Common use of Payment Procedure Clause in Contracts

Payment Procedure. As promptly as reasonably practicable (but in no event later than two (2) Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of the Company Common Stock (the “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as are customary and reasonably acceptable to the Company and Parent); and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent for cancelation, together with such letter of transmittal, duly executed and in proper form, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive, in exchange therefor, the Merger Consideration into which the shares of the Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.08(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender, the Merger Consideration (without interest) into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c). No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

Payment Procedure. As promptly soon as reasonably practicable (but in no event later than two (2) Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent to shall mail to each holder of record of a certificate or certificates that, that immediately prior to the Effective Time, Time represented outstanding shares of the Company Common Stock Shares (the “"Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): "), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, Agent and shall be in such a form and have such other provisions as are customary and Buyer may reasonably acceptable to the Company and Parent); specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationTender Price for such Shares surrendered. Upon surrender of a Certificate to the Paying Agent for cancelationor to such other agent or agents as may be appointed by Buyer, together with such letter of transmittal, duly executed and in proper formexecuted, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive, receive in exchange therefor, therefor the Merger Consideration into which the shares of the Company Common Stock Tender Price for each Share theretofore represented by such Certificate which shall have been converted pursuant to Section 3.08(c), and the Certificate so surrendered shall forthwith be canceledtendered. In the event of a transfer of ownership of the Company Common Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Buyer that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender, the Merger Consideration (without interest) into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c). No interest shall will be paid or will accrue on the cash payable upon the surrender of any Certificate. If more than one million six hundred thousand (1,600,000) Shares are validly tendered prior to the Effective Time and not withdrawn, the Buyer will, upon the terms and conditions of the Offer, accept such Shares for payment on a pro rata basis as provided by Section 14(d)(6) of the Exchange Act and Rule 14(d) promulgated thereunder, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior to the Effective Time and not withdrawn.

Payment Procedure. As promptly as reasonably practicable (but in no event later than two (2) Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent to mail deliver to each holder of record of a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of the Company Common Stock (the “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): (i) a letter of transmittal (which shall specify that that, with respect to holders of Certificates, delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as are customary and reasonably acceptable to the Company and Parent); and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender delivery of a Certificate letter of transmittal to the Paying Agent for cancelation, together with such letter of transmittalAgent, duly executed and in proper form, and such other documents as may reasonably be required by the Paying AgentAgent (including, as applicable, any Certificate for cancelation), the holder of such Certificate Certificate, shall be entitled to receive, in exchange therefor, the Merger Consideration into which the shares of the Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.08(c) (subject to any applicable tax withholding), as applicable, and the any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that any such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender, the Merger Consideration (without interestinterest and subject to any applicable tax withholding) into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c). No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

Payment Procedure. As promptly as reasonably practicable (but in no event later than two (2) Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of the Company Common Stock (the “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): ) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as are customary and reasonably acceptable to the Company and Parent); ) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent for cancelation, together with such letter of transmittal, duly executed and in proper form, form and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive, in exchange therefor, the Merger Consideration into which the shares of the Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.08(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer transfer, stamp, registration or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the good faith satisfaction of Parent that any such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender, the Merger Consideration (without interest) into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c). No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

Payment Procedure. As promptly soon as reasonably practicable (after the Effective Time, but in no any event later than two within five (25) Business Days) after business days following the Effective Time, the Surviving Corporation or and Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of the Company Common Stock (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): 2.01(c), (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, Agent and shall be in such form and have such other provisions as are customary and Parent may reasonably acceptable to the Company and Parent); specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent for cancelationor to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed and in proper formexecuted, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive, receive in exchange therefor, therefor the Merger Consideration into which amount of cash payable in respect of the shares of the Company Common Stock theretofore formerly represented by such Certificate shall have been converted thereby pursuant to Section 3.08(c2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.092.02, each Certificate shall shall, subject to Section 2.03, be deemed at any time after the Effective Time to represent only the right to receive upon such surrendersurrender the amount of cash, the Merger Consideration (without interest) into which , payable in respect of the shares of the Company Common Stock theretofore formerly represented by such Certificate have been converted thereby pursuant to Section 3.08(c)2.01. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

