Common use of Payment for Shares in the Merger Clause in Contracts

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At or prior to the Effective Time, Falcon shall deposit with or for the account of a bank or trust company having net capital of not less than $100,000,000 and designated by Falcon (the "Payment Agent"), for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 3.1 (the "Payment Fund"). The Payment Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Payment Fund. (b) As soon as practicable after the Effective Time, but in any event no later than five (5) business days thereafter, the Payment Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 3.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") 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 Payment Agent and shall be in such form and have such other customary provisions as Falcon shall specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Payment Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration without any interest thereon, less any applicable withholding of taxes, and the Certificate so surrendered shall forthwith be canceled. The Merger Consideration with respect to the Shares represented thereby 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 and the person requesting such issuance shall pay any transfer or other nonincome taxes required by reason of the payment of the Merger Consideration to a person other 6

Payment for Shares in the Merger. The manner of making payment for Shares in A. UWS or such person as it shall select shall act as the Merger shall be as follows: paying agent (a) At or prior to the Effective Time, Falcon shall deposit with or for the account of a bank or trust company having net capital of not less than $100,000,000 and designated by Falcon (the "Payment Paying Agent"), for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 3.1 . Within three (the "Payment Fund"). The Payment Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Payment Fund. (b) As soon as practicable after the Effective Time, but in any event no later than five (53) business days thereafterafter the Closing Date, the Payment Paying Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 3.1(b)) of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding Shares Certificates (the "Certificates"i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Payment Agent and shall be in such form and have such other customary provisions as Falcon shall specifyPaying Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate for cancellation Certificates to the Payment Paying Agent, together with such letter of transmittal, transmittal duly executed, executed and such any other documents as may reasonably be required by the Payment Agentdocuments, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor from the Paying Agent and the Paying Agent shall pay for each of the Shares represented by such Certificates the Merger Consideration without together with any interest thereonas provided in Section 1.8.C. Until so surrendered, less any applicable withholding of taxes, and such Certificates shall represent solely the Certificate so surrendered shall forthwith be canceled. The right to receive the Merger Consideration with respect to each of the Shares represented thereby may thereby. No interest shall be paid or accrue on the Merger Consideration payable upon surrender of the Certificates other than as provided in Section 1.8.C. If any payment of the Merger Consideration is to be made to a person other than the person one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of such payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or and otherwise be in proper form for transfer and that the person requesting such issuance payment shall pay to the Paying Agent any applicable transfer or other nonincome taxes required by reason similar taxes, or shall establish to the satisfaction of the payment Paying Agent that any such tax has been paid or is not applicable. Notwithstanding the foregoing, neither UWS nor any party hereto shall be liable to a holder of Shares for any Merger Consideration delivered to a public official pursuant to applicable escheat law. In the event UWS selects a person to be the Paying Agent, UWS shall on or before the Merger Consideration Effective Time deposit with such person on behalf of Subsidiary a cash payment equal to a the Merger Price or portion thereof determined as provided in Section 1.8.C hereof. UWS shall pay all fees and expenses of any such person other 6it selects to be the Paying Agent.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At or prior to the Effective Time, Falcon Broadband shall deposit with or for the account of a bank or trust company having net capital of not less than $100,000,000 make available to an exchange agent selected by Broadband and designated by Falcon reasonably acceptable to Las Americas (the "Payment AgentEXCHANGE AGENT"), for the benefit of those persons who were the holders of SharesLas Americas Shares immediately prior to the Effective Time, a sufficient number of certificates representing Broadband Shares required to effect the funds necessary delivery of the aggregate merger consideration required to make the payments contemplated by Section be issued pursuant to SECTION 3.1 (the certificates representing Broadband Shares comprising such aggregate merger consideration being herein referred to as the "Payment FundEXCHANGE FUND"). The Payment Exchange Agent shallshall deliver, pursuant to irrevocable instructions, deliver the Merger Consideration shares contemplated to be issued pursuant to SECTIONS 3.1 AND 3.4 out of the Payment Exchange Fund. (b) The Exchange Fund shall not be used for any other purpose. As soon as practicable after the Effective Time, but in any event no later than five (5) business