Common use of Payment for Shares Clause in Contracts

Payment for Shares. (a) Prior to the Effective Time, Parent will deposit or cause to be deposited, with a U.S. bank or trust company designated by Parent and reasonably acceptable to the Company (the “Paying Agent”), in trust for the benefit of holders of the Shares, sufficient cash to make the payments due pursuant to Section 1.06 on a timely basis to holders of Shares that are issued and outstanding immediately prior to the Effective Time (such amounts being hereinafter referred to as the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. Such funds may be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, that (i) no such investment gains or losses thereon shall affect the Merger Consideration payable to the holders of Shares and following any losses that result in the amount of funds in the Payment Fund being insufficient to pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent for the benefit of the former stockholders of the Company to the extent of such insufficiency and (ii) such investments shall be in obligations of, or guaranteed by, the United States of America. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement. (b) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person (as defined below) who, as of the Effective Time, was the record holder of Shares whose Shares were converted into the Merger Consideration pursuant to Section 1.06: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration. Following surrender to the Paying Agent of a Certificate (or affidavit of loss in lieu thereof and bond as provided in Section 2.02(c)) or Book-Entry Shares, together with such letter of transmittal duly executed, the holder of such Certificate or Book-Entry Shares shall be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax (as defined below)) equal to the product of the number of Shares represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates or Book-Entry Shares. If payment is to be made to a Person other than the Person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 2.02, each Certificate shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon. (c) 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 or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Shares formerly represented thereby. (d) Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company for one (1) year after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders of the Company who have not complied with this Section 2.02 prior to the end of such one (1) year period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares for any amounts (whether in respect of such Shares or otherwise) delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates shall not have been surrendered immediately prior to the date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar Law, any unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, and any former holder of Shares who has not theretofore complied with this Section 2.02 shall thereafter look only to the Surviving Corporation for payment of their claim for Merger Consideration, without any interest thereon.

Payment for Shares. (a) Prior to the commencement of the Offer, Purchaser shall appoint a United States bank or trust company mutually acceptable to the Company and Parent to act as paying agent (the "Paying Agent") for the payment of the Offer Price and the Merger Price. Prior to the payment time thereof, Parent shall deposit or shall cause to be deposited with the Paying Agent in a separate fund established for the benefit of the holders of Shares, for payment upon surrender of the certificates for exchange in accordance with this Article III, through the Paying Agent (the "Payment Fund"), immediately available funds in amounts necessary to make the payments pursuant to the Offer, Section 2.08 and this Section 3.02 to holders (other than Shares held by the Company or any subsidiary of the Company or Parent, Purchaser or any other subsidiary of Parent, or holders of Dissenting Shares). The Paying Agent shall pay the Offer Price and the Merger Price out of the Payment Fund. From time to time at or after the Effective Time, Parent shall take all lawful action necessary to make the appropriate cash payments, if any, to holders of Dissenting Shares. Prior to the Effective Time, Parent will deposit or cause shall enter into appropriate commercial arrangements to be deposited, with a U.S. bank or trust company designated by Parent and reasonably acceptable to the Company (the “Paying Agent”), in trust for the benefit of holders ensure effectuation of the Shares, sufficient cash to make the payments due pursuant to Section 1.06 on a timely basis to holders of Shares that are issued and outstanding immediately prior to the Effective Time (such amounts being hereinafter referred to as the “Payment Fund”)preceding sentence. The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of shall invest the Payment Fund. Such funds may be invested by the Paying Agent Fund as directed by Parent or the Surviving Corporation; provided, that (i) no such investment gains or losses thereon shall affect the Merger Consideration payable to the holders of Shares and following any losses that result in the amount of funds in the Payment Fund being insufficient to pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent for the benefit of the former stockholders of the Company to the extent of such insufficiency and (ii) such investments shall be Purchaser in obligations of, or guaranteed by, the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Mood▇'▇ ▇▇▇estor Services or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or bankers' acceptances of commercial banks with capital exceeding $200 million, in each case with maturities not exceeding seven days. The Parent shall cause the Payment Fund shall not to be used for promptly replenished to the extent of any other purpose, except losses incurred as provided in this Agreement.a result of the aforementioned investments. All (b) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each Person (as defined below) who, as of the Effective Time, was the record holder of certificates (the "Certificates") that immediately prior to the Effective Time represented Shares whose Shares were converted into entitled to payment of the Merger Consideration Price pursuant to Section 1.06: 2.08 (other than Certificates representing Dissenting Shares and Certificates representing Shares held by Parent or the Purchaser, any wholly-owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company) (i) a form of letter of transmittal (which shall (x) specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, (y) contain a representation in a form reasonably satisfactory to Parent as to the good and marketable title of the Shares held by such holder free and clear of Lien (as hereinafter defined), and (z) contain such other customary provisions as the Company and Parent may reasonably specify; and (ii) instructions for use in effecting surrendering such Certificates and receiving the aggregate Merger Price, in respect thereof. Upon the surrender of the Certificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration. Following surrender each such certificate and subject to applicable withholding, the Paying Agent of a Certificate shall (or affidavit of loss in lieu thereof subject to applicable abandoned property, escheat and bond as provided in Section 2.02(c)similar laws) or Book-Entry Shares, together with such letter of transmittal duly executed, pay the holder of such Certificate or Book-Entry Shares shall be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax (as defined below)) equal to respect of Shares, the product of Merger Price multiplied by the number of Shares formerly represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by the Merger ConsiderationCertificate, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares held by Parent or the Purchaser, any wholly-owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest will or dividends shall be paid or accrued on the cash payable upon the surrender of the Certificates or Book-Entry SharesMerger Price. If payment the Merger Price (or any portion thereof) is to be made delivered to a Person any person other than the Person person in whose name the Certificate surrendered formerly representing such Shares is registered, it shall be a condition of payment to such right to receive such Merger Price, as applicable, that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting person surrendering such payment Certificates shall pay to the Paying Agent any transfer or other Taxes taxes required by reason of the payment of the Merger Price to a Person person other than the registered holder of