Payment Procedure. As promptly soon as reasonably practicable (but in no event later than two (2) Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent to shall mail to each holder of record of a certificate or certificates that, that immediately prior to the Effective Time, Time represented outstanding shares of the Company Common Stock Shares (the “"Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): "), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, Agent and shall be in such a form and have such other provisions as are customary and Purchaser may reasonably acceptable to the Company and Parent); specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationTender Price for such Shares surrendered. Upon surrender of a Certificate to the Paying Agent for cancelationor to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, duly executed and in proper formexecuted, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive, receive in exchange therefor, therefor the Merger Consideration into which the shares of the Company Common Stock Tender Price for each Share theretofore represented by such Certificate which shall have been converted pursuant to Section 3.08(c), and the Certificate so surrendered shall forthwith be canceledtendered. In the event of a transfer of ownership of the Company Common Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Purchaser that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender, the Merger Consideration (without interest) into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c). No interest shall will be paid or will accrue on the cash payable upon the surrender of any Certificate. If more than 1,750,000 Shares are validly tendered prior to the Effective Time and not withdrawn, the Purchaser will, upon the terms and conditions of the Offer, accept such Shares for payment on a pro rata basis, with adjustments to avoid purchases of fractional Shares, based upon the number of Shares validly tendered prior to the Effective Time and not withdrawn.

Payment Procedure. As promptly as reasonably practicable after the Effective Time (but in no event later than two (2) Business Days) business days after the Effective Time), the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that, that immediately prior to the Effective Time, Time represented outstanding shares of the Company Common Stock (the “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): 1.07 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as are customary and reasonably acceptable to the Company and Parent); ) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent for cancelation, together with such letter of transmittal, duly executed and in proper formexecuted, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive, receive in exchange therefor, therefor the Merger Consideration amount of cash into which the shares of the Company Common Stock theretofore represented by such Certificate shall have been are converted pursuant to Section 3.08(c), 1.07 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.091.08, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrendersurrender the amount of cash, the Merger Consideration (without interest) , into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c)1.07. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

Payment Procedure. As promptly as reasonably practicable after the Effective Time (but in no event later than two (2) Business Days) business days after the Effective Time), the Surviving Corporation or Parent shall use its reasonable best efforts to cause the Paying Agent to mail to each holder of record of a certificate or certificates that, that immediately prior to the Effective Time, Time represented outstanding shares of the Company Common Stock (the “Certificates”) that which were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): 1.07 (i) a letter of transmittal (which shall include an accompanying IRS Form W-9 or an applicable IRS Form W-8 and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book-Entry Shares) as are customary and reasonably acceptable to the Company and Parent); ) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent for cancelation, together with such letter of transmittal, duly executed completed and in proper formvalidly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive, receive in exchange therefor, therefor the amount of cash equal to the Merger Consideration into which that such holder has the shares of the Company Common Stock theretofore represented by such Certificate shall have been converted right to receive pursuant to Section 3.08(c)1.07, and the each Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.091.08, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender, surrender the amount of Merger Consideration (without interest) into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c)1.07. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

