Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paid.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the HQ Surviving Corporation shall cause will instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented evidenced outstanding shares of Xxxxx VANTAS Common Stock (the "Certificates") converted other than shares to be canceled pursuant to Section 2.01(a)(iii1(g)(ii)) into (the right to receive the Merger Price "Certificate"), (x1) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the HQ Surviving Corporation may reasonably specify) and (y2) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by the HQ Surviving Corporation, together with such a letter of transmittal transmittal, duly executed executed, and completed in accordance with its termssuch other customary documents as may be required pursuant to such instructions (collectively, the "Common Stock Transmittal Documents"), the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to its proportionate share of the Merger Price per Consideration payable pursuant to Section 1(g)(i) for each share of Xxxxx VANTAS Common Stock Stock, formerly represented therebyby such Certificate, which such holder has the right to receive pursuant to the provisions without any interest thereon, less any required withholding of this Article II (in accordance with applicable law)Taxes, and the Certificate so surrendered shall forthwith thereupon be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx shares of VANTAS Common Stock Stock, which is not registered in the transfer records of XxxxxVANTAS, the Merger Price Consideration payable pursuant to Section 1(g)(i) may be issued and paid in accordance with this Section 3 to a the transferee of such shares if the Certificate representing evidencing such Xxxxx shares of VANTAS Common Stock is presented to the Exchange Agent accompanied and is properly endorsed or otherwise in proper form for transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting payment of the Merger Consideration must either pay any transfer or other taxes required by all documents required reason of the payment to evidence, a person other than the registered holder of the Certificate so surrendered or establish to the satisfaction HQ Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Common Stock Transmittal Documents. In no event will interest be payable on the Merger Consideration. Until surrendered in accordance with this Section 3, each Certificate shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Merger Consideration for each share of VANTAS Common Stock formerly represented by such Certificate. The Exchange Fund shall not be used for any purpose other than as set forth in this Section 3. Any interest, dividends or other income earned on the investment of cash held in the Exchange Fund shall be for the account of the HQ Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paid.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Payment Agent to mail to each holder of record as of the Effective Time of a certificate or certificates which (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Xxxxx Company Common Stock (the "Certificates") which were converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price Consideration (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may Parent shall reasonably specify) and (yii) instructions for use in effecting the surrender exchange of the Certificates in exchange for the Merger PriceConsideration. Upon surrender of a Certificate for cancellation to the Exchange AgentPayment 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 completed in accordance with its termsthe instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (Consideration in accordance with applicable law)Section 2.5, and the Certificate so surrendered shall forthwith be canceledcancelled. In no event Until so surrendered, each outstanding Certificate will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive the Merger Consideration. No interest shall be paid or accrued on any cash payable upon the holder surrender of any Certificate be entitled to receive interest on any funds to be received in the MergerCertificates. In the event of a transfer of ownership of Xxxxx shares of Company Common Stock which is not registered in the transfer records of Xxxxxthe Company, the Merger Price Consideration may be issued paid to a the transferee only if (i) the Certificate Certificates representing such Xxxxx shares of Company Common Stock is presented surrendered to the Exchange Payment Agent in accordance with the terms hereof is properly endorsed for transfer or is accompanied by all documents required appropriate and properly endorsed stock powers and it is otherwise in proper form to evidenceeffect such transfer, (ii) the person requesting such transfer pays to the Payment Agent any transfer or other Taxes payable by reason of such transfer or establishes to the satisfaction of the Surviving CorporationPayment Agent that such Taxes have been paid or are not required to be paid, and (iii) such person establishes to the satisfaction of Parent that such transfer had properly occurred and that would not violate any applicable stock transfer taxes had been properly paidfederal or state securities Laws.

Exchange Procedures. Promptly (iand in any event within five Business Days) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Certificate and each holder of Xxxxx Common Stock record of Uncertificated Shares (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate or Uncertificated Shares shall pass, only upon delivery of the Certificates or Uncertificated Shares to the Exchange Paying Agent and shall be in such form and have such other provisions as the Surviving Corporation Parent may reasonably specify) and (yii) in the case of a holder of Certificates, instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration payable with respect thereto. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent, together with such letter of transmittal transmittal, duly executed and completed in accordance with its termscompleted, the holder of such Certificate shall be entitled to receive paid promptly in exchange therefor cash in an amount equal to the Merger Price per share of Xxxxx Common Stock represented thereby, which Consideration that such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)II, and the Certificate so surrendered shall immediately be cancelled. Upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be paid promptly in exchange therefor cash in an amount equal to the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Article II, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paid.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Shares (other than holders of Xxxxx Common Stock Excluded Shares) (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall shall, among other matters, specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery actual receipt of the Certificates to (or affidavits of loss in lieu thereof) by the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specifyAgent) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration due and payable to such holder. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor an a check in the amount equal (after giving effect to any required tax withholdings) of the Merger Price per share Consideration due and payable in respect of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), holder's Shares and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate No interest will be entitled to receive interest paid or accrued on any funds amount payable upon due surrender of the Certificates. All Merger Consideration paid upon surrender for exchange of Shares in accordance with the terms of this Agreement shall be deemed to be received have been paid in the Mergerfull satisfaction of all rights pertaining to such Shares. In the event of a transfer of ownership of Xxxxx Common Stock which Shares that is not registered in the transfer records of Xxxxxthe Company, a check for the Merger Price amount of cash to be paid upon due surrender of the Certificate may be issued delivered to such a transferee if the Certificate formerly representing such Xxxxx Common Stock Shares is presented to the Exchange Agent Agent, accompanied by all documents required by the Exchange Agent to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and to evidence that any applicable stock transfer taxes had have been properly paid.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail (or, in the case of any holder that appears at the applicable office of the Exchange Agent and so requests, to provide) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Certificate (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xa) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as the Surviving Corporation Parent may reasonably specify) specify and (yb) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger PriceConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsthe instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an a check (or, in the case of any holder that so requests, provides wire transfer instructions and offers to pay any reasonable cost of a wire transfer of immediately available funds) in the aggregate amount equal to the Merger Price per share Consideration multiplied by the number of Xxxxx shares of Company Common Stock formerly represented thereby, which by such holder has the right to receive Certificate less any required withholding of Taxes as provided in Section 3.8. No interest will be paid or will accrue on any cash payable pursuant to the provisions of this Article II (in accordance with applicable law), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Mergerpreceding sentence. In the event of a transfer of ownership of Xxxxx Company Common Stock which is not registered in the transfer records of Xxxxxthe Company, a check in the proper amount of cash for the appropriate Merger Price Consideration may be issued paid with respect to such Company Common Stock to such a transferee if the Certificate formerly representing such Xxxxx shares of Company Common Stock is presented to the Exchange Agent Agent, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and to evidence that any applicable stock transfer taxes had Taxes have been properly paidpaid or are not payable. The Exchange Fund shall not be used for any purpose other than as set forth in this Article III.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable At or after the Effective Time, each holder of an outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation shall cause each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior Surviving Corporation, be entitled to the Effective Time represented outstanding shares amount of Xxxxx Common Stock (the "Certificates") cash into which such holder’s Shares have been converted pursuant to Section 2.01(a)(iii) into this Agreement plus the right to receive after the Merger Price Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (xother than Excluded Shares) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title deemed at any time after the Effective Time to the Certificates shall pass, represent only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to upon such surrender the provisions of this Article II (Per Share Merger Consideration in accordance with applicable law)cash, and plus the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any funds to be received in amount payable upon due surrender of the MergerCertificates. In the event of a transfer of ownership of Xxxxx Common Stock which Shares that is not registered in the transfer records of Xxxxxthe Company, a check for any cash to be exchanged upon due surrender of the Merger Price Certificate may be issued to a such transferee if the Certificate formerly representing such Xxxxx Common Stock Shares is presented to the Exchange Agent Surviving Corporation, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and to evidence that any applicable stock transfer taxes had have been properly paidpaid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of a certificate Certificate or certificates which Certificates that immediately prior to the Effective Time represented outstanding shares of Xxxxx Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price Consideration pursuant to Section 2.01(c), (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation Parent may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal transmittal, duly executed executed, and completed in accordance with its termssuch other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an therefor, as promptly as practicable, the amount equal to of cash and the Merger Price per share number of Xxxxx whole shares of Parent Common Stock that the aggregate number of shares of Company Common Stock previously represented thereby, which by such holder has Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)receive, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Company Common Stock which that is not registered in the transfer records of Xxxxxthe Company, the Merger Price payment may be issued made to a transferee if person other than the person in whose name the Certificate representing so surrendered is registered, if such Xxxxx Common Stock is presented 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 Exchange Agent accompanied by all documents required to evidence, registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation, Parent that such transfer had properly occurred and that tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any applicable stock transfer taxes had time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been properly paidconverted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which an outstanding share of Common Stock immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates formerly representing shares of Common Stock immediately prior to the Effective Time (the “Certificates”) shall pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof, together with any bond as contemplated by Section 2.7(h)) to the Exchange Paying Agent and which shall be in such the form and have such other provisions as the Surviving Corporation or Paying Agent may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the payment of the Merger PriceConsideration to be made to the holder thereof pursuant to Section 2.6. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent, together with such a letter of transmittal duly completed and validly executed and completed in accordance with its termsthe instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive promptly in exchange therefor an amount equal to the Merger Price per Consideration for each share of Xxxxx Common Stock formerly represented thereby, which by such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), Certificate and the such Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. No interest shall be canceled. In no event shall paid or accrued for the holder benefit of any Certificate be entitled to receive interest on any funds to be received in holders of the Merger. In the event shares of a transfer of ownership of Xxxxx Common Stock which is not registered in or on the transfer records consideration payable upon the surrender of Xxxxx, the Merger Price may be issued to a transferee if the Certificate formerly representing such Xxxxx shares of Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidStock.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Certificates, (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates shall pass, only upon delivery of the such Certificates to the Exchange Agent and shall be in such form and have such other provisions as Crane and the Surviving Corporation Company may reasonably specify) and (yii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger PriceConsideration. Upon surrender of such a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Crane, together with such letter of transmittal transmittal, duly executed executed, and completed in accordance with its termssuch other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share of Xxxxx Common Stock represented thereby, cash which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)II, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Company Common Stock which that is not registered in the transfer records of Xxxxxthe Company, cash may be paid 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. Until surrendered as contemplated by this Section 2.02(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 Price may be issued Consideration which the holder thereof has the right to a transferee if the receive in respect of such Certificate representing such Xxxxx Common Stock is presented pursuant to the Exchange Agent accompanied by all documents required other provisions of this Article II. No interest will be paid or will accrue on cash payable to evidence, holders of Certificates pursuant to the satisfaction provisions of this Article II. Crane shall pay the charges and expenses of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidExchange Agent.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates or evidence of shares held in book-entry form which immediately prior to the Effective Time represented outstanding shares of Xxxxx Seller Common Stock (the "“Certificates"”) whose shares were converted pursuant to Section 2.01(a)(iii3.1(c) into the right to receive the Merger Price Consideration (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as the Surviving Corporation Parent may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration. Upon surrender of a Certificate for cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal transmittal, duly executed executed, and completed in accordance with its termssuch other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an amount cash equal to the Merger Price per share Consideration payable in respect of Xxxxx the shares of Seller Common Stock previously represented thereby, which by such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)Certificate, and the Certificate so surrendered shall forthwith immediately be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Mergercancelled. In the event of a transfer of ownership of Xxxxx Seller Common Stock which is not registered in the transfer records of Xxxxxthe Seller, the Merger Price payment may be issued made to a transferee if Person other than the Person in whose name the Certificate representing so surrendered is registered, if such Xxxxx Common Stock Certificate is presented to the Exchange Agent Paying Agent, accompanied by all documents reasonably required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and by evidence that any applicable stock transfer taxes had have been properly paid. Until surrendered as contemplated by this Section 3.3, 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 be paid or accrue on any cash payable upon surrender of any Certificate.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon promptly as reasonably practicable practicable, but in no event more than three Business Days after the Effective Time, the Surviving Corporation shall Parent will cause the Exchange Agent to mail send to each record holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Certificate, (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as substance reasonably satisfactory to the Surviving Corporation may reasonably specifyCompany and Parent) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger PriceConsideration. Upon Each holder of a Certificate, upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal transmittal, duly executed executed, and completed in accordance with its termssuch other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the applicable Merger Price per share Consideration (including in respect of Xxxxx any cash payment in lieu of fractional shares of Parent Common Stock represented thereby, which such holder has the right to receive pursuant to Section 2.5, if any, or dividends or other distributions to which holders are entitled pursuant to Section 2.3, if any), into which the provisions aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Article II (Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with applicable law), and the Certificate so surrendered shall forthwith normal exchange practices. No interest will be canceled. In no event shall the holder of any Certificate be entitled to receive interest paid or will accrue on any funds cash payable pursuant to be received in the MergerSection 2.3 or Section 2.5. In the event of a transfer of ownership of Xxxxx Company Common Stock which is not registered in the transfer records of Xxxxxthe Company, the applicable Merger Price Consideration, a check in the proper amount of any cash payment, dividends or other distributions to which such holder is entitled pursuant to Section 2.3 or Section 2.5, may be issued with respect to such Company Common Stock to such a transferee only if the Certificate representing such Xxxxx shares of Company Common Stock is presented to the Exchange Agent Agent, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and to evidence that any applicable stock transfer taxes had have been properly paid.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Closing Time, the Surviving Corporation shall cause the Exchange Agent to mail be delivered, to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") converted which immediately prior to the Closing Time represented outstanding Lanacom Common Shares whose shares were exchanged for Class A Shares upon the Amalgamation and changed into Exchangeable Shares pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price 1.5, (x) i), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation BackWeb Parent may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Exchangeable Shares. No certificates shall be issued by the Merger PriceSurviving Corporation in respect of any Class A Shares. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such agent or agents as may be appointed by BackWeb Parent, together with such letter of transmittal transmittal, duly completed and validly executed and completed in accordance with its termsthe instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal a certificate representing the number of whole Exchangeable Shares issued to such holder pursuant to Section 1.5 (subject to the Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to the escrow provisions of this Section 1.9 and Article II (in accordance with applicable law), VII) and the Certificate so surrendered shall forthwith be canceled. In no event shall Until so surrendered, each outstanding Certificate that, prior to the holder of any Certificate Closing Time, represented Lanacom Common Shares, will be entitled deemed from and after the Closing Time, to evidence only the right to receive interest on any funds to be received Exchangeable Shares in the Merger. In the event respect of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing each such Xxxxx Common Stock is presented share (subject to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction escrow provisions of the Surviving Corporation, that such transfer had properly occurred Section 1.9 and that any applicable stock transfer taxes had been properly paidArticle VII).