days thereafter, the Payment Exchange Agent shall mail send a notice and transmittal form to each holder of record (other than holders of certificates representing the Las Americas Shares referred to in Section 3.1(b)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent (who may appoint forwarding agents with Broadband's approval) the certificate or certificates to be exchanged pursuant to the Merger (the "CertificatesCERTIFICATES") 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 Payment Agent and shall be in such form and have such other customary provisions as Falcon shall specify) and (ii) instructions for use in effecting ). Upon the surrender for exchange of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment AgentCertificates, together with such letter of transmittal, transmittal duly executedcompleted and properly executed in accordance with instructions thereto, and such other documents as may reasonably be required by the Payment Agentpursuant to such instructions, the holder of such Certificate shall be entitled paid promptly, without interest thereon and subject to receive in exchange therefor the Merger Consideration without any interest thereon, less any applicable required withholding of taxes, the merger consideration to which such holder is entitled hereunder, and the Certificate so surrendered such Certificates shall forthwith be canceled. The Merger Consideration with respect Until so surrendered and exchanged, the Certificates shall represent solely the right to receive the merger consideration pursuant to SECTIONS 3.1 AND 3.4, subject to any required withholding of taxes. If any payment for the Las Americas Shares represented thereby may is to be paid made to a any person other than the person in whose name the Certificate so Certificates for such shares surrendered is registered if such Certificate are registered, it shall be properly endorsed or otherwise be in proper form for transfer and a condition of the exchange that the person requesting such issuance exchange shall pay to the Exchange Agent any transfer or other nonincome taxes required by reason of the delivery of such payment of the Merger Consideration to a person other 6than the registered owner of the Certificates surrendered or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. To the extent permitted by law, former stockholders of record of Las Americas shall be entitled to vote, after the Effective Time, at any meeting of Broadband stockholders, the number of Broadband Shares into which their respective Las Americas Shares are converted, regardless of whether such holders have exchanged their Certificates in accordance with this SECTION 3.2. No dividends or other distributions with respect to Broadband Shares with a record date after the Effective Time shall be paid to the holders of any unsurrendered Certificates with respect to the Broadband Shares represented thereby until the surrender of such Certificates in accordance with this SECTION 3.2. Subject to the effect of applicable laws, following surrender of any such Certificates, there shall be paid to the holder of the Certificates representing Broadband Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Broadband Shares, and (ii) 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 with a payment subsequent to such surrender payable with respect to such Broadband Shares. In the event any Certificates 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, if required by Broadband, the posting by such person of a bond in such amount, form and with such surety as Broadband may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the number of Broadband Shares deliverable (and unpaid dividends and distributions) in respect thereof pursuant to this Agreement.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger Shurgard REIT shall be as follows: (a) At or prior to the Effective Time, Falcon shall deposit with or for the account of a bank or trust company having net capital of not less than $100,000,000 and designated by Falcon (the "Payment Agent"), for the benefit of the holders of Shares, the funds necessary to make the payments contemplated by Section 3.1 (the "Payment Fund"). The Payment Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration out of the Payment Fund. (b) As soon as practicable after the Effective Time, but in any event no later than five (5) business days thereafter, the Payment Agent shall mail to each holder of record (other than holders of certificates representing Shares referred to in Section 3.1(b)) of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding Shares Certificates (the "Certificates"a) a form of letter of transmittal (which shall specify provide acknowledgement that (i) the Representatives are authorized to act on behalf of the Management Company shareholders with respect to the Agreement, the Indemnification Escrow Agreement and the Contingent Shares Agreement (as defined below) as set forth in Section 4.9 hereof, (ii) such shareholder agrees to be bound by the personal indemnification under Section 4.8(b) and (iii) delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to Shurgard REIT at the Payment Agent and shall be in such form and have such other customary provisions as Falcon shall specifyClosing) and (iib) instructions for use in effecting the surrender of the Certificates in exchange for payment of therefor. Except as provided in Section 4.8 below, at or after the Merger Consideration. Upon Effective Time, upon surrender of a Certificate Certificates for cancellation to the Payment AgentShurgard REIT, together with such letter of transmittal, transmittal duly executed, executed and such any other documents as may reasonably be required by the Payment Agentdocuments, the holder of such Certificate Certificates shall be entitled receive for each