the Certificate surrendered surrendered, or shall establish to the satisfaction of the Surviving Corporation Paying Agent that such Tax tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 2.02, each Certificate shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon. (c) If any Promptly following the first anniversary of the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming formerly representing a Share may surrender such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCorporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the posting by such Person aggregate Merger Price, without any interest or dividends thereon. (d) After the Effective Time, there shall be no transfers on the stock transfer books of a bond in such reasonable amount as the Surviving Corporation of any Shares, which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Shares are presented to the Surviving Corporation or the Paying Agent may direct as indemnity against any claim that may Agent, they shall be made against it with respect to such Certificate, surrendered and cancelled in return for the (e) Neither the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect nor any party to the Shares formerly represented thereby. (d) Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company for one (1) year after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders of the Company who have not complied with this Section 2.02 prior to the end of such one (1) year period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon. Neither Parent nor the Surviving Corporation Agreement shall be liable to any shareholder of the Company or Option holder of Shares for any amounts (whether in respect of such Shares Shares, any Options, the Merger Price or otherwise) cash delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates shall not have been surrendered immediately prior to the date that such unclaimed funds would otherwise become subject to and in accordance with any abandoned property, escheat or similar Law, law. (f) The Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any unclaimed funds payable shareholder of the Company or Option holder such amounts as the Company reasonably and in good faith determines are required to be deducted and withheld with respect to the making of such Certificates shallpayment under the Code (as hereinafter defined), or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the extent permitted shareholder or Option holder in respect of which such deduction and withholding was made by applicable Law, become the property of the Surviving Corporation, and any former holder of Shares who has not theretofore complied with this Section 2.02 shall thereafter look only to the Surviving Corporation for payment of their claim for Merger Consideration, without any interest thereonPaying Agent.

Payment for Shares. (a) Prior At or prior to the Effective Time, Parent will deposit or cause to be deposited, deposited with a U.S. bank or trust company designated by Parent (and reasonably acceptable to the Company Company) (the “Paying Agent”), ) cash in trust for the benefit of holders of the Shares, sufficient cash amounts and at times necessary to make the payments due pursuant to Section 1.06 on a timely basis 1.6 to holders of Shares that are issued and outstanding immediately prior to the Effective Time (such amounts being hereinafter referred to as the “Payment Fund”). The Paying Agent shallAs directed by Parent, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. Such funds may Fund shall be invested by the Paying Agent as directed by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest, (iii) money market accounts, certificates of deposit, bank repurchase agreements or banker’s acceptance of, or demand deposits with, commercial banks having a combined capital and surplus of at least $1,000,000,000 (based on the most recent financial statements of such bank which are publicly available) or (iv) commercial paper obligations rated A-1 or P-1 or better from either M▇▇▇▇’▇ Investor Services, Inc. or Standard & Poor’s, a division of The McGraw Hill Companies, or a combination thereof, for the benefit of the Surviving Corporation; provided, that (i) no such investment gains shall relieve Parent, the Surviving Corporation or losses thereon shall affect the Merger Consideration payable to the holders of Shares and following any losses that result in the amount of funds in the Payment Fund being insufficient to pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent for from making the benefit of the former stockholders of the Company to the extent of such insufficiency and (ii) such investments shall be in obligations of, or guaranteed by, the United States of Americapayments required by this Article II. The Payment Fund shall not be used for any purpose other purposethan to fund payments due pursuant to Section 1.6, except as provided in this Agreement. Any profit or loss resulting from, or interest and other income provided by, such investments shall be for the account of Parent. (b) As soon as reasonably practicable after the Effective Time and in any event not but no later than the fifth (5th) three Business Day following Days after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person (as defined below) whorecord holder of a Share, as of the Effective TimeTime which immediately prior to the Effective Time represented Shares (other than Excluded Shares), was the record holder a form of Shares whose Shares were converted into the Merger Consideration pursuant to Section 1.06: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates Shares to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Considerationa Share and receiving payment therefor. Following surrender to the Paying Agent of a Certificate (or affidavit of loss in lieu thereof and bond as provided in Section 2.02(c)) or Book-Entry Shares, together with such letter of transmittal duly executed, the holder of such Certificate or Book-Entry Shares Share shall be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax (as defined below)specified in Section 1.8) equal to the product of the number of Shares represented by such Certificate (or affidavit letter of loss in lieu thereof) or Book-Entry Shares transmittal multiplied by the Merger Consideration, and such Certificate Shares shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates or Book-Entry Shares. If payment is to be made to a Person other than the Person in whose name the Certificate Share surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall letter of transmittal be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate Share surrendered or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 2.022.2, each Certificate Share shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificatecash, without any interest thereon. (c) If any Certificate shall have been lost, stolen or destroyed, upon At the making option 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 or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Shares formerly represented thereby. (d) Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company for one (1) year after the Effective Time shall be delivered repaid to the Surviving Corporation. Any former stockholders of the Company who have not complied with this Section 2.02 2.2 prior to the end of such one (1) one-year period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares for any amounts (whether in respect of such Shares or otherwise) monies delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates Shares shall not have been surrendered as of a date immediately prior to the date such time that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar Law, any unclaimed funds payable with respect to such Certificates Shares shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any former holder Person previously entitled thereto. (d) No dividends or other distributions with respect to capital stock of Shares who has not theretofore complied with this Section 2.02 shall thereafter look only to the Surviving Corporation with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate. (e) In the event that any certificate has 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, in addition to the posting by such holder of any bond in such reasonable amount as the Surviving Corporation or the Paying Agent may direct as indemnity against any claim that may be made against the Surviving Corporation or the Paying Agent with respect to such certificate, the Paying Agent will issue in exchange for payment of their claim for such lost, stolen or destroyed certificate the Merger Consideration, without any interest thereonConsideration in respect thereof entitled to be received pursuant to this Agreement.

