass, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c2.1(a), and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent Compass that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, ASG will instruct the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration: (i) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates held by such person shall will pass, only upon proper delivery of the Certificates to the Paying Agent and shall will be in customary a form and have such other provisions as Parent ASG may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentASG, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)Merger Consideration, and the Certificate so surrendered shall will forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the stock transfer books records of the CompanyLandmark, the proper amount of cash payment may be paid in exchange therefor made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay pays any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1: (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)Merger Consideration, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of the Company Common Stock that which is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the First Effective TimeTime but in no event later than the first business day following the Closing Date, the Paying Agent shall mail to each holder of record of a NGP Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the NGP Certificates held by such person shall pass, only upon proper delivery of the NGP Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent Buyer and NGP may reasonably specify) and (ii) instructions for use in effecting the surrender of the NGP Certificates in exchange for the NGP Merger Consideration. Upon surrender of a NGP Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentBuyer, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such NGP Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c1.06(a), and the NGP Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company NGP Common Stock that is not registered in the stock transfer books of the CompanyNGP, the proper amount of cash may be paid in exchange therefor to a person other than the person in whose name the NGP Certificate so surrendered is registered if such NGP 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 NGP Certificate or establish to the satisfaction of Parent Buyer that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any NGP Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent New York Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates a Certificate in exchange for the Merger ConsiderationConsideration with respect to each share of Company Common Stock formerly represented by such Certificate. The Paying Agent shall also establish customary procedures for electronic or in-person delivery of Certificates and payment therefor. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by ParentNew York Sub, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 surrendered 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 New York Sub that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate an outstanding certificate or outstanding certificates (“Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Per Share Amount or any higher price paid for any share of Company Common Stock pursuant to the Offer (the “Merger Consideration”) with respect thereto pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)cash, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of Upon a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash may be issued and paid as described in the previous sentence in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment of cash 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. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II. No interest shall be paid or shall accrue on the any cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive such holder's ratable portion of the Merger Consideration (the "CERTIFICATES"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon the proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as the Parent may reasonably specify) and (ii) instructions as specified by the Paying Agent or the Parent for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agentinstructions, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the Paying Agent shall promptly distribute to such holder, the amount of cash into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c2.1(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 the Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a ratable portion of the Merger Consideration, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(c). No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time (but in any event, no later than two Business Days after the Effective Time), the Surviving Corporation will cause the Paying Agent shall to mail to each Person who was, at the Effective Time, a holder of record of a Certificate Company Shares entitled to receive the Merger Consideration pursuant to Section 3.1(c), (i) a form of letter of transmittal for use in effecting the surrender of Certificates in order to receive payment of the Merger Consideration (which shall letter of transmittal will be in customary form and will specify that delivery shall will be effected, and risk of loss and title to the Certificates held by such person shall will pass, only upon proper delivery of the such Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger Considerationpursuant to such letter of transmittal. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the Paying Agent will pay from the Payment Fund to the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly Company Shares represented by such Certificate shall have been converted pursuant to Section 2.08(c)Certificate, or as otherwise directed in the letter of transmittal, the Merger Consideration for each Company Share formerly evidenced by such Certificate, and the such Certificate so surrendered shall will forthwith be cancelledcanceled. In No interest will be paid or will accrue on the event Merger Consideration payable upon surrender of any Certificate. If payment of the Merger Consideration is to be made to a transfer of ownership of Company Common Stock that Person other than the Person in whose name the surrendered Certificate is not registered in on the stock transfer books of the Company, the proper amount it will be a condition of cash may be paid in exchange therefor to a person other than the person in whose name payment that the Certificate so surrendered is registered if such Certificate shall will be endorsed properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay any will have paid all transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered or establish will have established to the satisfaction of Parent the Surviving Corporation that such tax has Taxes either have been paid or is are not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person Person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executedexecuted (or, if such shares of Company Common Stock are held in uncertificated, book-entry form, receipt of an “agent’s message” by the Paying Agent (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock, provided that the holders of any book-entry shares shall not be required to surrender any Certificates in connection with the procedures set forth in this Article III)), and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which Merger Consideration that such holder has the shares formerly represented by such Certificate shall have been converted right to receive pursuant to Section 2.08(c3.1(a)(iii), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the proper amount of cash may be paid Merger Consideration in exchange therefor may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if if, upon presentation to the Paying Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax has Taxes have been paid or is are not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent Surviving Corporation shall mail to each holder of record (other than the Investors) of a Certificate Certificates not surrendered pursuant to Section 2.02(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) address specified therein and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor from the Paying Agent the amount of cash into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of the shares of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 Surviving Corporation that such tax has been paid or is not applicable. No interest Until surrendered as contemplated by this Section 2.02, each Certificate shall be paid or shall accrue on the cash payable upon surrender of deemed at any Certificate.time after the