of the Shares represented by such Certificates (i) his, her or its pro rata portion of the Share Consideration, (ii) the right to receive Contingent Shares and cash in exchange therefor the Merger Consideration without any interest thereonlieu of fractional Contingent Shares as contemplated by Section 4.7, less any applicable withholding and (iii) cash in lieu of taxesfractional Shurgard REIT Common Shares as contemplated by Section 4.3, and the Certificate Certificates so surrendered shall forthwith be canceled. The Merger Consideration with Until surrendered, each outstanding Certificate shall, upon and after the Effective Time, be deemed for all purposes (other than to the extent provided in the following sentence) to evidence ownership of the number of shares of Shurgard REIT Common Shares into which such Shares have been converted pursuant to Section 4.1 hereof and the other rights contemplated in the preceding sentence. Unless and until such outstanding Certificates are so surrendered, the holders thereof shall not be entitled to receive any dividends or distributions of any kind payable to the holders of record of Shurgard REIT Common Shares. Upon the surrender of any such Certificate, however, there shall be paid to the record holder thereof the aggregate amount of dividends and distributions, if any, which theretofore became payable in respect to of the Shurgard REIT Common Shares into which the Shares represented thereby may be paid to a person other than the person in whose name the by such Certificate so have been converted, and such surrendered is registered if such Certificate shall be properly endorsed duly cancelled. No interest shall be payable on or otherwise be in proper form for transfer and the person requesting respect of such issuance shall pay any transfer deferred dividends or other nonincome taxes required by reason distributions until surrender of the payment of the Merger Consideration to a person other 6such outstanding Certificates.

Payment for Shares in the Merger. The manner of making payment for Shares in the Merger shall be as follows: (a) At or prior to the Effective Time, Falcon Parent shall deposit with or for the account make available to The Bank of a bank or trust company having net capital of not less than $100,000,000 and designated by Falcon Boston (the "Payment Exchange Agent"), or such other exchange agent selected by Parent and reasonably acceptable to the Company for the benefit of the holders of Shares, a sufficient number of certificates representing Parent Common Shares required to effect the funds necessary delivery of the aggregate Share Consideration required to make the payments contemplated by be issued pursuant to Section 3.1 4.1 (the certificates representing Parent Common Shares comprising such aggregate Share Consideration being hereinafter referred to as the "Payment Stock Merger Exchange Fund"). The Payment Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration Parent Common Shares contemplated to be issued pursuant to Section 4.1 and effect the sales provided for in Section 4.3 out of the Payment Stock Merger Exchange Fund. The Stock Merger Exchange Fund shall not be used for any other purpose. (b) As soon as practicable Promptly after the Effective Time, but in any event no later than five (5) business days thereafter, the Payment Exchange Agent shall mail to each holder of record (other than holders of certificates representing for Shares referred to in Section 3.1(b4.1(c)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Payment Agent and shall be in such form and have such other customary provisions as Falcon shall specifyExchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate Certificates for cancellation to the Payment Exchange Agent, together with such letter of transmittal, transmittal duly executed, executed and such any other documents as may reasonably be required by the Payment Agentdocuments, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor for each of the Merger Shares represented by such Certificates the Share Consideration without any interest thereon, less any applicable withholding of taxes, and the Certificate Certificates so surrendered shall forthwith be canceled. The Merger Until so surrendered, such Certificates shall represent solely the right to receive the Share Consideration and any cash in lieu of fractional Parent Common Shares as contemplated by Section 4.3 with respect to each of the Shares represented thereby may thereby. No dividends or other distributions that are declared after the Effective Time on Parent Common Shares and payable to the holders of record thereof after the Effective Time will be paid to a person other than persons entitled by reason of the Merger to receive Parent Common Shares until such persons surrender their Certificates. Upon such surrender, there shall be paid to the person in whose name the Parent Common Shares are issued any dividends or other distributions having a record date after the Effective Time and payable with respect to such Parent Common Shares between the Effective Time and the time of such surrender. After such surrender there shall be paid to the person in whose name the Parent Common Shares are issued any dividends or other distributions on such Parent Common Shares which shall have a record date after the Effective Time and prior to such surrender and a payment date after such surrender and such payment shall be made on such payment date. In no event shall the persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. If any certificate representing Parent Common Shares is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or and otherwise be in proper form for transfer and that the person requesting such issuance exchange shall pay to the Exchange Agent any transfer or other nonincome taxes required by reason of the payment issuance of certificates for such Parent Common Shares in a name other than that of the Merger Consideration registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a person other 6holder of Shares for any Parent Common Shares or dividends thereon, or, in accordance with Section 4.3, cash in lieu of fractional Parent Common Shares, delivered to a public official pursuant to applicable escheat law. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Shares held by it from time to time hereunder, except that it shall receive and hold all 5