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon promptly as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail will send to each record holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Certificate, (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other provisions as the Surviving Corporation Parent may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration. Upon As soon as reasonably practicable after the Effective Time, each holder of a Certificate, upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal transmittal, duly executed executed, and completed in accordance with its termssuch other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an a check in the amount equal to the Merger Price per share cash amount of Xxxxx Common Stock represented therebythe Merger Consideration (after giving effect to any required tax withholdings), which such holder has the right to receive pursuant to Section 1.8. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the provisions of this Article II (Exchange Agent may impose to effect an orderly exchange thereof in accordance with applicable law), and the Certificate so surrendered shall forthwith normal exchange practices. No interest will be canceled. In no event shall the holder of any Certificate be entitled to receive interest paid or will accrue on any funds to be received in cash payable upon due surrender of the MergerCertificates. In the event of a transfer of ownership of Xxxxx Company Common Stock which is not registered in the transfer records of Xxxxxthe Company, the Merger Price may Consideration with respect to such Company Common Stock shall be issued paid to such a transferee only if the Certificate representing such Xxxxx shares of Company Common Stock is presented to the Exchange Agent Agent, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and to evidence that any applicable stock transfer taxes had have been properly paid.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which an outstanding share of Common Stock immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates formerly representing shares of Common Stock immediately prior to the Effective Time (the “Certificates”) shall pass, only upon proper delivery of the such Certificates to the Exchange Paying Agent and which shall be in such the form and have such other provisions as the Surviving Corporation or Paying Agent may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the payment of the Merger PriceConsideration to be made to the holder thereof pursuant to Section 2.6. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent, together with such a letter of transmittal duly completed and validly executed and completed in accordance with its termsthe instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive promptly in exchange therefor an amount equal to the Merger Price per Consideration for each share of Xxxxx Common Stock formerly represented thereby, which by such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), Certificate and the such Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to affect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be canceled. In no event shall paid or accrued for the holder benefit of any Certificate be entitled to receive interest on any funds to be received in holders of the Merger. In the event shares of a transfer of ownership of Xxxxx Common Stock which is not registered in or on the transfer records consideration payable upon the surrender of Xxxxx, the Merger Price may be issued to a transferee if the Certificate formerly representing such Xxxxx shares of Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidStock.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Southwest shall cause instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate whose shares of Xxxxx AirTran Common Stock (the "Certificates") were converted pursuant to Section 2.01(a)(iii2.1(c) into the right to receive the Merger Price (x) Consideration a letter of transmittal (which shall (i) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify(ii) and (y) provide instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal in exchange for the Merger PriceConsideration. Upon proper surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly completed and validly executed and completed in accordance with its termsthe instructions thereto, and such other documents as may be required pursuant to the instructions thereto or by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share (i) shares of Xxxxx Southwest Common Stock represented thereby, which representing that number of whole shares of Southwest Common Stock that such holder has the right to receive pursuant to Section 2.1 in respect of the provisions aggregate number of this Article II shares of AirTran Common Stock previously represented by such Certificate and (ii) a check representing the aggregate amount of cash that such holder has the right to receive in accordance with applicable lawrespect of the aggregate number of shares of AirTran Common Stock previously represented by such Certificate pursuant to Section 2.1, including cash payable in lieu of fractional shares of Southwest Common Stock pursuant to Section 2.5(e) and in respect of any dividends or other distributions that the holder has the right to receive pursuant to Section 2.5(c), and the Certificate so surrendered shall forthwith immediately be canceled. In no event shall the holder The Exchange Agent will not accept guarantee of any delivery of a Certificate be entitled to receive interest on any funds to be received in the Mergerlieu of actual delivery. In the event of a transfer of ownership of Xxxxx AirTran Common Stock which that is not registered in the transfer records of XxxxxAirTran, (i) shares of Southwest Common Stock representing the Merger Price proper number of shares of Southwest Common Stock pursuant to Section 2.1 and (ii) a check representing the proper amount of cash pursuant to Section 2.1, including cash payable in lieu of fractional shares of Southwest Common Stock pursuant to Section 2.5(e) and in respect of any dividends or other distributions that the holder has the right to receive pursuant to Section 2.5(c), may be issued delivered to a transferee if the Certificate representing such Xxxxx AirTran Common Stock is presented to the Exchange Agent Agent, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and by evidence that any applicable stock transfer taxes had Taxes have been properly paid. Until surrendered as contemplated by this Section 2.5(b), each Certificate shall be deemed at any time at and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder of such Certificate has the right to receive in respect of such Certificate. No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares of Southwest Common Stock, or on any unpaid dividends or other distributions payable to holders of Certificates.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Certificates, (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in such the form and have such other customary provisions as Parent and the Surviving Corporation may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Pricecash (pursuant to Section 2.7) to be received by the holder thereof pursuant to this Agreement. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent, together with such a letter of transmittal duly completed and validly executed and completed in accordance with its termsthe instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive promptly in exchange therefor an amount equal to the Merger Price per Consideration for each share of Xxxxx Company Common Stock formerly represented therebyby such Certificate, which such holder has the right to receive pursuant to the provisions be mailed within three (3) Business Days of this Article II (in accordance with applicable law)receipt thereof, and the Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be canceledpaid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. In At the Effective Time, the stock transfer books of the Company shall be closed and thereafter, there shall be no event shall the holder further registration of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event transfers of a transfer shares of ownership of Xxxxx Company Common Stock which is not registered in theretofore outstanding on the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is Company. If Certificates are presented to the Exchange Agent accompanied by all documents required Company for transfer following the Effective Time, they shall be canceled against delivery of the Merger Consideration. All cash paid upon conversion of shares of Company Common Stock in accordance with the terms of this Article II shall be deemed to evidence, to the have been paid in full satisfaction of the Surviving Corporation, that all rights pertaining to such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidshares of Company Common Stock.

Exchange Procedures. (ia) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Legacy shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) WPC Stockholder a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of certificates representing shares of WPC Common Stock outstanding immediately prior to the Certificates Effective Time (the "Certificates") in exchange for appropriate and customary form with such provisions as the board of directors of Legacy after the Merger Pricemay reasonably specify. Upon surrender of a Certificate for cancellation to the Exchange AgentLegacy, together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsproperly executed, the holder of such Certificate shall be entitled to receive in exchange therefor an amount therefore a certificate representing that number of shares of Legacy Common Stock as is equal to the Merger Price per share product of Xxxxx the number of shares of WPC Common Stock represented therebyby the certificate multiplied by the Conversion Amount, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance together with applicable law)any dividends and other distributions payable hereof, and the Certificate so surrendered shall forthwith be canceled. In Until surrendered as contemplated by this Section 1.04, each Certificate shall, at and after the Effective Time, be deemed to represent only the right to receive, upon surrender of such Certificate, Legacy Common Stock as contemplated by this Section 1.04, and the holders thereof shall have no event rights whatsoever as stockholders of Legacy. Shares of Legacy Common Stock issued in the Merger shall the holder of any Certificate be entitled to receive interest on any funds issued, and be deemed to be received in outstanding, as of the MergerEffective Time. In the event Legacy shall cause all such shares of a transfer of ownership of Xxxxx Legacy Common Stock which is not registered in the transfer records of Xxxxx, issued pursuant to the Merger Price may to be issued duly authorized, validly issued, fully paid and non-assessable and not subject to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidpreemptive rights.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Paying Agent to mail (and, if permitted by the Paying Agent, to make available for collection by hand) to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Certificates, (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in such the form and have such other customary provisions as Parent and the Surviving Corporation may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Pricecash (pursuant to Section 2.7) to be received by the holder thereof pursuant to this Agreement. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent, together with such a letter of transmittal duly completed and validly executed and completed in accordance with its termsthe instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive promptly in exchange therefor an amount equal to the Merger Price per Consideration for each share of Xxxxx Company Common Stock formerly represented therebyby such Certificate, which such to be mailed (or made available for collection by hand if so elected by the surrendering holder has of a Certificate; provided, that payment by hand is permitted by the right to receive pursuant to the provisions Paying Agent) within three (3) Business Days of this Article II (in accordance with applicable law)receipt thereof, and the Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be canceledpaid or accrued for the benefit of the Holders on the Merger Consideration payable upon the surrender of the Certificates. In At the Effective Time, the stock transfer books of the Company shall be closed, and thereafter there shall be no event shall the holder further registration of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event transfers of a transfer shares of ownership of Xxxxx Company Common Stock which is not registered in theretofore outstanding on the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is Company. If Certificates are presented to the Exchange Agent accompanied by all documents required Company for transfer following the Effective Time, they shall be canceled against delivery of the Merger Consideration. All cash paid upon conversion of shares of Company Common Stock in accordance with the terms of this Article II shall be deemed to evidence, to the have been paid in full satisfaction of all rights of the Surviving Corporation, that respective Holders pertaining to such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidshares of Company Common Stock.

Exchange Procedures. (ia) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation SPAH shall cause the exchange agent selected by SPAH, which shall be an independent transfer agent or trust company (the “Exchange Agent Agent”) to mail to each holder the former stockholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) a letter of FFC appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates or other instruments theretofore representing shares of FFC Common Stock shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon surrender of a Certificate for cancellation certificates to the Exchange Agent, together with such letter ). The certificate or certificates of transmittal duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share of Xxxxx FFC Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), and the Certificate so surrendered shall forthwith be canceled. In no event shall duly endorsed as the holder of any Certificate be entitled to receive interest on any funds to be received in the MergerExchange Agent may reasonably require. In the event of a transfer of ownership of Xxxxx shares of FFC Common Stock which is represented by certificates that are not registered in the transfer records of XxxxxFFC, the Merger Price Consideration payable for such shares as provided in Section 3.1 may be issued to a transferee if the Certificate certificates representing such Xxxxx Common Stock is presented shares are delivered to the Exchange Agent Agent, accompanied by all documents required to evidence, evidence such transfer and by evidence reasonably satisfactory to the satisfaction of the Surviving Corporation, Exchange Agent that such transfer had properly occurred is proper and that any applicable stock transfer taxes had Taxes have been properly paid. In the event any certificate representing FFC Common Stock certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as SPAH may reasonably direct, or an indemnification agreement reasonably acceptable to SPAH, as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration as provided for in Section 3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. SPAH shall pay all charges and expenses, including those of the Exchange Agent in connection with the distribution of the Merger Consideration as provided in Section 3.1.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable practical after the Effective Time, the Surviving Corporation LLIT shall mail (or cause the Exchange Agent to mail be mailed) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Newegg Shares: (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may LLIT and Newegg mutually and reasonably specify) ); and (yii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger PriceConsideration. Upon proper surrender of a Certificate or Book-Entry Share for exchange and cancellation to the Exchange AgentLLIT or to such agents as may be appointed by LLIT, together with such letter of transmittal transmittal, duly executed executed, and completed in accordance with its termsany other documents as may be reasonably required, the holder of such Certificate Newegg Shares shall be entitled to receive in exchange therefor an amount equal the LLIT Exchange Shares together with the Cash Payment, if applicable, to the Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right is entitled to receive pursuant to the provisions of this Article II (in accordance with applicable lawunder Section 1.6(b), and the Newegg Shares formerly represented by such Certificate so surrendered or Book-Entry Shares shall forthwith be canceled. In no event Until surrendered as contemplated by this Section 1.7, (x) each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the LLIT Exchange Shares as contemplated by Section 1.6(b) and (y) a holder of Newegg Shares shall not receive any dividends or distributions in respect of any such corresponding LLIT Exchange Shares which they may otherwise be entitled to; provided that once the Newegg Shares are properly surrendered, the holder of shall receive, without interest, any Certificate be dividends or distributions with a record date after the Closing Date and payable with respect to such LLIT Exchange Shares, if any, they are entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidreceive.

Exchange Procedures. (ia) The record date for Surviving Corporation shall designate its transfer agent to act as the purposes of the transactions contemplated hereby shall be the Closing Date"Exchange Agent" under this Plan. As soon as reasonably is practicable after the Effective TimeDate, the Surviving Corporation shall cause the Exchange Agent to shall mail or deliver, to each record holder of record of a an outstanding certificate or certificates which that immediately prior to before the Effective Time Date represented outstanding shares of Xxxxx CTC Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) a letter of transmittal (which shall specify that delivery shall be effectedStock, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of such certificate to the Certificates in exchange for the Merger PriceExchange Agent. Upon the surrender of such certificate to the Exchange Agent in accordance with such instructions, the Exchange Agent shall exchange such certificate for a Certificate for cancellation new certificate representing such number of shares of the Surviving Corporation Common Stock into which the shares of CTC Common Stock represented by such certificate have been converted in accordance with this Agreement, which shall be promptly delivered to the holder thereof (or in accordance with instructions provided by the holder thereof). In addition, upon the surrender by NCO of each outstanding certificate that immediately before the Effective Date represented shares of Portfolio Common Stock to the Exchange Agent, together with the Exchange Agent shall exchange such letter certificate(s) for a new certificate(s) representing such number of transmittal duly executed and completed shares of the Surviving Corporation Common Stock into which the shares of Portfolio Common Stock represented by such certificate(s) have been converted in accordance with its termsthis Agreement, the holder of such Certificate which shall be entitled promptly delivered to receive in exchange therefor an amount equal to the Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (NCO. Until surrendered in accordance with applicable law)the foregoing, and each outstanding certificate that immediately before the Certificate so surrendered Effective Date represented shares of CTC Common Stock or Portfolio Common Stock, as the case may be, shall forthwith be canceled. In no event shall the holder of any Certificate be entitled deemed to receive interest on any funds to be received in the Merger. In the event of a transfer of evidence ownership of Xxxxx the number of shares of Surviving Corporation Common Stock into which is not registered in the transfer records shares of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx CTC Common Stock is presented to or Portfolio Common Stock, as the Exchange Agent accompanied case may be, represented by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had certificate(s) have been properly paidconverted in accordance with this Agreement.

Exchange Procedures. (ia) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable Promptly after the Effective TimeTime of the Holding Company Merger, the Surviving Corporation Buyer shall cause the Exchange Agent exchange agent selected by the Buyer (the "EXCHANGE AGENT"), subject to the reasonable satisfaction of the Company, which may be an Affiliate of the Buyer, to mail to each holder the shareholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) a letter of Company appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing shares of the Company prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent). After such Effective Time, each holder of Company Shares issued and outstanding at such Effective Time (other than any of such shares held by the Buyer or any Affiliate thereof or canceled pursuant to SECTION 2.2(C)) shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the promptly upon surrender of the Certificates in exchange for the Merger Price. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to thereof receive in exchange therefor an amount equal the number of shares of the Buyer's Stock to the Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right is entitled hereunder, plus any cash payments to which such holder is entitled hereunder in respect of rights to receive pursuant fractional shares. The Buyer shall not be obligated to deliver any of such payments in cash or stock until such holder surrenders the provisions of this Article II (in accordance with applicable law), and the Certificate certificate(s) representing such holder's Company Shares. The certificate(s) so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to duly endorsed as the Exchange Agent accompanied by all documents required may require. Any other provision of this Agreement notwithstanding, neither the Buyer nor the Exchange Agent shall be liable to evidence, any holder of Company Shares for any amounts paid or properly delivered in good faith to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that a public official pursuant to any applicable stock transfer taxes had been properly paidabandoned property Law.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record of a certificate or certificates which (the "Certificates") that immediately prior to the ------------ Effective Time represented outstanding shares of Xxxxx Target Common Stock, the shares of which were converted into shares of Acquiror Common Stock (the "Certificates"and cash in lieu of fractional shares) converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price 1.6, (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall be in such customary form and have such other customary provisions as the Surviving Corporation Acquiror may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Pricecertificates representing shares of Acquiror Common Stock (and cash in lieu of fractional shares). Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal transmittal, duly completed and validly executed and completed in accordance with its termsthe instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to a certificate representing the Merger Price per share number of Xxxxx whole shares of Acquiror Common Stock represented thereby, which and payment in lieu of fractional shares that such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)Section 1.6, and the Certificate so surrendered shall forthwith be canceledcancelled. In no event Until so surrendered, each Certificate will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the holder right to receive an amount in cash in lieu of the issuance of any Certificate be entitled to receive interest on any funds to be received fractional shares in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidaccordance with Section 1.6.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Company Common Stock (the "Certificates") whose shares are converted pursuant to Section 2.01(a)(iii2.01(c) into the right to receive the Merger Price Consideration (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the portion of the Merger Price per share of Xxxxx Common Stock represented thereby, Consideration which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)II, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds portion of the Merger Consideration to be received in the Merger. In the event of a transfer of ownership of Xxxxx Company Common Stock which is not registered in the transfer records of Xxxxxthe Company, the portion of the Merger Price Consideration which is payable with respect to such shares of Company Common Stock may be issued paid to a transferee if the Certificate representing such Xxxxx Company Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and by evidence that any applicable stock transfer taxes had have been properly paid. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time for all corporate purposes of the Company to represent only the right to receive that portion of the Merger Consideration payable in connection therewith pursuant to the Merger.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon promptly as reasonably practicable after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate whose shares of Xxxxx Company Common Stock (the "Certificates") were converted pursuant to Section 2.01(a)(iii) into the right to receive the applicable portion of the Closing Merger Price Consideration pursuant to Section 2.01(c), (xi) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and such transmittal letter shall be in such customary form and shall have such other provisions as the Surviving Corporation Parent may reasonably specify) and (yii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the applicable portion of the Closing Merger PriceConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly executed completed and completed in accordance with its termsvalidly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to a check for the applicable portion of the Closing Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive Consideration pursuant to the provisions of this Article II (in accordance with applicable law)II, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx shares of Company Common Stock which that is not registered in the transfer records of Xxxxxthe Company, a check for the applicable portion of the Closing Merger Price Consideration may be issued to a transferee if person other than the person in whose name the Certificate representing such Xxxxx Common Stock so surrendered is presented registered, if, upon presentation to the Exchange Agent accompanied Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. Until surrendered as contemplated by all documents required this Section 2.01(b), each Certificate shall be deemed at any time after the Effective Time to evidence, represent only the right to receive upon such surrender the satisfaction applicable portion of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidClosing Merger Consideration.