Payment for Shares. (a) Prior to the commencement of the Offer, Purchaser shall appoint a United States bank or trust company mutually acceptable to the Company and Parent to act as paying agent (the "Paying Agent") for the - 6 - 7 payment of the Offer Price and the Merger Price. Prior to the payment time thereof, Parent shall deposit or shall cause to be deposited with the Paying Agent in a separate fund established for the benefit of the holders of Shares, for payment in accordance with this Article III, through the Paying Agent (the "Payment Fund"), immediately available funds in amounts necessary to make the payments pursuant to the Offer, Section 2.07 and this Section 3.02 to holders (other than the Company or any subsidiary of the Company or Parent, Purchaser or any other subsidiary of Parent, or holders of Dissenting Shares). The Paying Agent shall pay the Offer Price and the Merger Price out of the Payment Fund. From time to time at or after the Effective Time, Parent shall take all lawful action necessary to make the appropriate cash payments, if any, to holders of Dissenting Shares. Prior to the Effective Time, Parent will deposit or cause shall enter into appropriate commercial arrangements to be deposited, with a U.S. bank or trust company designated by Parent and reasonably acceptable to the Company (the “Paying Agent”), in trust for the benefit of holders ensure effectuation of the Shares, sufficient cash to make the payments due pursuant to Section 1.06 on a timely basis to holders of Shares that are issued and outstanding immediately prior to the Effective Time (such amounts being hereinafter referred to as the “Payment Fund”)preceding sentence. The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of shall invest the Payment Fund. Such funds may be invested by the Paying Agent Fund as directed by Parent or the Surviving Corporation; provided, that (i) no such investment gains or losses thereon shall affect the Merger Consideration payable to the holders of Shares and following any losses that result in the amount of funds in the Payment Fund being insufficient to pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent for the benefit of the former stockholders of the Company to the extent of such insufficiency and (ii) such investments shall be Purchaser in obligations of, or guaranteed by, the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Mood▇'▇ ▇▇▇estor Services or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or bankers' acceptances of commercial banks with capital exceeding $1 billion, in each case with maturities not exceeding seven days. Parent shall cause the Payment Fund to be promptly replenished to the extent of any losses incurred as a result of the aforementioned investments. All earnings thereon shall inure to the benefit of the Surviving Corporation. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of Shares shall be entitled under Section 2.07 and this Section 3.02, Parent shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose, purpose except as expressly provided in this Agreement. (b) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each Person (as defined below) who, as of the Effective Time, was the record holder of certificates (the "Certificates") that immediately prior to the Effective Time represented Shares whose Shares were converted into entitled to payment of the Merger Consideration Price pursuant to Section 1.06: 2.07 (iother than Certificates representing Dissenting Shares and Certificates representing Shares held by Parent or the Purchaser, any wholly-owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) Agent and (ii) instructions for use in effecting surrendering such Certificates and receiving the aggregate Merger Price, in respect thereof. Upon the surrender of the Certificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration. Following surrender each such certificate and subject to applicable withholding, the Paying Agent of a Certificate (or affidavit of loss in lieu thereof and bond as provided in Section 2.02(c)) or Book-Entry Shares, together with such letter of transmittal duly executed, shall pay the holder of such Certificate or Book-Entry Shares shall be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax (as defined below)) equal to respect of Shares, the product of Merger Price multiplied by the number of Shares formerly represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by the Merger ConsiderationCertificate, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares held by Parent or the Purchaser, any wholly-owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest will or dividends shall be paid or accrued on the cash payable upon the surrender of the Certificates or Book-Entry SharesMerger Price. If payment the Merger Price (or any portion thereof) is to be made delivered to a Person any person other than the Person person in whose name the Certificate surrendered formerly representing Shares is registered, it shall be a condition of payment to such right to receive such Merger Price, as applicable, that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting person surrendering such payment Certificates shall pay to the Paying Agent any transfer or other Taxes taxes required by reason of the payment of the Merger Price to a Person person other than the registered holder of the Certificate surrendered surrendered, or shall establish to the satisfaction of the Surviving Corporation Paying Agent that such Tax tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 2.02, each Certificate shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon. (c) If any Promptly following the date which is 270 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming formerly representing a Share may surrender such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCorporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the posting by such Person aggregate Merger Price, without any interest or dividends thereon. (d) After the Effective Time, there shall be no transfers on the stock transfer books of a bond in such reasonable amount as the Surviving Corporation of any Shares, which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Shares are presented to the Surviving Corporation or the - 7 - 8 Paying Agent may direct as indemnity against any claim that may Agent, they shall be made against it with respect to such Certificate, surrendered and cancelled in return for the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Shares formerly represented thereby. (d) Any portion payment of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company for one (1) year after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders of the Company who have not complied with aggregate Merger Price relating thereto, as provided in this Section 2.02 prior to the end of such one (1) year period shall thereafter look only to the Surviving Corporation (Article III, subject to abandoned property, escheat or other similar Laws) but only as general creditors thereof for payment applicable law in the case of their claim for the Merger Consideration, without any interest thereonDissenting Shares. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares for any amounts (whether in respect of such Shares or otherwise) delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates shall not have been surrendered immediately prior to the date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar Law, any unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, and any former holder of Shares who has not theretofore complied with this Section 2.02 shall thereafter look only to the Surviving Corporation for payment of their claim for Merger Consideration, without any interest thereon.ARTICLE IV