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent Rexam may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by ParentRexam, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 surrendered 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 Rexam that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of Book-Entry Shares and each holder of record of a Certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates or Book-Entry Shares, as applicable, to the Paying Agent and shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares, as applicable, in exchange for the Merger Consideration. Upon surrender of a Certificate or Book-Entry Shares, as applicable, for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book-Entry Shares, as applicable, shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly of Company Common Stock theretofore represented by such Certificate or Book-Entry Shares, as applicable, shall have been converted pursuant to Section 2.08(c2.01(c), and the Certificate or Book-Entry Shares, as applicable, so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate or Book-Entry Shares, as applicable, so surrendered is registered registered, if such Certificate or Book-Entry Shares, as applicable, 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 Book-Entry Shares, as applicable, or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate and any Book-Entry Shares, as applicable, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate or Book-Entry Shares, as applicable, have been converted pursuant to Section 2.01(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any CertificateCertificate or Book-Entry Shares.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably reason ably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash Merger Consideration into which the shares formerly represented by such Certificate of Company Common Stock shall have been converted pursuant to Section 2.08(c)3.1, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 Surviving Corporation that such tax has been paid or is not applicable. No interest At any time after the Effective Time, each Certificate shall be paid or shall accrue on deemed to represent only the cash payable right to receive, without interest, upon surrender the Merger Consideration into which the shares of any CertificateCompany Common Stock shall have been converted pursuant to Section 3.1.

Exchange Procedure. As soon as reasonably practicable Prior to or within thirty (30) days after the Effective Time, Parent shall appoint a company with an office in Poland to act as paying agent for the Merger (the “Paying Agent”), pursuant to a Paying Agent Agreement mutually acceptable to Parent and the Paying Agent (the “Paying Agent Agreement”). Promptly after the later of the Effective Time and the appointment of the Paying Agent, the Paying Agent shall mail transmit or make available to each holder of record (as of the Effective Time) of a Certificate (other than Parent) (i) a form of stock power and a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions form, reasonably satisfactory to Parent, as Parent may reasonably specify) shall determine, and (ii) instructions for use in effecting the surrender or transfer of the Certificates in exchange for the Merger Consideration. The Paying Agent shall follow such reasonable instructions as Parent shall provide in order to give effect to the provisions of this Section 2.02. The product of (A) the Merger Consideration, times (B) the total number of Dissenting Shares, shall be made available to the Paying Agent to be applied to payment in respect of such Dissenting Shares, pursuant to order of the Delaware Court of Chancery in an appraisal proceeding with respect to the Company or with the approval of Parent. If Merger Consideration shall be in excess of the amount payable in respect of each of such Dissenting Shares, such excess shall be distributed pro rata to the other of the Company’s pre-Merger stockholders (other than Parent). Upon surrender of a Certificate for cancellation to Parent or to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably be required requested by the Paying AgentParent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c2.01(b)(ii), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock shares that is not registered in the stock transfer books of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered 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 Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate, and the amount of cash payable to each Public Stockholder shall be net of any applicable withholding taxes.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented Shares (the "COMPANY CERTIFICATES"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates held by such person shall pass, only upon proper delivery of the Company Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger ConsiderationOffer Price as provided in SECTION 3.06(C) or the Preferred Offer Price as provided in SECTION 3.06(D), as the case may be. Upon surrender of a Company Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly Shares theretofore represented by such Company Certificate shall have been converted pursuant to Section 2.08(cSECTIONS 3.06(C) or 3.06(D), as the case may be, and the Company Certificate so surrendered shall forthwith be cancelledcanceled. 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 payment may be paid in exchange therefor made to a person Person other than the person Person in whose name the Company Certificate so surrendered is registered registered, if such Company Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Company Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this SECTION 3.07, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Company Certificate shall have been converted pursuant to SECTIONS 3.06(C) or 3.06(D), as the case may be. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Company Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates (the "CERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other provisions provisions, not inconsistent with this Agreement, as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents documents, not inconsistent with this Agreement, as may reasonably be required by Parent, Parent shall cause the Paying Agent, Agent to pay the holder of such Certificate shall be entitled to receive Certificates in exchange therefor cash in an amount equal to the amount Per Share Merger Consideration multiplied by the number of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c(other than Certificates representing Dissent Shares, Certificates representing shares of Company Common Stock held by Parent or Sub or in the treasury of the Company and Certificates representing shares of Company Common Stock held by any subsidiary of the Company or Parent (other than Sub)), without interest, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the ------------------ Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately ------------ prior to the Effective Time represented outstanding shares of Company Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify --------------- that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor cash in an amount equal to the amount product of cash into which (A) the number of shares formerly of Company Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)and (B) the Merger Consideration, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time (but in no event later than three business days after the Effective Time), the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) which were converted into the right to receive the Merger Consideration pursuant to Section 2.07 (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent, and shall be in customary such form and have such other provisions as Parent may are customary and reasonably specifyacceptable to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentfor cancelation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.07, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.08, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.07. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented Shares (the "Certificates"), other than the Company, Parent and any subsidiary of the Company or Parent, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary a form and have such other provisions as Parent may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c1.7(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 No interest will be paid in exchange therefor or will accrue on the cash payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the Certificate so surrendered is registered if registered, it shall be a condition of payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that 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 Surviving Corporation that such tax has been paid or is not applicable. No interest Until surrendered as contemplated by this Section 2.1, each Certificate shall be paid deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.7(c). Notwithstanding the foregoing, neither the Paying Agent nor any party shall be liable to a former shareholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. If any Certificates shall accrue not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any payment pursuant to this Section 2.1 would otherwise escheat to or become the cash payable upon surrender property of any Certificategovernmental body or agency) the payment in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. Any funds made available to the Paying Agent that remain unclaimed by holders of Certificates for six months after the Effective Time shall be delivered to the Surviving Corporation upon demand and any holder of Certificates who has not theretofore complied with this Section 2.1(c) shall thereafter look only to the Surviving Corporation for payment of their claim for Merger Consideration.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate an outstanding certificate or outstanding certificates ("Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Per Share Amount or any higher price paid for any share of Company Common Stock pursuant to the Offer (the "MERGER CONSIDERATION") with respect thereto pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)cash, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of Upon a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash may be issued and paid as described in the previous sentence in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment of cash 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. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II. No interest shall be paid or shall accrue on the any cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash Merger Consideration into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c1.08(c) or 1.08(d), and the Certificate so surrendered shall forthwith be cancelled. 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 Merger Consideration may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered 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 shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specifyspecify and the Company shall reasonably approve prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which equal to the shares formerly represented by Merger Consideration that such Certificate shall have been converted holder has the right to receive pursuant to Section 2.08(c2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. Subject to the terms of this Agreement, neither Parent nor Sub shall take any action that would prevent the Paying Agent from making payment of the Merger Consideration in accordance with its customary procedures. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the proper amount of cash may be paid Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered 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 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 Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash the Cash Consideration and the number of CVRs into which the shares formerly represented by such Certificate shall have been converted pursuant to Section SECTION 2.08(c), and the Certificate so surrendered shall forthwith be cancelled. 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 Merger Consideration may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered 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 shall be paid or shall accrue on the cash Cash Consideration or the CVR(s) payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate or Certificates, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash Merger Consideration into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)SECTION 3.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall (A) pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate Certificate, or (B) establish to the satisfaction of Parent the Surviving Corporation that such tax Tax has been paid or is otherwise not applicable. Until surrendered as contemplated by this SECTION 3.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to SECTION 3.01(c). No interest shall be paid or shall accrue on the cash any Merger Consideration payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent Parent shall mail cause to be mailed to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock (the "CERTIFICATES"), (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to Parent's transfer agent (the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) "TRANSFER AGENT")), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentTransfer Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Transfer Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate evidencing that number of whole shares of Parent Common Stock which such holder has the amount right to receive in respect of cash into which the shares of the Company Common Stock formerly represented evidenced by such Certificate shall have been converted (after taking into account all shares of the Company Common Stock then held of record by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.08(c2.2(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of the Company Common Stock that which is not registered in the stock transfer books records of the Company, a certificate representing the proper amount number of cash shares of Parent Common Stock may be paid in exchange therefor issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantee 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 issuance of shares of Parent Common Stock 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. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate evidencing whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(b). No interest shall will be paid or shall will accrue on the any cash payable upon surrender of any Certificatepursuant to Section 2.2(b) or 2.2(d).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail or cause to be mailed to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other provisions as Parent may reasonably specify, and that is reasonably acceptable to the Company, prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented Shares (the "CERTIFICATES"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)3.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. 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 payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.02, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates (the "CERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.7, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.7, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following the surrender of a Certificate, the related letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent. Until surrendered as contemplated by this Section 2.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.7. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.