Exchange Procedures. (ia) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation CBAC shall cause the exchange agent selected by CBAC (the “Exchange Agent Agent”) to mail to each holder the former stockholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) a letter of TFC appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates or other instruments theretofore representing shares of TFC Common Stock shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon surrender of a Certificate for cancellation certificates to the Exchange Agent, together with such letter ). The certificate or certificates of transmittal duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share of Xxxxx TFC Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), and the Certificate so surrendered shall forthwith be canceled. In no event shall duly endorsed as the holder of any Certificate be entitled to receive interest on any funds to be received in the MergerExchange Agent may reasonably require. In the event of a transfer of ownership of Xxxxx shares of TFC Common Stock which is represented by certificates that are not registered in the transfer records of XxxxxTFC, the Merger Price Consideration payable for such shares as provided in Section 3.1 may be issued to a transferee if the Certificate certificates representing such Xxxxx Common Stock is presented shares are delivered to the Exchange Agent Agent, accompanied by all documents required to evidence, evidence such transfer and by evidence reasonably satisfactory to the satisfaction of the Surviving Corporation, Exchange Agent that such transfer had properly occurred is proper and that any applicable stock transfer taxes had have been properly paid. In the event any certificate representing TFC Common Stock certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as CBAC may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration as provided for in Section 3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. CBAC shall pay all charges and expenses, including those of the Exchange Agent in connection with the distribution of the Merger Consideration as provided in Section 3.1.

Exchange Procedures. Promptly (iand in any event within ten Business Days) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Buyer shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which certificate, which, immediately prior to the Effective Time Time, represented outstanding shares of Xxxxx Company Common Stock (the "Certificates"each, a “Certificate”) converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as the Surviving Corporation may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration payable with respect thereto, provided that the Buyer shall assist the Company in developing arrangements for the delivery of such materials at Closing to significant shareholders of the Company to facilitate the payment of Merger Consideration to such shareholders immediately following the Effective Time. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, properly completed and duly executed executed, and completed in accordance with its termssuch other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive paid promptly in exchange therefor cash in an amount equal to the Merger Price per share of Xxxxx Common Stock represented thereby, which Consideration that such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)II, and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In no event shall the holder of any Certificate No interest will be entitled to receive interest paid or accrued on any funds Merger Consideration payable to be received in the Mergerholders of Certificates. In the event of a transfer of ownership of Xxxxx Company Common Stock which that is not registered in the transfer records of Xxxxxthe Company, the Merger Price Consideration may be issued paid to a transferee if person other than the person in whose name the Certificate representing so surrendered is registered, if such Xxxxx Common Stock Certificate is presented properly endorsed or otherwise in proper form for transfer and delivered to the Exchange Agent accompanied by with all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and evidence that any applicable stock transfer taxes had have been properly paid. 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 as contemplated by this Section 2.2.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective TimeTime and in any event within five business days of the Closing Date, Parent and the Surviving Corporation Company shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01(a)(iii2.1(a)(ii) into the right to receive the Merger Price (x) Consideration a letter of transmittal and other customary transmittal materials (collectively, the "Letter of Transmittal") which shall (A) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation parties may reasonably specify) agree upon prior to the Effective Time, and (yB) provide instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Price. Upon surrender Consideration, the Fractional Share Cash Amount and any dividends or other distributions to which such holder of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and completed Certificates or Book-Entry Shares becomes entitled in accordance with its termsSection 2.2(e). Parent shall mail, or cause to be mailed, the holder Letter of such Certificate shall be entitled Transmittal to receive in exchange therefor an amount equal all persons who are holders of shares of Company Common Stock as of the record date for the special meeting of the Company’s shareholders to approve the Merger Price per share (the “Company Record Date”). Parent shall use commercially reasonable efforts to make, or cause to be made, the Letter of Xxxxx Transmittal available to all persons who become holders of record (or beneficial owners) of shares of Company Common Stock represented thereby, which such holder has during the right to receive pursuant to period between the provisions of this Article II (in accordance with applicable law), Company Record Date and the Certificate so surrendered shall forthwith be canceled. In no event shall close of business on the holder of any Certificate be entitled to receive interest date that is six (6) business days immediately preceding the Effective Time (or on any funds to be received in such other date as the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidParties mutually agree).

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which an outstanding share of Company Common Stock immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates formerly representing shares of Company Common Stock immediately prior to the Effective Time (the "Certificates") shall pass, only upon proper delivery of the such Certificates to the Exchange Paying Agent and which shall be in such the form and shall have such other provisions as the Surviving Corporation or Paying Agent may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the payment of the Merger PriceConsideration to be made to the holder thereof pursuant to Section 2.01. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent, together with such a letter of transmittal duly completed and validly executed and completed in accordance with its termsthe instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive promptly in exchange therefor an amount equal to the Merger Price per Consideration for each share of Xxxxx Company Common Stock formerly represented thereby, which by such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), Certificate and the such Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be canceled. In no event shall paid or accrued for the holder benefit of any Certificate be entitled to receive interest on any funds to be received in holders of the Merger. In the event shares of a transfer of ownership of Xxxxx Company Common Stock which is not registered in or on the transfer records consideration payable upon the surrender of Xxxxx, the Merger Price may be issued to a transferee if the Certificate formerly representing such Xxxxx shares of Company Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidStock.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Buyer shall cause instruct the Exchange Agent to mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Certificates, (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation Buyer may reasonably specify) and (yii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the Merger Pricecash. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent or to such other agent or agents as may be appointed by Buyer together with such letter of transmittal transmittal, duly executed executed, and completed in accordance with its termssuch other customary documents as may be required pursuant to such instructions (collectively, the "Transmittal Documents"), the holder of such Certificate shall be entitled to receive in exchange therefor an the amount equal to the Merger Price per share of Xxxxx Common Stock represented thereby, in cash which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), Section 2.1(a) and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock DOCP Shares which is not registered in the transfer records of XxxxxDOCP, the Merger Price applicable Exchange Fund cash may be issued paid in accordance with this Article II to a transferee only if the Certificate representing evidencing such Xxxxx Common Stock transferred DOCP Shares is presented to the Exchange Agent Agent, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and by evidence that any applicable stock transfer taxes had have been properly paid. Exchange Fund cash shall be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents, and Exchange Fund cash payments may be made by check (unless otherwise required by a depositary institution in connection with the book-entry delivery of securities). No interest shall be payable on any Exchange Fund cash to be delivered in respect of DOCP Shares regardless of any delay in making payments. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed, at any time after the Effective Time, to evidence only the right to receive, upon such surrender, the applicable Exchange Fund cash.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, GT will instruct the Surviving Corporation shall cause the Exchange Transfer Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Company Common Stock (and the "Certificates") Redeemable Preferred Stock which were converted into GT Common Stock and GT Preferred Stock, respectively, pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price 1.6 hereof (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Transfer Agent and shall be in such form and have such other provisions as the Surviving Corporation GT may reasonably specify) ), and (yii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the Merger Pricecertificates evidencing shares of GT Common Stock or GT Preferred Stock, as the case may be, cash in lieu of fractional shares in accordance with Section 1.6(f) and any dividends or distributions in accordance with Section 1.7(c). Upon surrender of a Certificate for cancellation to the Exchange Agent, Transfer Agent together with such letter of transmittal transmittal, duly executed executed, and completed in accordance with its termssuch other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share (A) certificates evidencing that number of Xxxxx whole shares of GT Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable lawthe Exchange Ratio in respect of the Company Common Stock formerly evidenced by such Certificate, or certificates evidencing that number of shares of GT Preferred Stock which such holder has the right to receive in accordance with Section 1.6(a)(ii) in respect of the Redeemable Preferred Stock formerly evidenced by such Certificate, as appropriate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the shares of GT Common Stock and GT Preferred Stock and cash issued and paid pursuant to Sections 1.6 and 1.7(c) being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock Shares which is not registered in the transfer records of Xxxxxthe Company as of the Effective Time, the Merger Price shares of GT Common Stock or GT Preferred Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate representing evidencing such Xxxxx Common Stock Shares is presented to the Exchange Agent Transfer Agent, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes had have been properly paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time represented shares of the Company Common Stock or the Redeemable Preferred Stock, will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f) and other than Preferred Dissenting Shares, to evidence the ownership of the number of full shares of GT Common Stock or GT Preferred Stock, as the case may be, and cash in respect of fractional shares, into which such shares shall have been so converted.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon promptly as reasonably practicable after the Effective TimeTime (but in no event more than three (3) Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail will send to each record holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Company Common Stock other than Dissenting Shares, (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent and shall be in such form a reasonable and have such other provisions as the Surviving Corporation may reasonably specifycustomary form) and (yii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger PriceConsideration. Upon As soon as reasonably practicable after the Effective Time, each holder of a Certificate or Book-Entry Shares, upon surrender of a Certificate for cancellation or Book-Entry Shares to the Exchange Agent, Agent together with such letter of transmittal transmittal, duly executed executed, and completed in accordance with its termssuch other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per Consideration, without interest, for each share of Xxxxx Company Common Stock formerly represented thereby, which by such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)Certificate or Book-Entry Share, and the Certificate and Book-Entry Share so surrendered shall forthwith be canceled. In no event The Exchange Agent shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing accept such Xxxxx Common Stock is presented to Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent accompanied may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or will accrue on any cash payable pursuant to Section 1.7(a) or Section 1.8. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by all documents required reason of the payment of the Merger Consideration to evidence, a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation, Corporation that such transfer had properly occurred and that any Tax either has been paid or is not applicable. Payment of the applicable stock transfer taxes had been properly paidMerger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a an outstanding certificate or certificates which immediately prior to the Effective Time thereto represented outstanding shares of Xxxxx Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) a letter of transmittal (which shall specify that delivery shall be effectedShares shall, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates surrender to the Exchange Agent of such certificate or certificates and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon surrender of a Certificate for cancellation to acceptance thereof by the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share a certificate representing that number of Xxxxx whole shares G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 3 of Conseco Common Stock (and cash in lieu of fractional shares of Conseco Common Stock as contemplated by this Section 1.10) which the aggregate number of Shares previously represented thereby, which by such holder has certificate or certificates surrendered shall have been converted into the right to receive pursuant to the provisions Section 1.9(a) of this Article II (Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with applicable law)normal exchange practices. If the consideration to be paid in the Merger (or any portion thereof) is to be delivered to any person other than the person in whose name the certificate representing Shares surrendered in exchange therefor is registered, and it shall be a condition to such exchange that the Certificate certificate so surrendered shall forthwith be canceled. In no event properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented pay to the Exchange Agent accompanied any transfer or other taxes required by all documents required reason of the payment of such consideration to evidencea person other than the registered holder of the certificate surrendered, or shall establish to the satisfaction of the Surviving Corporation, Exchange Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer had properly occurred on the records of the Company or its transfer agent of certificates representing Shares and that if such certificates are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.10(b), each certificate representing Shares (other than certificates representing Shares to be canceled in accordance with Section 1.9(b)), shall be deemed at any applicable stock transfer taxes had been properly paidtime after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable with respect to such Shares, without any interest thereon, as contemplated by Section 1.9. No interest will be paid or will accrue on any cash payable as Merger Consideration.

Exchange Procedures. (ia) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon promptly as reasonably practicable after the Effective Time, the Surviving Corporation but in no event later than ten (10) days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which person who was, immediately prior to the Effective Time represented outstanding Time, a holder of record of one or more Old Certificates representing shares of Xxxxx Company Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) and who theretofore has not submitted such holder’s Old Certificates with an Election Form, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specifyAgent) and (y) instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Priceconsideration for which such person may be entitled pursuant to Section 1.5 and this Article II. Upon After completion of the allocation procedure set forth in Section 2.3 and upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal or Election Form, as the case may be, duly executed and completed in accordance with its termsexecuted, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor an therefor, as applicable, a New Certificate and/or a check representing the amount equal of cash to the Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive is entitled pursuant to the provisions of Section 1.5 and this Article II (in accordance with applicable law)II, and the Old Certificate or Old Certificates so surrendered shall forthwith be canceledcancelled. In no event shall the holder of No interest will be paid or accrued with respect to any Certificate be entitled to receive interest on any funds property to be received in delivered upon surrender of Old Certificates. Until surrendered as contemplated by this Section 2.4, each Old Certificate shall be deemed at any time after the Merger. In Effective Time to represent only the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxxright to receive, upon surrender, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied Consideration and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidthis Section 2.4.

Exchange Procedures. If a holder of Company Stock surrenders to the Paying Agent a Certificate, together with a Letter of Transmittal properly completed and duly executed, and such other documents as may be reasonably requested pursuant to the Instructions, at least two (i2) The Business Days prior to the Closing Date and such holder is the record date for the purposes holder as of the transactions contemplated hereby shall be the Closing Date, then the Company shall use commercially reasonable efforts to cause the Paying Agent to pay to the holder of such Certificate on the Closing Date, in exchange therefor, solely from the Exchange Fund, the Merger Consideration (subject to any applicable withholding tax as specified in Section 2.07), without interest, with respect thereto, and such Certificate shall forthwith be canceled. As soon If a holder surrenders to the Paying Agent a Certificate, together with a Letter of Transmittal properly completed and duly executed (and such other documents as may be reasonably practicable requested pursuant to the Instructions), any time after two (2) Business Days prior to the Closing Date, and such holder is the record holder as of the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its terms, then the holder of such Certificate shall be entitled to receive paid as soon as reasonably practicable following the Closing Date in exchange therefor an amount equal to by the Paying Agent, solely from the Exchange Fund, the Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right Consideration (subject to receive pursuant to the provisions of this Article II (any applicable withholding tax as specified in accordance with applicable lawSection 2.07), without interest, with respect thereto, and the such Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Company Stock which is not registered in the transfer records of Xxxxxthe Company, payment of the Merger Price Consideration in accordance with this Section 2.03(b) may be issued made to a transferee if person other than the person in whose name the Certificate representing so surrendered is registered if such Xxxxx Common Stock is presented to Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Exchange Agent accompanied person requesting such payment shall pay any transfer or other taxes required by all documents required to evidence, to the satisfaction reason of the Surviving Corporation, that payment of the Merger Consideration to a person other than the registered holder of such transfer had properly occurred and that Certificate. No interest shall be paid or accrued on any applicable stock transfer taxes had been properly paidMerger Consideration payable to holders of Certificates or options or warrants.

Exchange Procedures. (ia) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Purchaser shall cause the Exchange Paying Agent to mail (or in the case of The Depository Trust Company on behalf of “street” holders, deliver) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Company Certificate (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent Paying Agent, and which letter shall be in such customary form and have such other provisions as the Surviving Corporation may are reasonably specify) satisfactory to both Company and Purchaser and (yii) instructions for use in effecting the surrender of the such Company Certificates in exchange for the Merger PriceConsideration. Upon surrender of a Company Certificate for cancellation to the Exchange Agent, Paying Agent together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsthe instructions thereto, 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 an therefor, and Purchaser shall cause the Paying Agent to pay and deliver in exchange thereof as promptly as practicable, the cash amount equal to (x) the Merger Price per share number of Xxxxx shares of Company Common Stock represented thereby, which by such holder has Company Certificate multiplied by (y) the right to receive pursuant to Merger Consideration. No interest will be paid or will accrue on the provisions of this Article II (in accordance with applicable law), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the MergerMerger Consideration. In the event of a transfer of ownership of Xxxxx Company Common Stock which is not registered in the transfer records of XxxxxCompany, a check in the amount of the aggregate Merger Price Consideration that such holder has the right to receive pursuant to Section 1.8 may be issued and paid with respect to such Company Common Stock to such a transferee if the Company Certificate representing such Xxxxx shares of Company Common Stock is presented to the Exchange Paying Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and to evidence that any applicable stock transfer taxes had have been properly paid.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Xxxxx Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01(a)(iii) 1.2 into the right to receive the Merger Price shares of Parent Common Stock (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Surviving Corporation Company may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Pricecertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share a certificate representing that number of Xxxxx whole shares of Parent Common Stock represented thereby, which that such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)I, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Mergercancelled. In the event of a transfer of ownership of Xxxxx Company Common Stock which that is not registered in the transfer records of Xxxxxthe Company, a certificate representing the Merger Price proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Xxxxx Company Common Stock is presented to the Exchange Agent Agent, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and by evidence that any applicable stock transfer taxes had have been properly paid. Until surrendered as contemplated by this Section 1.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 1.3. Lost and mutilated shares of Company Common Stock shall be treated in the same manner as they are currently treated by the Company.