Payment for Shares in the Merger. The manner Prior to the Effective Time, Parent shall appoint an agent (the "Paying Agent") reasonably acceptable to the Company for the purpose of making payment exchanging certificates representing Shares of Company Common Stock (the "Certificates") for Shares in the Merger shall be as follows: (a) Consideration. At or prior to the Effective Time, Falcon Parent or Purchaser shall deposit with or for the account of a bank or Paying Agent, in trust company having net capital of not less than $100,000,000 and designated by Falcon (the "Payment Agent"), for the benefit of the holders of SharesShares of Company Common Stock, cash in immediately available funds sufficient to pay the funds necessary Merger Consideration to make the payments contemplated by Section 3.1 be paid in respect of all Shares of Company Common Stock then outstanding (such cash being hereinafter referred to as the "Payment Fund"); provided, however, that no such deposit shall relieve Parent or Purchaser of its obligation to pay the Merger Consideration. The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent shallas directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to the holders of record of Shares of Company Common Stock. Earnings from such investment shall be the sole and exclusive property of Parent and the Surviving Corporation, pursuant and no part of such earnings shall accrue to irrevocable instructions, deliver the Merger Consideration out benefit of the Payment Fundholders of record of Shares of Company Common Stock. (b) As soon as reasonably practicable after the Effective Time, but in any event no later than five (5) business days thereafter, Parent will cause the Payment Paying Agent shall mail to send to each holder of record of Shares of Company Common Stock at the Effective Time (other than holders of certificates representing Shares of Company Common Stock referred to in Section 3.1(b3.01(a)(iii)) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") 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 proper delivery of the Certificates representing such Shares to the Payment Paying Agent and shall will be in such form and have such other customary provisions as Falcon shall specifyParent reasonably specifies) and (ii) instructions for use in effecting the surrender of the Certificates in exchange Certificate(s) for payment of the Merger ConsiderationConsideration for the Shares represented thereby. Upon Each holder of record of Shares of Company Common Stock that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon surrender of a Certificate for cancellation to the Payment AgentPaying Agent of one or more Certificates, together with such a properly completed letter of transmittal, duly executedthe Merger Consideration in respect of each Share of Company Common Stock represented by such Certificates. Until so surrendered, and such other documents as may reasonably be required by the Payment Agent, the holder of each such Certificate shall be entitled represent after the Effective Time for all purposes only the right to receive in exchange therefor such Merger Consideration. No interest shall be paid or accrued on any amount payable upon surrender of any Certificate. If any portion of the Merger Consideration without any interest thereonis to be paid to a Person (as herein defined) other than the Person in whose name the surrendered Certificate is registered, less any applicable withholding of taxes, and it shall be a condition to such payment that the Certificate so surrendered shall forthwith be canceled. The Merger Consideration with respect to the Shares represented thereby 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 and that the person Person requesting such issuance payment shall pay to the Paying Agent any transfer or other nonincome taxes required by reason as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Paying Agent that such tax has been paid or is not payable. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares of Company Common Stock in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding. If any 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, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares of Company Common Stock represented by such Certificate, as contemplated by this Article. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares of Company Common Stock. If, after the Effective Time, Certificates evidencing ownership of the Shares outstanding immediately prior to the Effective Time are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 3. Any portion of the Payment Fund (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares of Company Common Stock one year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged Shares of Company Common Stock for the Merger Consideration in accordance with this Section 3.03 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of such Shares, without any interest thereon. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of Shares of Company Common Stock for any amount paid to a person other 6public official pursuant to applicable abandoned property, escheat or similar Laws. The Surviving Corporation shall pay all charges and expenses of the Paying Agent.