Payment for Shares. (a) Prior From time to time after the Effective Time, Parent will deposit or cause Purchaser to be deposited, with make available to a U.S. bank or trust company located in the United States designated by Parent and reasonably acceptable to the Company (the “Paying Agent”), in trust for the benefit of holders of the Shares, ) sufficient cash funds to make the payments due pursuant to Section 1.06 2.06 on a timely basis to holders of Shares that are issued and outstanding immediately prior to the Effective Time (such amounts funds being hereinafter referred to as the “Payment Fund”). The Purchaser shall provide irrevocable instructions to the Paying Agent shall, pursuant to irrevocable instructionsto, make the payments provided for in the preceding sentence sentence, on a timely basis, out of the Payment Fund. Such funds may be invested by the Paying Agent as directed by Parent or or, after the Effective Time, the Surviving Corporation; provided, that (i) no such investment gains or losses thereon shall affect the Merger Consideration payable to the holders of Shares and and, following any losses that result in the amount of funds in the Payment Fund being insufficient to pay the portion of the aggregate Merger Consideration that remains unpaidlosses, Parent shall promptly provide additional funds to the Paying Agent for the benefit of the former stockholders of the Company to in the extent amount of any such insufficiency losses and (ii) such investments shall be in short-term obligations of, of or guaranteed by, by the United States of AmericaAmerica and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement. (b) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than within ten days after the fifth (5th) Business Day following the Effective TimeClosing Date, the Surviving Corporation shall cause the Paying Agent to mail to each Person (as defined below) whorecord holder, as of the Effective Time, was of an outstanding certificate or certificates (the record holder “Certificates”), which immediately prior to the Effective Time represented Shares (other than Shares owned by Parent or Purchaser or any of Shares whose Shares were converted into their respective Subsidiaries, or held in the Merger Consideration pursuant to Section 1.06: (i) treasury of the Company, and other than Dissenting Shares), a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger ConsiderationCertificate and receiving payment therefor. Following surrender to the Paying Agent of a Certificate (or affidavit of loss in lieu thereof and bond as provided in Section 2.02(c)) or Book-Entry SharesCertificate, together with such letter of transmittal duly executed, the holder of such Certificate or Book-Entry Shares shall be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax (tax as defined below)specified in Section 2.10) equal to the product of the number of Shares represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates or Book-Entry SharesCertificates. If payment is to be made to a Person (as defined in Section 9.10(f)) other than the Person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment pay any transfer or other Taxes taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such Tax tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 2.023.02, each Certificate shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon. (c) If any Certificate shall have been lost, stolen or destroyed, upon the making of on 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 customary amount as the Surviving Corporation or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Shares formerly represented thereby. (d) Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company for one (1) year six months after the Effective Time shall be delivered repaid to the Surviving Corporation. Any former stockholders of the Company who have not complied with this Section 2.02 3.01 prior to the end of such one (1) year six-month period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) laws), but only as general creditors thereof thereof, for payment of their claim for the Merger Consideration, without any interest thereon. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares for any amounts (whether in respect of such Shares or otherwise) monies delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. If any Certificates The Surviving Corporation shall not have been surrendered immediately prior to the date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar Law, any unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable Law, become the property pay all charges and expenses of the Surviving Corporation, and any former holder Paying Agent in connection with the exchange of Shares who has not theretofore complied with this Section 2.02 shall thereafter look only to for the Surviving Corporation for payment of their claim for Merger Consideration, without any interest thereon.

Payment for Shares. (a) Prior to the Effective Time, Parent will deposit or cause to be deposited, with and Newco shall designate a U.S. bank or trust company designated by Parent and reasonably acceptable to the Company to act as exchange agent in connection with the Merger (the “Paying "Exchange Agent”"). At or prior to the Effective Time, in trust for Parent or Newco will provide the benefit of holders of Exchange Agent with the Shares, sufficient cash funds necessary to make the payments due pursuant to contemplated by Section 1.06 on a timely basis to holders of Shares that are issued and outstanding immediately prior to 1.07(a) hereof (the Effective Time (such amounts being hereinafter referred to as the “Payment "Exchange Fund”"). The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. Such funds may shall be invested by the Paying Exchange Agent as directed by Parent or Newco or, after the Effective Time, the Surviving Corporation; provided, PROVIDED that (i) no such investment gains or losses thereon shall affect the Merger Consideration payable to the holders of Shares and following any losses that result in the amount of funds in the Payment Fund being insufficient to pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent for the benefit of the former stockholders of the Company to the extent of such insufficiency and (ii) such investments shall be in obligations of, of or guaranteed by, by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇'▇ Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $500 million. The Payment Fund shall not Any net profit resulting from, or interest or income produced by, such investments will be used for any other purposepayable to the Surviving Corporation or Parent, except as provided in this AgreementParent directs. (b) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Surviving Corporation Exchange Agent shall cause the Paying Agent to mail to each Person (as defined below) whorecord holder, as of the Effective Time, was of an outstanding certificate or certificates which immediately prior to the record holder of Effective Time represented Shares whose Shares were converted into (the Merger Consideration pursuant to Section 1.06: (i"Certificates") a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Considerationpayment therefor. Following Upon surrender to the Paying Exchange Agent of a Certificate (or affidavit of loss in lieu thereof and bond as provided in Section 2.02(c)) or Book-Entry SharesCertificate, together with such a duly executed letter of transmittal duly executedand any other required documents, the holder of such Certificate or Book-Entry Shares shall be paid receive in exchange therefor cash in an amount (subject to any applicable withholding Tax (as defined below)promptly as practicable) equal to the product of the number of Shares represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by the Merger Consideration, without any interest thereon, less any required withholding of taxes, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates or Book-Entry Sharescancelled. If payment is to be made to a Person person other than the Person person in whose name the a Certificate so surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer transfer, that the signatures on the Certificate or any related stock power shall be properly guaranteed and that the Person person requesting such payment shall either pay any transfer or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of the Certificate so surrendered or establish to the satisfaction of the Surviving Corporation that such Tax tax has been paid or is not applicable. From and after the Effective Time and until Until surrendered in accordance