Exchange Procedures. (i) The record date for Promptly following the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after Effective Time and in any event not later than five Business Days following the Effective Time, Parent or the Surviving Corporation Company shall cause the Exchange Agent to mail to each holder Person who was a shareholder of record the Company as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Time, (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation parties may reasonably specify) specify at least three Business Days before the Effective Time), and (yii) instructions for use in effecting the surrender of the Certificates Company Common Shares in exchange for the Merger PriceConsideration. Upon Following the Effective Time, upon surrender of a Certificate for cancellation title to the Exchange AgentCompany Common Shares previously held by a shareholder of the Company in accordance with this Section 3.2, together with such letter of transmittal duly executed and completed in accordance with its termssuch other documents as the Exchange Agent may reasonably require, the a holder of such Certificate Company Common Shares shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share (A) a certificate or book-entry representing that number of Xxxxx Common Stock represented thereby, whole Parent Shares (rounded down) which such holder shareholder has the right to receive pursuant in respect of all Company Common Shares then held by such shareholder, (B) any cash in lieu of fractional shares that such shareholder has the right to receive under Section 3.2(e) and (C) the provisions amount of this Article II (the Cash Consideration which such shareholder has the right to receive in accordance with applicable law)respect of the Company Common Shares then held by such shareholder of the Company, and the any Company Certificate so surrendered in respect thereof, shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Mergermarked as cancelled. In the event of a transfer of ownership of Xxxxx Company Common Stock which Shares that is not registered in the transfer records of Xxxxxthe Company, a certificate or book-entry representing the Merger Price proper number of Parent Shares may be issued to a transferee if the Company Certificate representing such Xxxxx Company Common Stock Shares (if any) is presented to the Exchange Agent Agent, accompanied by all documents normally required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred (reasonably satisfactory to Parent) and by reasonable evidence that any applicable stock transfer taxes had have been properly paid.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable On or promptly after the Effective Time, the Surviving Corporation SumTotal shall cause the Exchange Agent to mail deliver to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Pathlore Capital Stock (the "Certificates") and which shares were converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price applicable consideration set forth in Section 1.7 hereof, (xi) a letter of transmittal (which shall be in customary and reasonable form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specifyAgent) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Priceapplicable consideration set forth in Section 1.7. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly completed and validly executed and completed in accordance with its termsthe instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal therefore, and SumTotal shall cause the Exchange Agent to pay, such holder’s portion of the Merger Price per share Consideration as set forth in Section 1.7 hereof less the portion of Xxxxx Common Stock represented thereby, which (A) the Escrow Amount and (B) the Expense Reimbursement Amount contributed with respect to such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)holder, and the Certificate so surrendered shall forthwith be canceled. In no event As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, SumTotal shall deposit the holder Escrow Amount with the Escrow Agent. From the Closing and until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of any Certificate Pathlore Capital Stock will be entitled deemed from and after the Effective Time, for all corporate purposes, to represent solely the right to receive interest on any funds to be received the applicable consideration set forth in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidSection 1.7 hereof.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Merger Effective Time (and in no event later than five (5) Business Days after the Merger Effective Time), the Surviving Corporation Holdco shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates Shares which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") were converted pursuant to Section 2.01(a)(iii3.02(b) into the right to receive the Merger Price (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) Consideration instructions for use in effecting the surrender of the Certificates Book-Entry Shares in exchange for the Merger PriceConsideration in book-entry form. Upon surrender receipt of a Certificate for cancellation to an “agent’s message” by the Exchange AgentAgent (or such other evidence, together with such letter if any, of transmittal duly executed and completed in accordance with its termstransfer as the Exchange Agent may reasonably request), the holder of such Certificate a Share which was converted pursuant to Section 3.02(b) into the Merger Consideration shall be entitled to receive in exchange therefor an amount equal therefor, subject to the Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxxrequired withholding Taxes, the Merger Price may Consideration in book-entry form, without interest (subject to any applicable withholding Tax), for each Share surrendered. The Holdco Ordinary A Shares to be delivered as Merger Consideration shall be settled through DTC and issued to in uncertificated book-entry form through the procedures of DTC, unless a transferee if the Certificate representing such Xxxxx Common Stock physical Holdco Ordinary A Share is presented to required by applicable Law, in which case Holdco shall cause the Exchange Agent accompanied to promptly send certificates representing such Holdco Ordinary A Shares to such holder. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Book-Entry Share in exchange therefor is registered, it shall be a condition of payment that (A) the person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the person requesting such payment shall have paid any transfer and other Taxes required by all documents required reason of the payment of the Merger Consideration to evidence, a person other than the registered holder of Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation, Holdco that such transfer had properly occurred and that any applicable stock transfer taxes had Tax either has been properly paidpaid or is not applicable.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Transfer Agent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common USW Capital Stock (each a "Certificate" and collectively, the "Certificates") whose shares were converted pursuant to Section 2.01(a)(iii) Article III of this Agreement into the right to receive the Merger Price shares of ACC Class A Common Stock (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Transfer Agent and shall be in such form and have such other provisions as the Surviving Corporation ACC and USW may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Pricecertificates representing shares and/or fractions of shares of ACC Class A Common Stock. Upon surrender of a Certificate for cancellation to the Exchange AgentTransfer Agent or to such other agent or agents reasonably acceptable to USW as may be appointed by ACC, together with such letter of transmittal transmittal, duly executed executed, and completed in accordance with its termssuch other documents as may be reasonably required by the Transfer Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share a certificate representing that number of Xxxxx shares and/or fractions of shares of ACC Class A Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II Section 3.1 (with any fraction of a share rounded in accordance with applicable lawSection 3.2(e)), and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In no event Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the holder of any Certificate be entitled Effective Time to represent only the right to receive interest on any funds to be received in upon such surrender the Merger. In the event certificate representing shares of a transfer of ownership of Xxxxx ACC Class A Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied as contemplated by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidthis Section 3.2.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Buyer shall cause instruct the Exchange Agent to mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Certificates, (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation Buyer may reasonably specify) and (yii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the Merger Pricecash. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent or to such other agent or agents as may be appointed by Buyer together with such letter of transmittal transmittal, duly executed executed, and completed in accordance with its termssuch other customary documents as may be required pursuant to such instructions -6- (collectively, the "Transmittal Documents"), the holder of such Certificate shall be entitled to receive in exchange therefor an the amount equal to the Merger Price per share of Xxxxx Common Stock represented thereby, in cash which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), Section 2.1(a) and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock DOCP Shares which is not registered in the transfer records of XxxxxDOCP, the Merger Price applicable Exchange Fund cash may be issued paid in accordance with this Article II to a transferee only if the Certificate representing evidencing such Xxxxx Common Stock transferred DOCP Shares is presented to the Exchange Agent Agent, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and by evidence that any applicable stock transfer taxes had have been properly paid. Exchange Fund cash shall be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents, and Exchange Fund cash payments may be made by check (unless otherwise required by a depositary institution in connection with the book-entry delivery of securities). No interest shall be payable on any Exchange Fund cash to be delivered in respect of DOCP Shares regardless of any delay in making payments. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed, at any time after the Effective Time, to evidence only the right to receive, upon such surrender, the applicable Exchange Fund cash.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall Parent will cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Certificates (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation Parent may reasonably specify) specify and as are consistent with the terms of this Agreement), and (yii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the Merger PriceParent Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal transmittal, duly executed executed, and completed in accordance with its termssuch other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share (A) that number of Xxxxx whole shares of Parent Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable lawSection 1.06(a) in respect of the Shares formerly evidenced by such Certificate and (B) cash in respect of fractional shares as provided in Section 1.06(f) (the Parent Common Stock and cash in respect of fractional shares being referred to, collectively, as the "Merger Consideration"). The holder of such Certificate, and the Certificate so upon its exchange for shares of Parent Common Stock, shall also receive any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c). Certificates surrendered shall forthwith be canceled. In no event shall canceled following the holder of any Certificate be entitled to receive interest on any funds to be received in the MergerEffective Time. In the event of a transfer of ownership of Xxxxx Common Stock Shares which is not registered in the transfer records of Xxxxxthe Company as of the Effective Time, the Merger Price Consideration, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate representing evidencing such Xxxxx Common Stock Shares is presented to the Exchange Agent Agent, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes had have been properly paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends or other distributions, to evidence the ownership of the number of whole shares of Parent Common Stock, and cash in respect of fractional shares, into which such Shares shall have been so converted. Shares held at the Effective Time in book-entry form shall be exchanged for Merger Consideration in accordance with the customary procedures of The Depository Trust Company.

Exchange Procedures. (i) The record date for Prior to the purposes distribution of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Timeany Merger Consideration pursuant to Section 1.6, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") Company Capital Stock, and which shares were converted pursuant to Section 2.01(a)(iii) into the right to receive Merger Consideration pursuant to Section 1.6, shall deliver to the Merger Price (x) Exchange Agent a 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 shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specifyAgent) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Pricebeing surrendered by such holder. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly completed and validly executed and completed in accordance with its termsthe instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share of Xxxxx Common Stock represented thereby, which Consideration payable to such holder has the right to receive pursuant to Section 1.6 (less, in the provisions case of this Article II the Secondary Merger Consideration, the portion of the Secondary Merger Consideration to be deposited in the Escrow Fund (as defined in accordance with applicable lawSection 6.2(a)) on such holder's behalf pursuant to ARTICLE VI hereof, and the Certificate so surrendered shall forthwith be canceled. In no event shall cancelled, provided, however, that the holder of such Certificate shall not receive any Certificate be entitled to receive interest on any funds to be received in distributions of the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to cash deposited with the Exchange Agent accompanied by as to the Secondary Merger Consideration until the 90th day following the Effective Date. From the Closing and until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all documents required to evidencecorporate purposes, to represent solely the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidMerger Consideration.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder (i) record holder, as of record the Effective Time, of a an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx the Company Common Stock (the "“Certificates"”) converted pursuant to Section 2.01(a)(iiior (ii) into holder, as of the right to receive the Merger Price Effective Time, of shares of Company Common Stock represented by book-entry (x) “Book-Entry Shares”), 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 only, subject to Section 2.4(c), upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specifyPaying Agent) and (y) and/or instructions for use in effecting the surrender of the Certificates in exchange or Book-Entry Shares for payment of the Merger PriceConsideration therefor. Upon surrender to the Paying Agent of a Certificate or Book Entry Shares for cancellation to the Exchange Agentcancellation, together with such letter of transmittal transmittal, duly completed and validly executed and completed in accordance with its termsthe instructions thereto, and/or such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor an amount equal to the Merger Price per Consideration for each share of Xxxxx Company Common Stock formerly represented therebyby such Certificate or Book-Entry Shares and such Certificate or applicable book-entry shall then be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. Until surrendered for cancellation as contemplated by this Section 2.4(b), which such holder has each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive pursuant to upon such surrender the provisions of applicable Merger Consideration as contemplated by this Article II (in accordance with applicable law), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidSection 2.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Shares (other than holders of Xxxxx Common Stock Excluded Shares) (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall shall, among other matters, specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery actual receipt of the Certificates to (or affidavits of loss in lieu thereof) by the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specifyAgent) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration due and payable to such holder. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor an a check in the amount equal (after giving effect to any required tax withholdings) of the Merger Price per share Consideration due and payable in respect of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), holder's Shares and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate No interest will be entitled to receive interest paid or accrued on any funds amount payable upon 6 12 due surrender of the Certificates. All Merger Consideration paid upon surrender for exchange of Shares in accordance with the terms of this Agreement shall be deemed to be received have been paid in the Mergerfull satisfaction of all rights pertaining to such Shares. In the event of a transfer of ownership of Xxxxx Common Stock which Shares that is not registered in the transfer records of Xxxxxthe Company, a check for the Merger Price amount of cash to be paid upon due surrender of the Certificate may be issued delivered to such a transferee if the Certificate formerly representing such Xxxxx Common Stock Shares is presented to the Exchange Agent Agent, accompanied by all documents required by the Exchange Agent to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and to evidence that any applicable stock transfer taxes had have been properly paid.. (c)

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a an outstanding certificate or certificates which immediately prior to the Effective Time thereto represented outstanding shares of Xxxxx Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) a letter of transmittal (which shall specify that delivery shall be effectedShares shall, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates surrender to the Exchange Agent of such certificate or certificates and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon surrender of a Certificate for cancellation to acceptance thereof by the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor an the amount equal to of cash which the Merger Price per share aggregate number of Xxxxx Common Stock Shares previously represented thereby, which by such holder has certificate or certificates surrendered shall have been converted into the right to receive pursuant to Section 2.1(c). The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the provisions of this Article II (Exchange Agent may impose to effect an orderly exchange thereof in accordance with applicable law)normal exchange practices. If the consideration to be paid in the Merger (or any portion thereof) is to be delivered to any person other than the person in whose name the certificate representing Shares surrendered in exchange therefor is registered, and it shall be a condition to such exchange that the Certificate certificate so surrendered shall forthwith be canceled. In no event properly endorsed with the signature guaranteed or otherwise be in proper form for transfer and that the person requesting such exchange shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented pay to the Exchange Agent accompanied any transfer or other tax required by all documents required reason of the payment of such consideration to evidencea person other than the registered holder of the certificate surrendered, or shall establish to the satisfaction of the Surviving Corporation, Exchange Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer had properly occurred on the records of the Company or its transfer agent of certificates representing Shares, and that if such certificates are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.3(b), each certificate representing Shares shall be deemed at any applicable stock transfer taxes had been properly paid.time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereon, as contemplated by Section 2.l(c). No interest will be paid or will accrue on any cash payable as Merger Consideration to any holder of Shares. (c)

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Company Capital Stock (the "Certificates") and which shares were converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price applicable consideration set forth in Section 1.6 hereof, (xi) a 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 shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specifyAgent) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Priceapplicable consideration set forth in Section 1.6. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly completed and validly executed and completed in accordance with its termsthe instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to such holder's portion of the Merger Price per share Consideration as set forth in Section 1.6 hereof less the portion of Xxxxx Common Stock represented thereby, which the Escrow Amount contributed on behalf of such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)holder, and the Certificate so surrendered shall forthwith be canceled. In no event As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall deposit the holder Escrow Amount with the Escrow Agent (as defined in Article VII hereof). The Escrow Amount so deposited with the Escrow Agent shall be available to compensate Parent as provided in Article VII hereof. From the Closing and until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of any Certificate Company Capital Stock will be entitled deemed from and after the Effective Time, for all corporate purposes, to represent solely the right to receive interest on any funds to be received the applicable consideration set forth in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidSection 1.6 hereof.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable Promptly after the Effective TimeTime (and in any event within two (2) business days), the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Shares (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(e)) to the Exchange Agent and shall Paying Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Surviving Corporation Company may reasonably specify) agree, and (yii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(e)) in exchange for the Per Share Merger PriceConsideration. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu thereof as provided in Section 4.2(e)) to the Exchange Agent, together Paying Agent in accordance with the terms of such letter of transmittal transmittal, duly executed and completed in accordance with its termsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor an a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to (x) the number of Shares represented by such Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(e)) multiplied by (y) the Per Share Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)Consideration, and the such Certificate so surrendered shall forthwith be canceledcancelled. In no event shall the holder of any Certificate No interest will be entitled to receive interest paid or accrued on any funds to be received in amount payable upon due surrender of the MergerCertificates. In the event of a transfer of ownership of Xxxxx Common Stock which Shares that is not registered in the transfer records of Xxxxxthe Company, the Merger Price may be issued to a transferee if the Certificate formerly representing such Xxxxx Common Stock Shares is presented to the Exchange Agent Paying Agent, accompanied by all documents reasonably required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and to evidence that any applicable stock transfer taxes had have been properly paidpaid or are not applicable, the Paying Agent shall deliver to such transferee an amount of cash in immediately available funds to be exchanged upon due surrender of such Certificate.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective TimeTime (and in any event within five (5) Business Days after), the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder Holder of record record, as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Time, (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in such the form and have such other customary provisions as Parent and the Surviving Corporation Company may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration to be received by the Holder thereof pursuant to this Agreement. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent, together with such a letter of transmittal duly completed and validly executed and completed in accordance with its termsthe instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder Holder of such Certificate shall be entitled to receive promptly in exchange therefor an amount equal to the Merger Price per Consideration for each share of Xxxxx Company Common Stock formerly represented thereby, which by such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)Certificate, and the Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be canceledpaid or accrued for the benefit of Holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. In At the Effective Time, the stock transfer books of the Company shall be closed, and thereafter there shall be no event shall the holder further registration of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event transfers of a transfer shares of ownership of Xxxxx Company Common Stock which is not registered in theretofore outstanding on the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is Company. If Certificates are presented to the Exchange Agent accompanied by all documents required Company for transfer following the Effective Time, they shall be canceled against delivery of the Merger Consideration. All cash paid upon surrender of shares of Company Common Stock in accordance with the terms of this Article II shall be deemed to evidence, to the have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. Until so surrendered, each such Certificate shall represent after the Surviving CorporationEffective Time, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidfor all purposes, only the right to receive the Merger Consideration.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after After the Effective Time, Time and the Surviving Corporation shall cause surrender to the Exchange Agent to mail to each holder Company of record of a certificate or certificates which immediately prior to the Effective Time represented evidenced outstanding shares of Xxxxx Company Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon surrender of a Certificate for cancellation to the Exchange AgentStock, together with such letter of transmittal a duly executed Election Form and completed in accordance with its termssuch other customary documents as may be required, and acceptance thereof by the Company, the holder of such Certificate certificate or certificates shall be entitled to receive in exchange therefor an amount equal a certificate or certificates representing the number of full Non-Cash Election Shares or Post-Merger Management Shares, if any, to be retained by the Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive thereof pursuant to this Agreement and the provisions Cash Election Price into which each Cashing Out Share previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement (together with cash in lieu of this Article II (fractional Non-Cash Election Shares or Post-Merger Management Shares). The Company shall accept such certificates upon compliance with such reasonable terms and conditions as it and the Exchange Agent may impose to effect an orderly exchange thereof in accordance with applicable lawnormal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing, in whole or in part, Cashing Out Shares, and if such certificates are presented to the Company for transfer, together with a duly executed Election Form and such other customary documents as may be required, they shall be canceled against delivery of the Cash Election Price. If any certificate for Non-Cash Election Shares or Post-Merger Management Shares is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer (with the signatures thereon guaranteed), and that the Certificate so surrendered person requesting such exchange shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented pay to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paid.Company or its

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Company shall cause the Exchange Paying Agent to mail to or otherwise provide each holder of record as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") a Certificate whose Shares were converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price Consideration (xi) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk a “Letter of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specifyTransmittal”) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration. Upon surrender Each holder of record of a Certificate for cancellation shall, upon surrender to the Exchange AgentPaying Agent of such Certificate, together with a Letter of Transmittal, duly completed and validly executed (including electronic signature), and such letter of transmittal duly executed and completed in accordance with its termsother documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an the amount of cash equal to the Merger Price per share product of Xxxxx (x) the number of shares of Common Stock Stock, Series A Preferred or Series B Preferred, as applicable, in each case previously represented therebyby such Certificate, which such holder has multiplied by (y) the right to receive pursuant Common Closing Amount Per Share, Series A Closing Amount Per Share or Series B Closing Amount Per Share, respectively and as applicable, subject to the Expense Fund contribution provisions of this Article II (in accordance with applicable lawSection 1.07(d), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which Shares that is not registered in the transfer records of Xxxxxthe Company, payment of the Merger Price Consideration may be issued made to a transferee if person other than the person in whose name the Certificate representing such Xxxxx Common Stock so surrendered is presented registered if, upon presentation to the Exchange Agent accompanied Paying Agent, such Certificate is properly endorsed or otherwise in proper form for transfer and the person requesting such payment pays any transfer or other Taxes required by all documents required reason of the payment of the Merger Consideration to evidence, a person other than the registered holder of such Certificate or establishes to the reasonable satisfaction of the Surviving Corporation, Purchaser that such transfer had properly occurred Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.08(a), 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 which the holder thereof has the right to receive in respect of such Certificate pursuant to Sections 1.06(a)(iii) and that 1.06(a)(iv), subject to the Expense Fund contribution provisions of Section 1.07(d). No interest shall be paid or will accrue on any applicable stock transfer taxes had been properly paid.cash payable to holders of Certificates pursuant to the provisions of this ARTICLE I.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Paying Agent to mail (and to make available for collection by hand) to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Certificates, (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in such the form and have such other customary provisions as Holding and the Surviving Corporation may reasonably specify) ), and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Pricecash (pursuant to Section 2.7 hereof), in each case, to be received by the holder thereof pursuant to this Agreement. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent, together with such a letter of transmittal duly completed and validly executed and completed in accordance with its termsthe instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate, to be mailed (or made available for collection by hand if so elected by the surrendering holder of a Certificate, provided that payment by hand is permissible by the Paying Agent) within three business days of receipt thereof (but in no case prior to the Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable lawEffective Time), and the Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be canceledpaid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. In After the Effective Time, there shall be no event shall the holder of any Certificate be entitled to receive interest on any funds to be received further transfer in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxxthe Surviving Corporation or its transfer agent of Certificates and, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is Certificates are presented to the Exchange Agent accompanied by all documents required to evidenceCompany for transfer, to the satisfaction they shall be canceled against delivery of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidMerger Consideration.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Xxxxx Company Common Stock Stock, other than shares to be canceled or retired in accordance with Section 2.8(b), (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter Letter of transmittal Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specifyAgent) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter Letter of transmittal Transmittal, duly executed executed, and completed in accordance with its termssuch other documents as may reasonably be required by the Exchange Agent, the Exchange Agent shall pay the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share Consideration in respect of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)Certificate, and the Certificate so surrendered shall forthwith be canceled. In no event shall If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if shares represented by the Certificate representing or Certificates surrendered in exchange therefor, it shall be a condition to such Xxxxx Common Stock is presented payment that the Certificate or Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent accompanied by all documents any transfer or other taxes required as a result of such payment to evidence, a Person other than the registered holder of such shares or establish to the satisfaction of the Surviving Corporation, Exchange Agent that such transfer had properly occurred and that tax has been paid or is not payable. Until surrendered as contemplated by this Section 2.9, each Certificate (other than Certificates representing Dissenting Shares or shares of Company Common Stock to be canceled pursuant to Section 2.8(b)) shall be deemed at any applicable stock transfer taxes had been properly paidtime after the Effective Time to represent only the right to receive the Merger Consideration upon such surrender.

Exchange Procedures. Promptly (iand in any event within two Business Days) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Buyer shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Company Stock (the each, a "CertificatesCertificate") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as the Surviving Corporation may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Priceapplicable Closing Date Payment payable with respect thereto, provided that the Buyer shall assist the Company in developing arrangements for the delivery of such materials at Closing to significant stockholders of the Company to facilitate the payment of the Closing Date Payment to such stockholders immediately following the Effective Time. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsexecuted, the holder of such Certificate shall be entitled to receive paid promptly in exchange therefor cash in an amount equal to the Merger Price per share of Xxxxx Common Stock represented thereby, which Closing Date Payment that such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), respect of all Company Stock held by such holder and the Certificate so surrendered shall forthwith immediately be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Mergercancelled. In the event of a transfer of ownership of Xxxxx Common Company Stock which is not registered in the transfer records of Xxxxxthe Company, the Merger Price applicable Closing Date Payment may be issued paid to a transferee if Person other than the Person in whose name the Certificate representing so surrendered is registered, if such Xxxxx Common Stock Certificate is presented to the Exchange Agent Agent, properly endorsed with signature guarantees or otherwise be in proper form for transfer, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and by evidence that any applicable stock transfer taxes had have been properly paidpaid or 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 applicable Merger Consideration.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record (other than the Company or any of its Subsidiaries or Parent, Purchaser or any other subsidiary of Parent) of a certificate or certificates which that, immediately prior to the Effective Time represented Time, evidenced outstanding shares of Xxxxx Common Stock Shares (the "“Certificates"”) converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent and the Surviving Corporation Company may reasonably specify) agree and (yii) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger PriceConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsthe instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per Consideration for each share of Xxxxx Common Stock formerly represented thereby, which by such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), Certificate and the such Certificate so surrendered shall forthwith then be canceled. In no event shall No interest will be paid or will accrue for the holder benefit of any Certificate be entitled to receive interest holders of the Certificates on any funds to be received in the MergerMerger Consideration payable upon the surrender of the Certificates. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxxthe Company, payment of the Merger Price Consideration may be issued made with respect to such Common Stock to such a transferee if the Certificate formerly representing such Xxxxx shares of Common Stock is presented to the Exchange Agent Agent, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and to evidence that any applicable stock transfer taxes had have been properly paid.. 4.4

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior Upon surrender to the Effective Time represented outstanding shares Paying Agent for cancellation of Xxxxx Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) , together with a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its termsSection 1.10(b) and such other customary documents as may be required by the instructions to the letter of transmittal, and acceptance thereof by the Paying Agent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor an the amount equal to of cash into which the Merger Price per share number of Xxxxx shares of Common Stock previously represented thereby, which by such holder has the right to receive Certificates shall have been converted pursuant to Section 1.9(a). The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the provisions of this Article II (Paying Agent may impose to effect an orderly exchange in accordance with applicable law)normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificates surrendered in exchange therefor is registered on the record books of the Company, and it shall be a condition to such exchange that the Certificate Certificates so surrendered shall forthwith be canceled. In no event properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a person other than the record holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of XxxxxCertificates surrendered, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, or shall establish to the satisfaction of the Surviving Corporation, Paying Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer had properly occurred on the records of the Company or its transfer agent of any shares of Common Stock and that if any applicable stock transfer taxes had been properly paidCertificates are presented to the Company for transfer, they shall be cancelled against delivery of the Merger Consideration as provided above. Until surrendered as contemplated by this Section 1.10(b), Certificates (other than Certificates representing treasury shares of Common Stock to be cancelled in accordance with Section 1.9(b)), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereon.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Certificate (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as the Surviving Corporation Parent may reasonably specify) specify and (yii) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger PriceConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsthe instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an a check in the aggregate amount equal to (A) the Merger Price per share Consideration multiplied by the number of Xxxxx shares of SJW Common Stock formerly represented thereby, which by such holder has the right to receive Certificate and (B) any dividends payable in accordance with Section 2.3 less any required withholding of taxes as provided in Section 2.8. No interest will be paid or will accrue on any cash payable pursuant to the provisions of this Article II (in accordance with applicable law), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Mergerpreceding sentence. In the event of a transfer of ownership of Xxxxx SJW Common Stock which is not registered in the transfer records of XxxxxSJW, a check in the proper amount of cash for the appropriate Merger Price Consideration and any dividends payable in accordance with Section 2.3 may be issued paid with respect to such SJW Common Stock to such a transferee if the Certificate formerly representing such Xxxxx shares of SJW Common Stock is presented to the Exchange Agent Agent, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and to evidence that any applicable stock transfer taxes had have been properly paidpaid or are not payable. The Exchange Fund shall not be used for any purpose other than as set forth in this Article II.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation Buyer shall cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Certificate (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter Letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) Transmittal and (yii) instructions for use in effecting the surrender of the Certificates such Certificate in exchange for the Merger Priceapplicable Aggregate Consideration that is or may become payable with respect thereto pursuant to Section 2.1. Upon proper surrender of a Certificate for cancellation to the Exchange Agent, together with such letter Paying Agent and delivery of transmittal a duly completed and executed and completed in accordance with its termsLetter of Transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor cash in an amount equal to the Merger Price per share Closing Stock Consideration payable in respect of Xxxxx Common the shares of Company Stock represented therebyby such Certificate, which such holder has the right to receive pursuant to the provisions of this Article II (as determined in accordance with applicable law)Section 2.1 and reflected on the Closing Date Allocation Schedule attached to the Closing Payment Certificate. If payment in respect of any Certificate is to be made to a Person other than the Person in whose name such Certificate is registered, and it shall be a condition of payment that the Certificate so surrendered shall forthwith be canceled. In no event transferable and be properly endorsed in accordance with the instructions set forth in the Letter of Transmittal or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established to the reasonable satisfaction of Buyer and the Paying Agent that any transfer and other Taxes required by reason of such payment to a Person other than the registered holder of such Certificate have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Closing Stock Consideration and the applicable portion of any Certificate Future Payments that become payable pursuant to this Agreement. Except as provided in Section 2.2(f), each holder of Certificate(s) shall not be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction portion of the Surviving Corporation, that Aggregate Consideration to which they would otherwise be entitled until such transfer had Certificate(s) are properly occurred and that any applicable stock transfer taxes had been properly paidsurrendered.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time------------------- Time of the Merger, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of Xxxxx PVI Common Stock (the "Certificates") whose shares are being converted into the Consideration pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price 2.3 hereof, (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as IMSL and/or the Surviving Corporation Exchange Agent may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by IMSL, together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal there for the Consideration to which the Merger Price per share holder of Xxxxx PVI Common Stock represented thereby, which such holder has the right to receive is entitled pursuant to the provisions of this Article II (in accordance with applicable law), and the Section 2.3 hereof. The Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Mergercancelled. In the event of a transfer of ownership owner ship of Xxxxx PVI Common Stock which is not registered in the transfer records of XxxxxPVI, the Merger Price appropriate amount of Consideration may be issued delivered to a transferee if the Certificate representing such Xxxxx PVI Common Stock is presented to the Exchange Agent and accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and to evidence that any applicable stock transfer taxes had have been properly paid. Until surren dered as contemplated by this Section 2.4, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent solely the right to receive upon such surrender the Consideration or to perfect the holder's right to receive payment for such stock pursuant to Section 262 of the Delaware General Corporation Law and Section 2.3 hereof; provided, however, that customary and appropriate certifications and indemnities allowing exchange against loss or destroyed certificates shall be provided.

Exchange Procedures. (i) The record date for Prior to the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Merger Effective Time, the Surviving Corporation LACQ shall use its reasonable best efforts to cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Company Common Stock evidenced by certificates (the "“Certificates"”) converted entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) 4.1 a letter of transmittal (transmittal, which shall be in a form reasonably acceptable to LACQ and the Company (the “Letter of Transmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) Agent, and (yii) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in exchange for no event prior to the Merger Price. Upon Effective Time) after the surrender of a Certificate for cancellation to the Exchange AgentAgent of all Certificates held by such holder for cancellation, together with such letter a Letter of transmittal Transmittal, duly completed and validly executed and completed in accordance with its termsthe instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor an amount equal therefore, and LACQ shall cause the Exchange Agent to deliver, the applicable Per Share Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to Consideration in accordance with the provisions of this Article II (in accordance with applicable law)Section 4.1, and the Certificate so surrendered shall forthwith be canceledcancelled. In no event shall the holder Until surrendered as contemplated by this Section 4.2, each Certificate representing shares of any Certificate be Company Common Stock entitled to receive interest on any funds to the applicable Per Share Merger Consideration in accordance with Section 4.1 shall be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, deemed at all times after the Merger Price may be issued Effective Time to a transferee if represent only the Certificate representing right to receive upon such Xxxxx Common Stock is presented to surrender the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, applicable Per Share Merger Consideration that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidholder is entitled to receive in accordance with the provisions of Section 4.1.

Exchange Procedures. Promptly (iand in any event within five Business Days) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Buyer shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Company Common Stock (the "Certificates"each, a “Certificate”) converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as the Surviving Corporation may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration payable with respect thereto, provided that the Buyer shall, to the extent reasonably requested by the Company, assist the Company in developing arrangements for the delivery of such materials prior to Closing to the shareholders of the Company listed in Section 2.2(b) of the Company Disclosure Schedule to facilitate the payment of Merger Consideration to such shareholders immediately following the Effective Time. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsexecuted, the holder of such Certificate shall be entitled to receive paid promptly in exchange therefor cash in an amount equal to the Merger Price per share of Xxxxx Common Stock represented thereby, which Consideration that such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)II, and the Certificate so surrendered shall forthwith immediately be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Mergercancelled. In the event of a transfer of ownership of Xxxxx Company Common Stock which is not registered in the transfer records of Xxxxxthe Company, the Merger Price Consideration may be issued paid to a transferee if person other than the person in whose name the Certificate representing so surrendered is registered, if such Xxxxx Common Stock Certificate is presented to the Exchange Agent Agent, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and by evidence that any applicable stock transfer taxes had have been properly paid. 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 as contemplated by this Section 2.2.