with the provisions of this Section 2.021.11(b), each Certificate (other than Certificates representing Shares held in the Company's treasury or by Parent or ▇▇▇▇▇, or by any subsidiary of Parent or Newco, and other than Certificates representing Dissenting Shares) shall represent for all purposes solely only the right to receive, in accordance with the terms hereof, receive for each Share represented thereby the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereonConsideration. (c) If any Certificate After the Effective Time, there shall have been lostbe no transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If, stolen or destroyedafter the Effective Time, upon the making of an affidavit of that fact by the Person claiming such Certificate Certificates are presented to be lost, stolen or destroyed and, if required by the Surviving Corporation, they shall be cancelled and exchanged for the posting by such Person consideration provided for, and in accordance with the procedures set forth, in this Article I. (d) From and after the Effective Time, the holders of a bond in such reasonable amount as Certificates evidencing ownership of Shares outstanding immediately prior to the Surviving Corporation or the Paying Agent may direct as indemnity against Effective Time shall cease to have any claim that may be made against it rights with respect to such CertificateShares except as otherwise provided herein or by applicable law. Such holders shall have no rights, after the Paying Agent will deliver Effective Time, with respect to such Shares except to surrender such Certificates in exchange for cash pursuant to this Agreement or to perfect any rights of appraisal as a holder of Dissenting Shares that such lost, stolen or destroyed Certificate holders may have pursuant to Section 262 of the applicable Merger Consideration with respect to the Shares formerly represented therebyDelaware Act. (de) Any portion of the Payment Exchange Fund (including the proceeds of any investments investment thereof) that remains unclaimed by the former stockholders of the Company for one (1) year six months after the Effective Time shall be delivered repaid to the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Section 2.02 prior to the end of such one (1) year period Article I shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Lawslaws) but only as general creditors thereof for payment of their claim claims for the Merger ConsiderationConsideration for each Share such stockholders hold, without any interest thereon. Neither interest. (f) Notwithstanding anything to the contrary in this Section 1.11, none of the Exchange Agent, Parent nor or the Surviving Corporation shall be liable to any a holder of a Certificate formerly representing Shares for any amounts (whether in respect of such Shares or otherwise) amount properly delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates shall not have been surrendered immediately prior to the date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar Law, any unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, and any former holder of Shares who has not theretofore complied with this Section 2.02 shall thereafter look only to the Surviving Corporation for payment of their claim for Merger Consideration, without any interest thereonlaw.

Payment for Shares. (a) Prior to the Effective Time, Parent will shall deposit or cause to be deposited, with a U.S. bank or trust company designated by Parent and reasonably acceptable to the Company (the “Paying Agent”), in trust for the benefit of holders of the Shares, sufficient cash to make the payments due pursuant to Section 1.06 1.6, on a timely basis to holders of Shares that are issued and outstanding immediately prior to the Effective Time Time, (such amounts amount being hereinafter referred to as the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. Such funds may At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Surviving Corporation, in trust for the benefit of holders of the Company Stock Options (as defined below), the Company TBRSUs (as defined below) and the vested Company PBRSUs (as defined below), sufficient cash to make the payments due pursuant to Section 2.3(a), Section 2.3(b), and Section 2.3(c) to the holders of the Company Stock Options, the Company TBRSUs and the vested Company PBRSUs (the “Employee Payment Fund”). Parent shall cause the Surviving Corporation to pay the Employee Payment Fund to the holders of the Company Stock Options, the Company TBRSUs and the vested Company PBRSUs through the Surviving Corporation’s payroll system at or as soon as reasonably practicable following the Closing (on a scheduled payroll date, if needed to comply with the foregoing timing requirements), subject to any applicable withholding Taxes. (b) Until disbursed in accordance with the terms and conditions of this Agreement, the Payment Fund shall be invested by the Paying Agent Agent, as directed by Parent or the Surviving Corporation; providedParent, that (i) no such investment gains or losses thereon shall affect the Merger Consideration payable to the holders of Shares and following any losses that result in the amount of funds in the Payment Fund being insufficient to pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent for the benefit of the former stockholders of the Company to the extent of such insufficiency and (ii) such investments shall be in obligations of, or investments guaranteed by, the United States of America, and any and all interest and other income or net profits resulting from such investments shall be the sole and exclusive property of Parent. To the extent that there are any losses with respect to any investments of the Payment Fund, or the Payment Fund diminishes for any reason below the level required for the Paying Agent to pay the Merger Consideration pursuant to Section 1.6, upon demand by the Paying Agent, Parent shall promptly reimburse, or shall cause the prompt reimbursement of, any such loss so as to ensure that the Payment Fund is at all times maintained at a level sufficient for the Paying Agent to pay the Merger Consideration pursuant to Section 1.6. The Payment Fund shall not be used for any purpose other purpose, except than as provided for in this Agreement. Until disbursed in accordance with the terms and conditions of this Agreement, Parent shall be and remain the beneficial owner for Tax purposes of the Payment Funds. (bc) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person (as defined below) who, as of the Effective Time, was the record holder of Shares whose Shares were converted into the Merger Consideration pursuant to Section 1.061.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-book- entry (“Book-Entry Shares”) in exchange for the Merger Consideration. Following surrender to the Paying Agent of a Certificate (or affidavit of loss in lieu thereof and bond as provided in Section 2.02(c2.1(d)) or Book-Entry Shares, together with such letter of transmittal duly executed, the holder of such Certificate or Book-Entry Shares shall be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax (as defined below)) equal to the product of the number of Shares represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by the Merger Consideration, subject to Section 1.8 and Section 1.10, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates or Book-Entry Shares. If payment is to be made to a Person other than the Person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 2.022.1, each Certificate or Book-Entry Share (as applicable) shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such CertificateCertificate or Book-Entry Share (as applicable), without any interest thereonthereon and subject to Section 1.8 and Section 1.10. (cd) 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 or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall deliver in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with respect to the Shares formerly represented thereby. (de) Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders shareholders of the Company for one (1) year nine months after the Effective Time shall be delivered to the Surviving Corporation. Any former stockholders shareholders of the Company who have not complied with this Section 2.02 2.1 prior to the end of such one (1) year nine-month period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon. Neither Parent nor None of Parent, the Company and the Surviving Corporation shall be liable to any holder of Shares for any amounts (whether in respect of such Shares or otherwise) delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates shall not have been surrendered immediately prior to the date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar Law, any unclaimed funds payable with respect to such Certificates or Book-Entry Shares (as applicable) shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, and any former holder of Shares who has not theretofore complied with this Section 2.02 2.1 shall thereafter look only to the Surviving Corporation for payment of their his, her or its claim for Merger Consideration, without any interest thereon. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares for the Merger Consideration.