Exchange Procedures. (ia) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation CFG shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) BBI Stockholder a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of certificates representing shares of BBI Common Stock outstanding immediately prior to the Certificates Effective Time (the "Certificates") in exchange for appropriate and customary form with such provisions as the board of directors of CFG after the Merger Pricemay reasonably specify. Upon surrender of a Certificate for cancellation to the Exchange AgentCFG, together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsproperly executed, the holder of such Certificate shall be entitled to receive in exchange therefor an amount a certificate representing that number of shares of CFG Common Stock as is equal to the Merger Price per share product of Xxxxx the number of shares of BBI Common Stock represented therebyby the certificate multiplied by the Conversion Amount, which such holder has the right to receive pursuant to the provisions of this Article II (together with any dividends and other distributions payable as provided in accordance with applicable law)Section 1.06 hereof, and the Certificate so surrendered shall forthwith be canceled. In Until surrendered as contemplated by this Section 1.05, each Certificate shall, at and after the Effective Time, be deemed to represent only the right to receive, upon surrender of such Certificate, CFG Common Stock as contemplated by this Section 1.05, together with any dividends and other distributions payable as provided in Section 1.06 hereof, and the holders thereof shall have no event rights whatsoever as stockholders of CFG. Shares of CFG Common Stock issued in the Merger shall the holder of any Certificate be entitled to receive interest on any funds issued, and be deemed to be received in outstanding, as of the MergerEffective Time. In the event CFG shall cause all such shares of a transfer of ownership of Xxxxx CFG Common Stock which is not registered in the transfer records of Xxxxx, issued pursuant to the Merger Price may to be issued duly authorized, validly issued, fully paid and non-assessable and not subject to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidpreemptive rights.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed or provided at the Exchange Agent to mail Closing to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Company Stockholder (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of the Company Capital Stock whose shares were converted into the right to receive Merger Shares pursuant to Section 1.6(a), shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions consistent herewith as the Surviving Corporation Parent may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Merger Shares; provided, however, that such letter of transmittal shall be substantially in the Merger Priceform and substance of a letter of transmittal and instructions approved by counsel for the Company at or before the Closing. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal transmittal, duly completed and validly executed and completed in accordance with its termsthe instructions thereto, the holder of such Certificate a Company Stockholder shall be entitled to receive in exchange therefor an amount equal to a certificate representing the number of whole Merger Price per share Shares (less the number of Xxxxx shares of Parent Common Stock represented thereby, to be deposited in the Escrow Fund on such holder's behalf pursuant to paragraph (b) above) to which such holder has the right to receive Company Stockholder is entitled pursuant to the provisions of this Article II (in accordance with applicable law)Section 1.6, and the Certificate so surrendered shall forthwith be canceled. In no event As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall the holder of any Certificate be entitled to receive interest on any funds cause to be received in distributed to the Merger. In the event Escrow Agent a certificate or certificates representing that number of a transfer shares of ownership of Xxxxx Parent Common Stock equal to the Escrow Amount, which is not shall be registered in the transfer records name of Xxxxxthe Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered, each outstanding Certificate that, prior to the Merger Price may Effective Time, represented shares of the Company Capital Stock will be issued deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to a transferee if evidence the Certificate representing such Xxxxx ownership of the number of full shares of Parent Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction into which such shares of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had Company Capital Stock shall have been properly paidso converted.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a an outstanding certificate or certificates which immediately prior thereto represented Company Shares shall, upon surrender to the Effective Time represented outstanding shares Paying Agent of Xxxxx Common Stock (such certificate or certificates and acceptance thereof by the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent, together with such letter of transmittal duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor an the amount equal to of cash which the Merger Price per share aggregate number of Xxxxx Common Stock Company Shares previously represented thereby, which by such holder has certificate or certificates surrendered shall have been converted into the right to receive pursuant to subsection 2.1(c). The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the provisions of this Article II (Paying Agent may impose to effect an orderly exchange thereof in accordance with applicable law)normal exchange practices. If the consideration to be paid in the Merger (or any portion thereof) is to be delivered to any person other than the person in whose name the certificate representing Company Shares surrendered in exchange therefor is registered, and it shall be a condition to such exchange that the Certificate certificate so surrendered shall forthwith be canceled. In no event properly endorsed with the signature guaranteed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other tax required by reason of the payment of such consideration to a person other than the registered holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxxcertificate surrendered, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, or shall establish to the satisfaction of the Surviving Corporation, Paying Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer had properly occurred on the records of the Company or its transfer agent of certificates representing Common Stock, and that if such certificates are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this subsection 2.3(b), each certificate representing Company Shares shall be deemed at any applicable stock transfer taxes had been properly paidtime after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereon, as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Merger Consideration to any holder of Company Shares.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon promptly as reasonably practicable after the Merger Effective Time, the Surviving Corporation Holdco shall use its reasonable best efforts to cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior Qell Shares entitled to receive Holdco Shares in accordance with Section 2.1(c) pursuant to the Effective Time represented outstanding shares contribution of Xxxxx Common Stock its Merger Claim (the "Certificates") converted pursuant to as set forth in Section 2.01(a)(iii) into the right to receive the Merger Price (x) 2.1(c)(iv)), a letter of transmittal (transmittal, which shall specify that delivery shall be effected, in a form reasonably acceptable to Qell and risk the Company (the “Letter of loss and title to the Certificates shall pass, only upon delivery Transmittal”). Within five (5) Business Days of the Certificates surrender to the Exchange Agent and shall be in of all certificates evidencing ownership of Qell Shares (“Certificates”) held by such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions holder for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon surrender of a Certificate for cancellation to the Exchange Agentcancellation, together with such letter a Letter of transmittal Transmittal, duly completed and validly executed and completed in accordance with its termsthe instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor therefor, and Holdco shall cause the Exchange Agent to deliver (i) the applicable number of Holdco Shares and (ii) an amount in immediately available funds equal to the Merger Price per share any cash in lieu of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)fractional shares, and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In no event shall No interest will be paid or accrued on any amount payable upon due surrender of the holder of any Certificates. Until surrendered as contemplated by this Section 2.6, each Certificate be entitled to receive interest on any funds to Holdco Shares in accordance with Section 2.1(c)(iv) shall be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, deemed at all times after the Merger Price Effective Time, as the case may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidencebe, to represent only the satisfaction right to receive upon such surrender the applicable number of the Surviving Corporation, Holdco Shares that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidholder is entitled to receive in accordance with the provisions of Section 2.1(c)(iv).

Exchange Procedures. (ia) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable At or after the Effective Time, each holder of a certificate or certificates theretofore evidencing issued and outstanding shares of Company Common Stock, upon surrender of the Surviving Corporation same to an agent duly appointed by the Acquiror ("Exchange Agent"), shall cause be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Acquiror Common Stock into which the shares of Company Common Stock theretofore represented by the certificate or certificates so surrendered shall have been converted as provided in Section 2.3(c) hereof. As promptly as practicable after the Effective Time (and in no event later than the fifth business day following the Effective Time), the Exchange Agent to shall mail to each holder of record of a an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding evidenced shares of Xxxxx Company Common Stock, and which is to be exchanged for Acquiror Common Stock (the "Certificates") converted pursuant to as provided in Section 2.01(a)(iii) into the right to receive the Merger Price (x) 2.3 hereof, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such certificate shall pass, only upon delivery of such certificate to the Certificates Exchange Agent) advising such holder of the terms of the exchange effected by the Merger and of the procedure for surrendering to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of the Certificates certificate in exchange for the Merger Pricea certificate or certificates evidencing Acquiror Common Stock or cash in lieu of any fractional share. Upon surrender of a Certificate for cancellation Notwithstanding anything in this Agreement to the Exchange Agentcontrary, together with such letter certificates representing Company Common Stock surrendered for exchange by any Affiliate of transmittal duly executed and completed the Company (as defined in Section 5.13(a) hereof) shall not be exchanged for certificates representing shares of Acquiror Common Stock in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions terms of this Article II (Agreement until the Acquiror has received a written agreement from such person as specified in accordance with applicable lawSection 5.13(b), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paid.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, but in any event no later than ten (10) business days after the Surviving Corporation Effective Date, the Paying Agent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Certificates for Company Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price ): (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as the Surviving Corporation Parent and Company may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for a cash payment of the proper Merger PriceConsideration when and if it becomes payable under this Agreement. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent, together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor by check or wire transfer, as the case may be, an amount equal to the proper Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of Consideration when and if it becomes payable under this Article II (in accordance with applicable law)Agreement, and the Certificate so surrendered shall forthwith be canceled. In no event No interest shall be paid or accrued on any Merger Consideration upon the holder surrender of any Certificate be entitled to receive interest on any funds to be received in the MergerCertificates. In the event of a transfer of ownership of Xxxxx Common Company Stock which is not registered in the transfer records of Xxxxxthe Company, payment of the proper Merger Price Consideration when and if it becomes payable under this Agreement may be issued paid to a transferee if the Certificate representing such Xxxxx Common Stock Company Stock, as applicable, is presented to the Exchange Agent Paying Agent, accompanied by all documents required that the Paying Agent may require to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and by evidence that any applicable stock transfer or other taxes had required as a result of such payment to a Person other than the registered holder of such shares have been properly paid. Until surrendered and exchanged as contemplated by this Section 1.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender an amount equal to the proper Merger Consideration when and if it becomes payable under this Agreement.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon promptly as reasonably practicable after the Effective TimeTime but in no event more than five (5) Business Days thereafter, the Surviving Corporation Parent shall cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates certificates, which immediately prior to the Effective Time represented outstanding shares of Xxxxx Company Common Stock or Company Preferred Stock as of the Effective Time (the "“Certificates"”) whose shares were converted pursuant to Section 2.01(a)(iii2.1(c) or 2.1(d) into the right to receive the Common Stock Merger Price Consideration or the Preferred Stock Merger Consideration, as applicable, (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Common Stock Merger PriceConsideration or the Preferred Stock Merger Consideration, as applicable. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent, together with such letter of transmittal transmittal, duly completed and validly executed and completed in accordance with its termsthe instructions thereto, the holder of such Certificate shall be entitled to receive as promptly as practicable in exchange therefor an amount equal therefor, subject to subsection (f) below, the Merger Price per share of Xxxxx Common Stock Merger Consideration multiplied by the number of shares of Company Common Stock or the Preferred Stock Merger Consideration multiplied by the number of shares of Company Preferred Stock formerly represented thereby, which by such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)Certificate, and in each case the Certificate so surrendered shall forthwith be canceled. In no event Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed for all purposes at any time after the holder Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration in cash as contemplated by Section 2.1 and this Section 2.3. No interest will be paid or accrue in any respect on any cash payable upon surrender of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidcertificate.

Exchange Procedures. (i) The record date At the Closing, Parent will deliver to the Stockholder Representative, for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail delivery to each holder of record of a certificate or certificates which (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Company Capital Stock, forms of (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (the "Letter of Transmittal") which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Stockholder Representative and shall be in such form and have such other provisions as the Surviving Corporation Parent may reasonably specify) specify and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the amount of the Closing Payment payable in exchange therefor. The Letter of Transmittal shall indicate that applicable withholding Taxes with respect to the cashing out of the Company Stock Rights, if applicable, and the vesting of shares of Company Capital Stock that are restricted stock will be withheld from the Merger PriceConsideration otherwise payable to each holder of Company Stock Rights who receives a payment with respect to his or her Company Stock Rights in connection with the Merger or upon the exchange of shares of Company Capital Stock that are restricted stock, and that other amounts may be withheld from any Stockholder in accordance with the terms of this Agreement. Upon Following the Effective Time and delivery to the Stockholder Representative of a duly completed and executed Letter of Transmittal, together with surrender of a Certificate (or Certificates) for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its termscancellation, the holder of such Certificate Stockholder shall be entitled to receive in exchange therefor an amount equal the portion of the Closing Payment to which such Stockholder is entitled pursuant to Section 1.6 and the Certificate(s) so surrendered shall be canceled. Following the Effective Time, until so surrendered, each outstanding Certificate that, prior to the Merger Price per share Effective Time, represented shares of Xxxxx Common Company Capital Stock represented therebywill be deemed from and after the Effective Time, which such holder has for all corporate purposes, to evidence only the right to receive pursuant to the provisions portion of Merger Consideration as provided in this Article II (in accordance with applicable law), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paid.I.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable Promptly after the Effective TimeTime (but no later than three (3) Business Days therefrom), the Surviving Corporation shall mail or cause the Exchange Agent to mail be mailed to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Shares (the a "Certificate" or "Certificates") that were converted pursuant to Section 2.01(a)(iii) by virtue of the Merger into the right to receive the Merger Price cash pursuant to Section 1.06(b) (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as the Surviving Corporation and Exchange Agent may reasonably specify) ), and (yii) instructions for use in effecting the surrender of the Certificates Certificates, in exchange for the Merger PriceConsideration. Upon surrender to the Exchange Agent of a Certificate for cancellation to or Certificates, together with a duly executed letter of transmittal and any other documents reasonably required by the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its termsacceptance thereof by the Exchange Agent, the holder of such Certificate thereof shall be entitled to receive in exchange therefor an amount of cash equal to the Merger Price per share Consideration (without interest) multiplied by the number of Xxxxx Common Stock Shares previously represented thereby, which by such holder has the right to receive pursuant to the provisions Certificate or Certificates surrendered less any required withholding of this Article II (any amounts therefrom in accordance with applicable law)Section 2.07. The Exchange Agent shall accept such Certificates and documents upon compliance with such customary and reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of Certificates and if such Certificates are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration in cash (without interest) allocable to the Shares previously represented by such Certificate or Certificates to the record holder. If any Merger Consideration is to be remitted to a name other than that in which the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall forthwith be canceled. In no event properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Company or its transfer agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a name other than that of the registered holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidencesurrendered, or establish to the satisfaction of the Surviving CorporationCompany or its transfer agent that the tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, that and except as contemplated in Section 1.07, each Certificate previously representing Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the Merger Consideration allocable to the Shares previously represented by such transfer had properly occurred and that Certificates as contemplated by Section 1.06(b). No interest will be paid or will accrue on any applicable stock transfer taxes had been properly paidamount payable as Merger Consideration.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation FIC shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx RMT Common Stock (collectively, the "Certificates") whose shares are being converted into FIC Common pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) a letter of transmittal (which shall specify that delivery shall be effected2.3, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceFIC Common. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its termsFIC, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal the certificates representing the number of shares of FIC Common and payments in lieu of fractional shares to the Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive Holder is entitled pursuant to the provisions of this Article II (in accordance with applicable law), Section 2.3 and is represented by the Certificate so surrendered. The Certificates so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx RMT Common Stock which is not registered in the transfer records of XxxxxRMT, the Merger Price stock certificates representing shares of FIC Common may be issued delivered to a transferee if the Certificate representing the right to receive such Xxxxx FIC Common Stock is presented to the Exchange Agent FIC and accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and to evidence that any applicable stock transfer taxes had have been properly paid. FIC shall follow the same procedure with respect to lost, stolen or mutilated RMT Certificates as it follows with respect to lost, stolen or mutilated FIC certificates. Unless and until any such Certificate shall be so surrendered, or such procedures respecting lost, stolen or mutilated Certificates are followed, the holders of the Certificate shall not be entitled to receive certificates for the FIC Common or cash for any fractional share of FIC Common and any dividends paid or other distributions made to holders of record of FIC Common after the Effective Time shall be paid to and retained by FIC and paid over to such holder when such Certificate is surrendered or such procedures are implemented in accordance with this Section 2.4(b).

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall will cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented evidenced outstanding shares of Xxxxx Common Stock (the "Certificates") converted other than Dissenting Shares and shares to be canceled pursuant to Section 2.01(a)(iii2.01(b)) into (the right to receive the Merger Price "CERTIFICATES"), (xi) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation Merger Sub may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Merger Sub or the Surviving Corporation, together with such a letter of transmittal transmittal, duly executed executed, and completed in accordance with its termssuch other customary documents as may be required pursuant to such instructions (collectively, the "TRANSMITTAL DOCUMENTS"), the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per Consideration for each share of Xxxxx Common Stock formerly represented therebyby such Certificate, which such holder has the right to receive pursuant to the provisions without any interest thereon, less any required withholding of this Article II (in accordance with applicable law)taxes, and the Certificate so surrendered shall forthwith thereupon be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx shares of Common Stock which is not registered in the transfer records of Xxxxxthe Company, the Merger Price Consideration may be issued and paid in accordance with this Article II to a the transferee of such shares if the Certificate representing evidencing such Xxxxx shares of Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to and is properly endorsed or otherwise in proper form for transfer. The signature on the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that Certificate or any applicable related stock transfer taxes had been properly paid.power must be properly

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Company Capital Stock (the "“Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price ”), (xi) a letter of transmittal in customary form, reasonably acceptable to Parent and Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and Agent), (yii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration, and (iii) unless earlier delivered to Parent, a certificate to be signed and delivered by each holder of Company Capital Stock in substantially the Merger Priceform attached hereto as Exhibit D (the “Shareholder Certificate”). Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent or to such other agent or agents as may be appointed by Parent together with such letter of transmittal duly and Shareholder Certificate (unless, in the case of the Shareholder Certificate, such Shareholder Certificate has previously been executed and delivered by the holder), duly completed and validly executed in accordance with its termsthe instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to therefore the Merger Price per share of Xxxxx Common Stock represented thereby, Consideration to which such holder has is entitled pursuant to Section 1.6 (less the Escrow Shares and the Escrow Cash to be deposited in the Escrow Fund on such holder’s behalf pursuant to Article 7). Until surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to evidence only the right to receive the Merger Consideration pursuant to the provisions of this Article II (in accordance with applicable law), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paid1.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable Within 5 days after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Shares (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be substantially in such a form and have such other provisions attached hereto as the Surviving Corporation may reasonably specifyExhibit 2.02(b) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Pricecash (pursuant to Section 2.01). Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent(or affidavit of loss in accordance with Section 2.02(g)), together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsthe instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor an that amount equal to of the Per Share Merger Price per share of Xxxxx Common Stock represented thereby, which Consideration that such holder has the right to receive in respect of the Shares formerly represented by such Certificate (after taking into account all Shares then held by such holder) pursuant to the provisions of this Article II (in accordance with applicable law)Section 2.01, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which Shares that is not registered in the transfer records of Xxxxxthe Company, the Per Share Merger Price Consideration to which such holder is entitled pursuant to Section 2.01 may be issued to a transferee if the Certificate representing such Xxxxx Common Stock Shares is presented to the Exchange Agent Agent, accompanied by all documents required to evidence, evidence and effect such transfer and by evidence reasonably satisfactory to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and Parent that any applicable stock share transfer taxes had have been properly paid. Until surrendered as contemplated by this Section 2.02, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration to which such holder is entitled pursuant to Section 2.01.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of a certificate or certificates which Certificates immediately prior to the Effective Time represented outstanding of the Merger whose shares were converted into shares of Xxxxx Common Merger Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price 2.01, (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and which shall be in such form and have such other provisions as the Surviving Corporation Parent may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing shares of Merger PriceStock. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the a certificate representing that number of whole shares of Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II (after taking into account all shares of Company Common Stock then held by such holder) and cash in accordance with applicable lawlieu of any fractional shares of Merger Stock as contemplated by Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Mergercancelled. In the event of a transfer of ownership of Xxxxx shares of Company Common Stock which is not registered in the transfer records of Xxxxxthe Company, a certificate representing the proper number of shares of Merger Price Stock may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent Agent, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and by evidence that any applicable stock transfer taxes had have been properly paid.. Until surrendered as contemplated by this 10 5

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a an outstanding certificate or certificates which that represented issued and outstanding shares of Company Common Stock immediately prior to the Effective Time represented outstanding (other than shares referred to in Section 2.1(b) and Dissenting Shares) shall, upon surrender to the Paying Agent of such certificate or certificates and acceptance thereof by the Paying Agent, be entitled to the amount of cash into which the total number of shares of Xxxxx Company Common Stock previously represented by such surrendered certificate or certificates shall have been converted pursuant to the Merger. The Paying Agent shall accept such certificates upon surrender of such certificates pursuant to a Letter of Transmittal, substitute form W-9 or similar document, and related documents, the form of which shall be provided by Purchaser and approved by the Company prior to the Effective Time (such approval not to be unreasonably withheld) and upon compliance with such other reasonable terms and conditions as the Paying Agent may impose in order to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfers on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock (other than to give effect, (i) in accordance with customary settlement procedures as determined by the "Certificates"Company's transfer agent, to sales of shares, and (ii) converted pursuant to exercises of Options (as defined in Section 2.01(a)(iii) into 2.3(a), to the right extent that such sales and/or exercises took place before the Effective Time), and if such certificates are presented to receive the Merger Price (x) a letter of transmittal (which shall specify that delivery Company for transfer, they shall be effected, and risk of loss and title to the Certificates shall pass, only upon canceled against delivery of cash as provided above. If any cash is to be remitted to a person other than the Certificates to the Exchange Agent and registered holder of a certificate for Company Common Stock surrendered for exchange, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such form and have such other provisions as exchange shall pay to the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting or the surrender Paying Agent any transfer or other taxes required by reason of the Certificates in exchange for payment of cash to a person other than the Merger Price. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its terms, the registered holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share of Xxxxx Common Stock represented therebycertificate surrendered, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, or establish to the satisfaction of the Surviving Corporation, Corporation or the Paying Agent that such transfer had properly occurred tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each certificate for shares of Company Common Stock (other than shares referred to in Section 2.1(a) and that Dissenting Shares) shall be deemed from the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.1 and any applicable stock transfer taxes had been properly paiddividends or other distributions as described in Section 2.2(c). No interest shall be paid or shall accrue on any cash payable as Merger Consideration.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon promptly as reasonably practicable after the Effective TimeTime (but in no event more than two (2) business days thereafter), the Surviving Corporation Parent, H&H Acquisition Sub and H&H Group shall cause the Exchange Paying Agent to mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Book-Entry Share (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or Book-Entry Shares, as applicable, to the Exchange Paying Agent and which shall otherwise be in such customary form and have such other (including customary provisions as the Surviving Corporation may reasonably specifywith respect to delivery of an “agent’s message” with respect to Book-Entry Shares)) and (yii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger PriceConsideration and any dividends declared not in violation of Section 4.01(a) with a record date prior to the Effective Time that remain unpaid at the Effective Time with respect to such Company Common Stock. Upon surrender Each holder of record of a Certificate for cancellation or Book-Entry Share shall, upon surrender to the Exchange AgentPaying Agent of such Certificate or Book-Entry Share, together with such letter of transmittal transmittal, duly executed executed, and completed in accordance with its termssuch other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share Consideration into which the number of Xxxxx shares of Company Common Stock represented therebyby such Certificate or such Book-Entry Share as of immediately prior to the Effective Time, which such holder has as applicable, shall have been converted into the right to receive pursuant to Section 2.01(c), together with any dividends declared not in violation of Section 4.01(a) with a record date prior to the provisions of this Article II (in accordance Effective Time that remain unpaid at the Effective Time with applicable law)respect to such Company Common Stock, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Company Common Stock which is not registered in the transfer records of Xxxxxthe Company, payment of the Merger Price Consideration, together with any dividends declared not in violation of Section 4.01(a) with a record date prior to the Effective Time that remain unpaid at the Effective Time with respect to such Company Common Stock, may be issued made to a transferee if person other than the person in whose name the Certificate representing so surrendered is registered if such Xxxxx 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 similar taxes required by reason of the payment of the Merger Consideration, together with any such dividends to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of H&H Group that such tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.02(b), each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, together with any dividends declared not in violation of Section 4.01(a) with a record date prior to the Effective Time that remain unpaid at the Effective Time with respect to such Company Common Stock, which the holder thereof has the right to receive in respect of such Certificate or Book-Entry Share pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II. Prior to the Effective Time, Parent, H&H Group, H&H Acquisition Sub and the Company shall cooperate to establish procedures with the Paying Agent and Broadridge Financial Solutions, Inc. (“Broadridge”) to provide that the Paying Agent will transmit to Broadridge or its nominee as promptly as practicable after the Merger Closing (and, in any event, no later than the first (1st) business day after the Merger Closing) an amount in cash in immediately available funds equal to the number of shares of Company Common Stock is presented held of record by Broadridge or such nominee immediately prior to the Exchange Effective Time multiplied by the Per Share Merger Consideration. As promptly as practicable after the Effective Time (but in any event within one (1) business day thereafter), Parent, H&H Acquisition Sub and H&H Group shall cause the Paying Agent accompanied to disburse by all documents required wire transfer of immediately available funds to evidence, an account designated in writing by the Company prior to the satisfaction of Merger Closing an amount equal to the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidAward Amounts (other than the Award Amounts pursuant to Section 2.03(b)).

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time (and in any event within three (3) Business Days after the Effective Time), the Surviving Corporation shall cause the Exchange Agent use reasonable best efforts to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Company Common Stock (the "“Certificates") converted pursuant to Section 2.01(a)(iii) into ”), other than the right to receive Principal Stockholders and the Merger Price Company stockholders listed on Schedule 1.2, (xi) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Surviving Corporation, and which letter shall be in such customary form and have such other provisions as the Surviving Corporation Parent may reasonably specify) , including with respect to title, and (yii) instructions for use in effecting the surrender of the such Certificates in exchange for the such holder’s Closing Per Share Merger PriceConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, Surviving Corporation together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsthe instructions thereto, and such other documents as may reasonably be required by the Surviving Corporation, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Closing Per Share Merger Price per share Consideration multiplied by the number of Xxxxx shares of Company Common Stock represented thereby, which by such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the MergerCertificate. In the event of a transfer of ownership of Xxxxx Company Common Stock which is not registered in the transfer records of Xxxxxthe Company, the Closing Per Share Merger Price Consideration to which such holder is entitled pursuant to Section 2.2, may be issued delivered with respect to such shares to such a transferee if the Certificate representing such Xxxxx Common Stock shares is presented to the Exchange Agent Surviving Corporation, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and to evidence that any applicable stock transfer taxes had Taxes have been properly paid.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record (other than the Company or any of its Subsidiaries or Parent, Purchaser or any other subsidiary of Parent) of a certificate or certificates which that, immediately prior to the Effective Time represented Time, evidenced outstanding shares of Xxxxx Common Stock Shares (the "CertificatesCERTIFICATES") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent and the Surviving Corporation Company may reasonably specify) agree and (yii) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger PriceConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal transmittal, duly executed and completed in accordance with its termsthe instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per Consideration for each share of Xxxxx Common Stock formerly represented thereby, which by such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), Certificate and the such Certificate so surrendered shall forthwith then be canceled. In no event shall No interest will be paid or will accrue for the holder benefit of any Certificate be entitled to receive interest holders of the Certificates on any funds to be received in the MergerMerger Consideration payable upon the surrender of the Certificates. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxxthe Company, payment of the Merger Price Consideration may be issued made with respect to such Common Stock to such a transferee if the Certificate formerly representing such Xxxxx shares of Common Stock is presented to the Exchange Agent Agent, accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and to evidence that any applicable stock transfer taxes had have been properly paid.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to will mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Shares, and required pursuant to a Preferred Stock Election, Preferred Shares (the a "CertificatesCertificate") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price Consideration: (xi) a letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Exchange Agent and shall will be in such form and have such other customary provisions as the Surviving Corporation Reitco may reasonably specifyspecify consistent with this Agreement) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger PriceConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly executed executed, and completed in accordance with its termssuch other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor an amount equal to the applicable Merger Price per share of Xxxxx Common Stock represented therebyConsideration and cash, if any, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)III, and the Certificate so surrendered shall will forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Shares (and Preferred Shares if required pursuant to the Preferred Stock Election) which is not registered in the transfer records of Xxxxxthe Company, the Merger Price Consideration may be issued or paid to a transferee if person or entity (a "Person") other than the Person in whose name the Certificate representing so surrendered is registered if such Xxxxx Common Stock Certificate is presented properly endorsed or otherwise in proper form for transfer and the Person requesting such issuance or payment pays any transfer or other taxes required by reason of the issuance or payment of the Merger Consideration to a Person other than the Exchange Agent accompanied by all documents required to evidence, registered holder of such Certificate or establishes to the satisfaction of the Surviving Corporation, Reitco that such transfer had properly occurred tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3(b), each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration which the holder thereof has the right to receive in respect of such Certificate in the Merger and that cash, if any, pursuant to the provisions of this Article III. No interest will be paid or will accrue on any applicable stock transfer taxes had been properly paidcash payable to holders of Certificates pursuant to the provisions of this Article III, but all payments of cash, if any, which holders have the right to receive pursuant to the provisions of this Article III will be made in immediately available funds.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Xxxxx First Chance Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price shares of Revenge Common Stock pursuant to Section 1.6, (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation Revenge may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Pricecertificates representing shares of Revenge Common Stock or Series A Preferred Stock in Revenge, as determined in Section 1.6. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Revenge, together with such letter of transmittal transmittal, duly completed and validly executed and completed in accordance with its termsthe instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to a certificate representing the Merger Price per share number of Xxxxx whole shares of Revenge Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (or Series A Preferred Stock in accordance with applicable law), Revenge and the Certificate so surrendered shall forthwith be canceled. In no event shall Until so surrendered, each outstanding Certificate that, prior to the holder Effective Time, represented shares of any Certificate First Chance Capital Stock will be entitled deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to receive interest on any funds to be received in evidence the Merger. In the event of a transfer of ownership of Xxxxx the number of full shares of Revenge Common Stock and Series A Preferred Stock in Revenge into which is not registered such shares of First Chance Capital Stock shall have been so converted in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidaccordance with Section 1.6.