Payment for Shares. (a) Prior As soon as practicable after the Effective Time, but no later than five (5) Business Days thereafter, the parties shall deliver or cause to be delivered to the Paying Agent a certified copy of the list of the holders of Bancshares Common Stock as of the Effective Time. From and after the Effective Time, the stock transfer records of Bancshares shall be closed and there shall be no further registrations or transfers on the stock transfer books of Bancshares of the shares of Bancshares Common Stock that were outstanding immediately prior to the Effective Time. (b) At and from time to time after the Effective Time, Parent will deposit Purchaser shall make available or cause to be deposited, with a U.S. bank or trust company designated by Parent and reasonably acceptable made available to the Company (Paying Agent amounts sufficient in the “Paying Agent”), in trust aggregate to provide all funds necessary for the benefit Paying Agent to make payments of the Merger Consideration to the holders of the Shares, sufficient cash to make the payments due pursuant to Section 1.06 on a timely basis to holders of Shares that are Bancshares Common Stock issued and outstanding immediately prior to the Effective Time (such amounts being hereinafter referred to as the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. Such funds may be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, that (i) no such investment gains or losses thereon shall affect the Merger Consideration payable to the holders of Shares and following any losses that result in the amount of funds in the Payment Fund being insufficient to pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent for the benefit of the former stockholders of the Company to the extent of such insufficiency and (ii) such investments shall be in obligations of, or guaranteed by, the United States of America. The Payment Fund shall not be used for any other purpose, except as provided in this AgreementTime. (bc) As soon as reasonably practicable after the Effective Time and in any event not Time, but no later than the fifth ten (5th10) Business Day following the Effective TimeDays thereafter, the Surviving Corporation Purchaser shall use its Best Efforts to cause the Paying Agent to mail to each Person (as defined belowor deliver to each Person, at such Person’s expense, who requests delivery) whowho was, as of at the Effective Time, was the record a holder of Shares whose Shares were converted into the Merger Consideration pursuant to Section 1.06: (i) record of issued and outstanding Bancshares Common Stock, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in effecting the surrender of Bancshares Certificate(s) which, immediately prior to the Certificates Effective Time, represented such shares (or affidavits the “Letter of loss in lieu thereofTransmittal”). (d) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration. Following Upon surrender to the Paying Agent of a Certificate such Bancshares Certificates (or affidavit of loss in lieu thereof such documentation as is acceptable to and bond as provided in Section 2.02(crequired by the Paying Agent with respect to lost Bancshares Certificate(s)) or Book-Entry Shares), together with such letter Letter of transmittal Transmittal, duly executedexecuted and completed in accordance with the instructions thereto, the holder of such Certificate or Book-Entry Shares Paying Agent shall promptly cause to be paid to the Persons entitled thereto a check in exchange therefor cash in an the amount (subject to which such Persons are entitled, after giving effect to any applicable withholding required Tax withholdings. (as defined below)e) equal to the product of the number of Shares represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates or Book-Entry Shares. If payment is to be made to a Person other than the Person in whose name the Certificate surrendered is registeredregistered holder of Bancshares Certificate(s) surrendered, it shall be a condition of any such payment that the Certificate Bancshares Certificate(s) so surrendered shall be properly endorsed or otherwise executed in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered Bancshares Certificate(s) surrendered, or establish to the satisfaction of Purchaser or the Surviving Corporation Paying Agent that any such Tax has been paid or is not applicable. From and after . (f) One hundred eighty (180) days following the Effective Time Time, (i) the Paying Agent shall deliver to Purchaser a certified list of the names and until addresses of all former registered holders of Bancshares Common Stock who have not then surrendered in accordance with the provisions of this Section 2.02, each Certificate shall represent for all purposes solely the right their Bancshares Certificates to receive, in accordance with the terms hereof, receive the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificateto which they are entitled, without any interest thereon. and (cii) If any Certificate Purchaser shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate be entitled at its election 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 or cause the Paying Agent may direct as indemnity against to deliver to it any claim that may be made against it funds (including any interest received with respect thereto) made available to such Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect which have not been disbursed to the Shares holders of certificates formerly represented thereby. (d) Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company for one (1) year after representing Bancshares Common Stock outstanding at the Effective Time Time. Upon the delivery of such funds to Purchaser, such holders shall be delivered entitled to the Surviving Corporation. Any former stockholders of the Company who have not complied with this Section 2.02 prior look to the end of such one (1) year period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) but Purchaser only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares for any amounts (whether in respect of such Shares or otherwise) delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates shall not have been surrendered immediately prior to the date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar Law, any unclaimed funds payable with respect to the cash payable upon due surrender of their Bancshares Certificates. (g) The Merger Consideration paid pursuant to this Article II shall constitute and represent full satisfaction of all rights pertaining to such Certificates shallshares of Bancshares Common Stock. (h) Except as otherwise expressly provided herein or in the Letter of Transmittal, to Purchaser shall pay all charges and expenses in connection with the extent permitted by applicable Law, become the property payment of the Surviving Corporation, and any former holder of Shares who has not theretofore complied with this Section 2.02 shall thereafter look only to the Surviving Corporation Merger Consideration in exchange for payment of their claim for Merger Consideration, without any interest thereonBancshares Common Stock.

Payment for Shares. (a) Prior From time to time after the Effective Time, Parent will deposit or cause Purchaser to be deposited, with make available to a U.S. bank or trust company located in the United States designated by Parent and reasonably acceptable satisfactory to the Company (the “Paying Agent”), in trust for the benefit of holders of the Shares, ) sufficient cash funds to make the payments due pursuant to Section 1.06 2.06 on a timely basis to holders of Shares that are issued and outstanding immediately prior to the Effective Time (such amounts funds being hereinafter referred to as the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. Such funds may be invested by the Paying Agent as directed by Parent or or, after the Effective Time, the Surviving Corporation; provided, provided that (i) no such investment gains or losses thereon shall affect the Merger Consideration payable to the holders of Shares and following any losses that result in the amount of funds in the Payment Fund being insufficient to pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent for the benefit of the former stockholders of the Company to in the extent amount of any such insufficiency losses and (ii) such investments shall be in obligations of, of or guaranteed by, by the United States of AmericaAmerica and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement. (b) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person (as defined below) whorecord holder, as of the Effective Time, was of an outstanding certificate or certificates (the record holder “Certificates”), which immediately prior to the Effective Time represented Shares (other than Shares owned by Parent or Purchaser or any of Shares whose Shares were converted into the Merger Consideration pursuant to Section 1.06: (i) their respective Subsidiaries and Dissenting Shares), a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger ConsiderationCertificate and receiving payment therefor. Following surrender to the Paying Agent of a Certificate (or affidavit of loss in lieu thereof and bond as provided in Section 2.02(c)) or Book-Entry SharesCertificate, together with such letter of transmittal duly executed, the holder of such Certificate or Book-Entry Shares shall be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax (tax as defined below)specified in Section 2.10) equal to the product of the number of Shares represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates or Book-Entry SharesCertificates. If payment is to be made to a Person (as defined in Section 9.10(e)) other than the Person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment pay any transfer or other Taxes taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such Tax tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 2.023.02, each Certificate shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon. (c) If any Certificate shall have been lost, stolen or destroyed, upon the making of on 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 or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Shares formerly represented thereby. (d) Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company for one (1) year six months after the Effective Time shall be delivered repaid to the Surviving Corporation. Any former stockholders of the Company who have not complied with this Section 2.02 3.01 prior to the end of such one (1) year six-month period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Lawslaws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares for any amounts (whether in respect of such Shares or otherwise) monies delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. If any Certificates shall not have been surrendered prior to six years after the Effective Time (or such earlier date as shall be immediately prior to the date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar Law, any law) unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable Lawlaw, become the property of the Surviving Corporation, free and clear of all claims or interest of any former holder of Shares who has not theretofore complied with this Section 2.02 shall thereafter look only to the Surviving Corporation for payment of their claim for Merger Consideration, without any interest thereonPerson previously entitled thereto.