Exchange Procedures. (i) The record date for Concurrently with the purposes mailing of the transactions contemplated hereby Proxy Statement, Acquiror shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause direct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Company Common Stock or Company Preferred Stock evidenced by certificates (the "“Certificates"”) converted entitled to receive the Per Share Merger Consideration pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) 2.1: a letter of transmittal (which shall be in a form reasonably acceptable to the Acquiror and the Company (the “Letter of Transmittal”) and which shall (A) have customary representations and warranties as to title, authorization, execution and delivery, (B) have a customary release of all claims against the Acquiror and the Company arising out of or related to such holder’s ownership of shares of Company Common Stock or Company Preferred Stock, (C) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) Agent, and (yD) include instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. As soon as reasonably practicable following the Effective Time and in exchange for any event (1) within two (2) Business Days following the Merger Price. Upon Effective Time (to the extent such shares of Company Common Stock or Company Preferred Stock are or were represented by book-entry) or (2) within two (2) Business Days following the surrender of a Certificate for cancellation to the Exchange AgentAgent of all Certificates held by such holder for cancellation (to the extent such shares of Company Common Stock or Company Preferred Stock are or were certificated), together with such letter a Letter of transmittal Transmittal, duly completed and validly executed and completed in accordance with its termsthe instructions thereto, as applicable, the holder of such Certificate book-entry shares or Certificates, as applicable, shall be entitled to receive in exchange therefor an amount equal therefore, and Acquiror shall direct the Exchange Agent to deliver to each such holder, the Per Share Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to Consideration in accordance with the provisions of this Article II (in accordance with applicable law), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidSection 2.1.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a an outstanding certificate or certificates which immediately prior to the Effective Time thereto represented outstanding shares of Xxxxx Common Stock (the "Certificates"other than any Dissenting Shares) converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) a letter of transmittal (which shall specify that delivery shall be effectedshall, and risk of loss and title upon surrender to the Certificates shall passPaying Agent of such certificate or certificates and acceptance thereof by the Paying Agent, only upon delivery of the Certificates be entitled to the Exchange per share Cash Amount multiplied by the aggregate number of shares of Common Stock previously represented by such certificate(s). The Paying Agent shall accept such certificates upon compliance with such reasonable terms and shall be in such form and have such other provisions conditions as the Surviving Corporation Paying Agent may reasonably specify) and (y) instructions for use in effecting the surrender of the Certificates in impose to effect an orderly exchange for the Merger Price. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and completed thereof in accordance with its terms, normal exchange practices. If the holder consideration to be paid in the Merger (or any portion thereof) is to be delivered to any person other than the person in whose name the certificate representing shares of such Certificate shall be entitled to receive Common Stock surrendered in exchange therefor an amount equal is registered, it shall be a condition to such exchange that the Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), and the Certificate certificate so surrendered shall forthwith be canceled. In no event properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a person other than the registered holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxxcertificate surrendered, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, or shall establish to the satisfaction of the Surviving Corporation, Paying Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer had properly occurred on the records of the Company or its transfer agent of certificates representing shares of Common Stock and that if such certificates are presented to the Company for transfer, they shall be cancelled against delivery of the Cash Amount as hereinabove provided. Until surrendered as contemplated by this Section 2.3(c), each certificate representing shares of Common Stock (other than certificates representing shares to be cancelled in accordance with Section 2.1(b) or Dissenting Shares), shall be deemed at any applicable stock transfer taxes had been properly paidtime after the Effective Time to represent only the right to receive upon such surrender the Common Merger Consideration (subject to the Holdback Amount), without any interest thereon, as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Common Merger Consideration.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates (the "Certificates") which represented shares of KeySpan Common Stock immediately prior to the Effective Time represented outstanding and whose shares of Xxxxx Common Stock (the "Certificates") were converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price Consideration pursuant to Section 2.1: (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the KeySpan Certificates shall pass, only upon delivery of the KeySpan Certificates to the Exchange Agent Agent, and which letter shall be in such form and have such other provisions as the Surviving Corporation KeySpan may reasonably specify) specify prior to the Effective Time and (yii) instructions for use in effecting the surrender of the KeySpan Certificates in exchange for the Merger PriceConsideration to which such holder is entitled pursuant to Section 2.1. Upon surrender of a KeySpan Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal transmittal, duly executed and executed, completed in accordance with its termsthe instructions thereto, and such other documents as the Exchange Agent may reasonably require, the holder of such KeySpan Certificate shall be entitled to receive in exchange therefor an amount equal to the aggregate Merger Price per share of Xxxxx Common Stock represented thereby, Consideration which such holder has the right to receive pursuant to the provisions Section 2.1 (after taking into account all shares of this Article II (in accordance with applicable law), KeySpan Common Stock surrendered by such holder) and the Certificate so surrendered shall forthwith be canceledcancelled. In no event shall Until so surrendered, each Certificate will represent, from and after the holder of any Certificate be entitled Effective Time, only the right to receive the Merger Consideration in cash as contemplated by this Article II. No interest shall accrue or be paid on any funds the amounts payable pursuant to be received in the Merger. In the event this Article II upon surrender of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidCertificate.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon promptly as reasonably practicable after the Effective Timedate hereof, the Surviving Corporation Novus shall use its reasonable best efforts to cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Company Common Stock and holder of Company Preferred Stock evidenced by certificates (the "“Certificates"”) converted entitled to receive the Per Share Merger Consideration pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) 3.01: a letter of transmittal (transmittal, which shall be in a form reasonably acceptable to Novus and the Company (the “Letter of Transmittal”) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) Agent; and (yB) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in exchange for no event prior to the Merger Price. Upon Effective Time) after the surrender of a Certificate for cancellation to the Exchange AgentAgent of all Certificates held by such holder for cancellation, together with such letter a Letter of transmittal Transmittal, duly completed and validly executed and completed in accordance with its termsthe instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor an amount equal therefore, and Novus shall cause the Exchange Agent to deliver the Per Share Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive pursuant to Consideration in accordance with the provisions of this Article II (in accordance with applicable law)Section 3.01, and the Certificate so surrendered shall forthwith be canceledcancelled. In no event shall the holder of any Until surrendered as contemplated by this Section 0, each Certificate be entitled to receive interest on any funds the Per Share Merger Consideration in accordance with Section 3.01 shall be deemed at all times after the Effective Time to be received in represent only the Merger. In right to receive upon such surrender the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Per Share Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, Consideration that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidholder is entitled to receive in accordance with the provisions of Section 3.01.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation SCB shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which Person that was, immediately prior to the Effective Time represented outstanding Time, a holder of shares of Xxxxx BSCA Common Stock (the "a “Record Holder”) (other than holders of Excluded Shares) represented by Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price : (xi) a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 3.3(g)) to the Exchange Agent and shall Agent, such customary letter of transmittal to be in such form and have such other provisions as the Surviving Corporation SCB and BSCA may reasonably specify) agree; and (yii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 3.3(g)) in exchange for the Per Share Merger PriceConsideration. Upon surrender of a Certificate the Certificates for exchange and cancellation to the Exchange Agent, together with such letter of transmittal duly executed completed and completed in accordance with its termsexecuted, the holder of such Certificate Record Holder shall be entitled to promptly receive in exchange therefor an amount equal to the Merger Price per for each share of Xxxxx BSCA Common Stock represented thereby, by such surrendered Certificates the Per Share Merger Consideration which such holder Record Holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law), and the Certificate Section 3.1(a)(i) hereof. Certificates so surrendered shall forthwith be canceledcancelled. In no event SCB shall the holder of any Certificate be entitled to rely upon the stock transfer books of BSCA to establish the identity of those Persons entitled to receive interest on any funds to the Per Share Merger Consideration specified in this Agreement, which books shall be received in the Mergerconclusive with respect thereto. In the event of a transfer of dispute with respect to ownership of Xxxxx Common Stock which is not registered stock represented by any Certificate, SCB shall be entitled to deposit the Per Share Merger Consideration in the transfer records of Xxxxx, the Merger Price may respect thereof in escrow with an independent third party and thereafter be issued relieved with respect to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidclaims thereto.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation Group shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) a notice and letter of transmittal form (which shall specify that delivery shall be effectedeffectuated, and risk of loss and title to the Certificates (as defined below) shall pass, pass only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation Group may reasonably specify) to each record holder of a certificate or certificates formerly representing shares of Common Stock or Preferred Stock (the “Certificates”) advising such holder of the effectiveness of the Recapitalization and (y) instructions the procedure for use in effecting surrendering to the Exchange Agent such Certificate or Certificates for exchange into the Recapitalization Consideration. Upon the surrender of the Certificates in exchange for the Merger Price. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal duly executed and completed in accordance with its termsthe appropriate transmittal forms, the holder of such Certificate thereof shall be entitled to receive in exchange therefor an amount equal therefor, and the Exchange Agent shall, as promptly as practicable, deliver to such holder, the Merger Price per share Recapitalization Consideration payable in respect of Xxxxx Common Stock represented therebysuch Certificates. Until surrendered as contemplated by this Article I, which each such holder has Certificate shall be deemed at any time after the Effective Time to represent only the right to receive pursuant to receive, upon such surrender of the provisions of this Article II Certificate, the Recapitalization Consideration. If the Recapitalization Consideration (in accordance with applicable law), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of or any Certificate be entitled to receive interest on any funds portion thereof) is to be received delivered to a person other than the person in whose name the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not Certificates surrendered in exchange therefor are registered in the transfer records of XxxxxGroup, it shall be a condition to such delivery that the Merger Price may Certificates so surrendered shall be issued to a transferee if properly endorsed or accompanied by appropriate stock powers (and the Certificate representing signature thereto must be guaranteed) and otherwise in proper form for transfer, that such Xxxxx Common Stock is presented transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent accompanied any transfer or other taxes payable by all documents required to evidence, reason of the foregoing or establish to the satisfaction of the Surviving Corporation, Exchange Agent that such transfer had properly occurred and that any applicable stock transfer taxes had have been properly paid or are not required to be paid.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Xxxxx Target Common Stock (the "CertificatesTarget Certificate") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Target Certificates shall pass, only upon delivery of the Target Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation Buyer and Target may reasonably specify) and (yii) instructions for use in effecting the surrender of the Target Certificates in exchange for the Merger Pricecertificates representing shares of Buyer Common Stock ("Buyer Certificates"). Upon surrender of a Target Certificate for cancellation to the Exchange AgentAgent (or such other agent or agents as may be appointed by Buyer), together with such a duly executed letter of transmittal duly executed and completed in accordance with its termstransmittal, the holder of such Target Certificate shall be entitled to receive in exchange therefor an amount equal to the Merger Price per share a Buyer Certificate representing that number of Xxxxx whole shares of Buyer Common Stock represented thereby, which such holder has the right to receive pursuant to the provisions of this Article II (Section 2.1, less such holder's pro rata portion of the Escrow Shares, as defined in accordance with applicable law)Section 2.3, and the Target Certificate so surrendered shall forthwith immediately be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Target Common Stock which is not registered in the transfer records of XxxxxTarget, a Buyer Certificate representing the Merger Price proper number of shares of Buyer Common Stock may be issued to a transferee if the Target Certificate representing such Xxxxx Target Common Stock is presented to the Exchange Agent Agent, accompanied by all documents reasonably required to evidence, to the satisfaction of the Surviving Corporation, that evidence and effect such transfer had properly occurred and by evidence that any applicable stock transfer taxes had have been properly paid. Until surrendered as contemplated by this Section 2.2, each Target Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a Buyer Certificate as contemplated by this Agreement.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record Upon surrender of a certificate or certificates which immediately prior Certificate for cancellation to the Effective Time represented outstanding shares of Xxxxx Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) Buyer, together with a letter of transmittal (which the “Letter of Transmittal”) in form reasonably acceptable to Buyer and the Company, duly completed and validly executed in accordance with the instructions thereto, (i) the holder of a Certificate representing Common Stock shall be entitled to receive in exchange therefor a cash amount equal to (A) the Per Share Common Amount multiplied by (B) the number of shares of Common Stock represented by such Certificate, (ii) the holder of a Certificate representing Preferred Stock shall be entitled to receive in exchange therefore a cash amount equal to (A) the applicable Per Preferred Share Consideration (B) the number of shares of the applicable series of Preferred Stock represented by such Certificate, and (iii) the Certificates so surrendered shall forthwith be canceled. The Letter of Transmittal shall specify that delivery of the applicable payments pursuant to this Agreement shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to Buyer. Buyer shall, no later than two Business Days after receipt of each properly surrendered Certificate, cause the Exchange Agent and shall payment described in the first sentence of this Section 2.9(b) to be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon surrender of a Certificate for cancellation made to the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal by wire transfer of immediately available funds to the Merger Price per share of Xxxxx Common Stock represented thereby, which account designated by such holder has in the letter of transmittal delivered with such Certificate. Until so surrendered, each outstanding Certificate that prior to the Effective Time represented Shares (other than Dissenting Shares) will be deemed from and after the Effective Time, for all purposes, to evidence the right to receive pursuant the applicable cash amount specified in this Agreement for each of such Shares (subject to the provisions of this Article II (in accordance with applicable lawhereof relating to the Escrow Fund). If, and after the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of Effective Time, any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidenceSurviving Corporation or Buyer, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred it shall be cancelled and that any applicable stock transfer taxes had been properly paidexchanged as provided in this Section 2.9.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable Promptly after the Effective Time, the --------------------- Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior ------------------ to the Effective Time represented outstanding shares of Xxxxx Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price shares of Parent Common Stock and cash in lieu of fractional shares pursuant to Section 1.6, (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation Parent may reasonably specify) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Pricecertificates representing shares of Parent Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal transmittal, duly completed and validly executed and completed in accordance with its termsthe instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to a certificate representing the Merger Price per share number of Xxxxx whole shares of Parent Common Stock represented thereby, and payment in lieu of fractional shares which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable law)Section 1.6, and the Certificate so surrendered shall forthwith be canceled. In no event Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the right to receive the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the holder right to receive an amount in cash in lieu of the issuance of any Certificate be entitled to receive interest on any funds to be received fractional shares in the Merger. In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidaccordance with Section 1.6.

Exchange Procedures. (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Timedate hereof, the Surviving Corporation shall cause the Exchange Agent to mail shall provide to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Certificates (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, shall contain the provisions required by Section 6.10 and shall be in such customary form and have such other provisions as Parent and the Surviving Corporation Shareholder Representative may reasonably specifyspecify (the “Letter of Transmittal”) and (yii) instructions for use in effecting the surrender of the Certificates Certificates. Parent and the Shareholder Representative shall cooperate in exchange for preparing the Merger PriceLetter of Transmittal as soon as reasonably practicable following the date hereof, and once so prepared the Shareholder Representative may circulate the same to the persons expected to hold Company Common Stock as of the Effective Time. Upon surrender of a Certificate for cancellation cancelation to the Exchange Agent, together with such letter of transmittal a duly executed Letter of Transmittal, and completed in accordance with its termssuch other documents as may reasonably be required by the Exchange Agent (including a properly executed IRS Form W-9) and subject to Section 2.04(g), the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as promptly as practicable following the Effective Time, (x) an amount of cash in U.S. dollars equal to the Merger Price per share product of Xxxxx (A) the Per Share Cash Closing Consideration and (B) the number of shares of Company Common Stock that were represented therebyby such Certificate immediately prior to the Effective Time, (y) the number of shares of Parent Common Stock equal to the product of (A) the Per Share Stock Consideration and (B) the number of shares of Company Common Stock that were represented by such Certificate immediately prior to the Effective Time and (z) any cash in lieu of fractional shares which such holder has the right to receive pursuant to the provisions of this Article II (in accordance with applicable lawSection 2.04(h), and the Certificate so surrendered shall forthwith be canceled. In no event Until surrendered as contemplated by this Section 2.04, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration payable in accordance with Section 2.02(d) and this Section 2.04(b) and the Escrow Agreement. No interest will be paid or will accrue on any cash payment to holders of Certificates pursuant to this Article II. Following surrender of any Certificate, there shall be paid to the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event shares of a transfer of ownership of Xxxxx Parent Common Stock which is not registered issued in exchange for such Certificate (1) at the transfer records time of Xxxxxsuch surrender, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx amount of any cash payable in lieu of fractional shares of Parent Common Stock to which such holder is presented entitled pursuant to Section 2.04(h) and the amount of dividends or other distributions with a record date after the Effective Time previously paid with respect to such whole shares of Parent Common Stock and (2) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.04, the cash deliverable under this Section 2.04(b) and Section 2.04(h) and the shares of Parent Common Stock deliverable under this Section 2.04(b) in respect of Certificates surrendered, together with a duly executed Letter of Transmittal, by the Shareholder Representative (whether for its own account or for the account of another holder of Certificates) on or before the Closing Date shall be delivered by the Exchange Agent accompanied by all documents required to evidence, directly to the satisfaction Shareholder Representative as promptly as practicable following the Effective Time, in the case of the Surviving Corporation, that such any cash by wire transfer had properly occurred and that any applicable stock transfer taxes had been properly paidof immediately available funds.

Exchange Procedures. (ia) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable Within three (3) Business Days after the Effective Time, the Surviving Corporation Paying Agent shall cause the Exchange Agent to mail provide to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxx Common Stock Certificate (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (xi) a letter of transmittal in substantially the form attached as Exhibit F hereto (which shall specify that delivery shall be effected, and risk a “Letter of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specifyTransmittal”) and (yii) instructions for use of the Letter of Transmittal in effecting the surrender of the Certificates such Certificate in exchange for the Merger PriceConsideration to be paid in accordance with Section 2.8(c) with respect to each of the shares of Company Capital Stock represented thereby. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent, together with such letter Letter of transmittal Transmittal duly executed and completed in accordance with its termsthe instructions thereto and a properly executed substitute Form W-9 or Form W-8BEN, if applicable, from such holder in form and substance acceptable to the Paying Agent, the Paying Agent shall pay, by check or by wire transfer of immediately available funds, to the holder of such Certificate shall be entitled to receive the cash payment described in exchange therefor an amount equal Section 2.8(c)(i) (rounded up to the Merger Price per share nearest $0.01) into which the shares of Xxxxx Common Company Capital Stock represented thereby, which by such holder has the right to receive Certificate were converted pursuant to the provisions of this Article II (in accordance with applicable lawSection 2.8(c), and the Certificate without any interest thereon. The Certificates so surrendered shall forthwith be canceled. In no event Until so surrendered, such Certificates shall upon and following the Effective Time represent solely the right to receive the Merger Consideration with respect to the shares of Company Capital Stock, without interest. Notwithstanding the foregoing, Buyer and the Company shall use Commercially Reasonable Efforts to cause (x) the Letter of Transmittal to be made available to each holder of any a Certificate, and (y) such Person’s Letter of Transmittal and Certificate be entitled to receive interest on any funds to be received reviewed and processed as promptly as practicable after the Effective Time, such that, so long as such Person continues to hold the shares of Company Common Stock represented by such Certificate as of immediately prior to the Effective Time, such Person will be paid the payment described in Section 2.8(c)(i) with respect to such Certificate as promptly as practicable after the Merger. In the event of a Closing Date, by check or by wire transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Merger Price may be issued to a transferee if the Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and that any applicable stock transfer taxes had been properly paidimmediately available funds.