Payment for Shares. (a) Prior At or prior to the Effective Time, Parent will deposit or cause to be deposited, deposited with a U.S. bank or trust company designated by Parent (and reasonably acceptable to the Company Company) (the “Paying Agent”), ) cash in trust for the benefit of holders of the Shares, sufficient cash amounts and at times necessary to make the payments due pursuant to Section 1.06 on a timely basis 1.6 to holders of Shares that are issued and outstanding immediately prior to the Effective Time (such amounts being hereinafter referred to as the “Payment Fund”). The Paying Agent shallAs directed by Parent, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. Such funds may Fund shall be invested by the Paying Agent as directed by Parent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest, (iii) money market accounts, certificates of deposit, bank repurchase agreements or banker’s acceptance of, or demand deposits with, commercial banks having a combined capital and surplus of at least $1,000,000,000 (based on the most recent financial statements of such bank which are publicly available) or (iv) commercial paper obligations rated A-1 or P-1 or better from either ▇▇▇▇▇’▇ Investor Services, Inc. or Standard & Poor’s, a division of The McGraw Hill Companies, or a combination thereof, for the benefit of the Surviving Corporation; provided, that (i) no such investment gains shall relieve Parent, the Surviving Corporation or losses thereon shall affect the Merger Consideration payable to the holders of Shares and following any losses that result in the amount of funds in the Payment Fund being insufficient to pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent for from making the benefit of the former stockholders of the Company to the extent of such insufficiency and (ii) such investments shall be in obligations of, or guaranteed by, the United States of Americapayments required by this Article II. The Payment Fund shall not be used for any purpose other purposethan to fund payments due pursuant to Section 1.6, except as provided in this Agreement. Any profit or loss resulting from, or interest and other income provided by, such investments shall be for the account of Parent. (b) As soon as reasonably practicable after the Effective Time and in any event not but no later than the fifth (5th) three Business Day following Days after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person (as defined below) whorecord holder of a Share, as of the Effective TimeTime which immediately prior to the Effective Time represented Shares (other than Excluded Shares), was the record holder a form of Shares whose Shares were converted into the Merger Consideration pursuant to Section 1.06: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates Shares to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Considerationa Share and receiving payment therefor. Following surrender to the Paying Agent of a Certificate (or affidavit of loss in lieu thereof and bond as provided in Section 2.02(c)) or Book-Entry Shares, together with such letter of transmittal duly executed, the holder of such Certificate or Book-Entry Shares Share shall be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax (as defined below)specified in Section 1.8) equal to the product of the number of Shares represented by such Certificate (or affidavit letter of loss in lieu thereof) or Book-Entry Shares transmittal multiplied by the Merger Consideration, and such Certificate Shares shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates or Book-Entry Shares. If payment is to be made to a Person other than the Person in whose name the Certificate Share surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall letter of transmittal be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate Share surrendered or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 2.022.2, each Certificate Share shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificatecash, without any interest thereon. (c) If any Certificate shall have been lost, stolen or destroyed, upon At the making option 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 or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Shares formerly represented thereby. (d) Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company for one (1) year after the Effective Time shall be delivered repaid to the Surviving Corporation. Any former stockholders of the Company who have not complied with this Section 2.02 2.2 prior to the end of such one (1) one-year period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares for any amounts (whether in respect of such Shares or otherwise) monies delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates Shares shall not have been surrendered as of a date immediately prior to the date such time that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar Law, any unclaimed funds payable with respect to such Certificates Shares shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any former holder Person previously entitled thereto. (d) No dividends or other distributions with respect to capital stock of Shares who has not theretofore complied with this Section 2.02 shall thereafter look only to the Surviving Corporation with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate. (e) In the event that any certificate has 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, in addition to the posting by such holder of any bond in such reasonable amount as the Surviving Corporation or the Paying Agent may direct as indemnity against any claim that may be made against the Surviving Corporation or the Paying Agent with respect to such certificate, the Paying Agent will issue in exchange for payment of their claim for such lost, stolen or destroyed certificate the Merger Consideration, without any interest thereonConsideration in respect thereof entitled to be received pursuant to this Agreement.

Payment for Shares. (a) Prior From time to time after the Effective Time, Parent will deposit or cause Purchaser to be deposited, with make available to a U.S. bank or trust company located in the United States designated by Parent and reasonably acceptable satisfactory to the Company (the “"Paying Agent”), in trust for the benefit of holders of the Shares, ") sufficient cash funds to make the payments due pursuant to Section 1.06 2.06 on a timely basis to holders of Shares that are issued and outstanding immediately prior to the Effective Time (such amounts funds being hereinafter referred to as the “"Payment Fund”"). The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. Such funds may be invested by the Paying Agent as directed by Parent or or, after the Effective Time, the Surviving Corporation; provided, provided that (i) no such investment gains or losses thereon shall affect the Merger Consideration payable to the holders of Shares and following any losses that result in the amount of funds in the Payment Fund being insufficient to pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent for the benefit of the former stockholders of the Company to in the extent amount of any such insufficiency losses and (ii) such investments shall be in obligations of, of or guaranteed by, by the United States of AmericaAmerica and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇'▇ Investors Service, Inc. or Standard & Poor's Corporation, respectively. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement. (b) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person (as defined below) whorecord holder, as of the Effective Time, was of an outstanding certificate or certificates (the record holder "Certificates"), which immediately prior to the Effective Time represented Shares (other than Shares owned by Parent or Purchaser or any of Shares whose Shares were converted into the Merger Consideration pursuant to Section 1.06: (i) their respective Subsidiaries and Dissenting Shares), a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger ConsiderationCertificate and receiving payment therefor. Following surrender to the Paying Agent of a Certificate (or affidavit of loss in lieu thereof and bond as provided in Section 2.02(c)) or Book-Entry SharesCertificate, together with such letter of transmittal duly executed, the holder of such Certificate or Book-Entry Shares shall be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax (tax as defined below)specified in Section 2.10) equal to the product of the number of Shares represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates or Book-Entry SharesCertificates. If payment is to be made to a Person (as defined in Section 9.10(e)) other than the Person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment pay any transfer or other Taxes taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such Tax tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 2.023.02, each Certificate shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon. (c) If any Certificate shall have been lost, stolen or destroyed, upon the making of on 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 or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Shares formerly represented thereby. (d) Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company for one (1) year six months after the Effective Time shall be delivered repaid to the Surviving Corporation. Any former stockholders of the Company who have not complied with this Section 2.02 3.01 prior to the end of such one (1) year six-month period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Lawslaws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares for any amounts (whether in respect of such Shares or otherwise) monies delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw. If any Certificates shall not have been surrendered prior to six years after the Effective Time (or such earlier date as shall be immediately prior to the date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar Law, any law) unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable Lawlaw, become the property of the Surviving Corporation, free and clear of all claims or interest of any former holder of Shares who has not theretofore complied with this Section 2.02 shall thereafter look only to the Surviving Corporation for payment of their claim for Merger Consideration, without any interest thereonPerson previously entitled thereto.