Payment Procedure. As promptly as reasonably practicable (but in no event later than two (2) Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each Each holder of record of a certificate or certificates that, Farmers Common Shares immediately prior to the Effective Time, represented outstanding shares shall be entitled to receive an amount of cash into which the Company aggregate number of Farmers Common Stock Shares held by such Farmers shareholder shall have been converted pursuant to Section 3.01(a). Transmittal materials (the “CertificatesLetter of Transmittal”) that were in a form satisfactory to City and the Exchange Agent shall be mailed by the Exchange Agent as soon as practicable after the Effective time to each holder of record of Farmers Common Shares as of the Effective Time. A Letter of Transmittal will be deemed properly completed only if accompanied by the Old Certificates to be converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): thereby. The Letter of Transmittal shall (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Paying Exchange Agent, and shall ; (B) be in such a form and have such contain any other provisions as are customary City and the Exchange Agent may reasonably acceptable to determine; (C) include information 13080998v7 concerning procedures in the Company and Parent)case of lost, stolen or destroyed Old Certificates, including any required bond or insurance; and (iiD) include instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationOld Certificates. Upon the effective surrender of a Certificate the Old Certificates to the Paying Agent for cancelationExchange Agent, together with such letter of transmittal, a properly completed and duly executed and in proper form, and such other documents as may reasonably be required by the Paying AgentLetter of Transmittal, the holder of such Certificate Old Certificates shall be entitled to receive, receive in exchange therefor, therefor a check in the Merger Consideration into which amount equal to the shares of cash that such holder has the Company Common Stock theretofore represented by such Certificate shall have been converted right to receive pursuant to Section 3.08(cSections 3.01(a), and the Certificate . Old Certificates so surrendered shall forthwith be canceled. In As soon as practicable following receipt of the event properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute cash as provided herein. If there is a transfer of ownership of the Company any shares of Farmers Common Stock that is Shares not registered in the transfer records of Farmers, the Company, payment may be made to a Person other than applicable portion of the Person in whose name the Certificate so surrendered is registered, if such Certificate Aggregate Consideration shall be properly endorsed or otherwise be issued to the transferee thereof only if the Old Certificates representing such Farmers Common Shares are presented to the Exchange Agent, accompanied by all appropriate documents, in proper form for the reasonable judgment of City and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. After the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09Effective Time, each Certificate there shall be deemed at any time after no further transfer on the Effective Time to represent only the right to receive upon such surrender, the Merger Consideration (without interest) into which the shares records of the Company Farmers of Farmers Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c)Shares. No interest will be paid on any cash to be paid in exchange for Farmers Common Shares that any such holder shall be paid or accrue on the cash payable upon surrender of any Certificateentitled to receive pursuant to this Article III.

Payment Procedure. As promptly as reasonably practicable (but in no event later than two (2) three Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of the Company Common Stock (the “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): 3.08 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as are customary and reasonably acceptable to the Company and Parent); ) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent for cancelation, together with such letter of transmittal, duly executed and in proper form, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive, in exchange therefor, the Merger Consideration amount of cash into which the shares of the Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.08(c)3.08, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrendersurrender the amount of cash, the Merger Consideration (without interest) , into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c)3.08. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

Payment Procedure. (a) As promptly soon as reasonably practicable (following the Closing Date but in no event later than two three (23) Business Days) after business days following the Effective TimeClosing Date, the Surviving Corporation Company shall mail, or Parent shall cause the Paying Agent to mail mail, to each holder of record of a certificate or certificates that, Company Stockholder immediately prior to the Effective Time, represented outstanding shares of the Company Common Stock (the “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title in a form mutually agreed to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as are customary and reasonably acceptable to by the Company and Parent); and the Buyer (iithe “Letter of Transmittal”) which shall contain, among other things, (i) instructions for effecting the surrender of the Certificates in exchange certificates representing outstanding Company Shares (each, a “Certificate”) held by such Company Stockholder immediately prior to the Effective Time, (ii) instructions for the payment of the applicable portion of the Closing Merger Consideration, (iii) an agreement or the reaffirmation of the agreement to be bound by the provisions of Article VI of this Agreement; (iv) an appointment of or the reaffirmation of appointment of the Representative, and (v) a release of claims by such Company Stockholder. Upon proper surrender of a Certificate to the Paying Agent for cancelationcancellation, together with such letter delivery of transmittalthe Letter of Transmittal, properly completed and duly executed and in proper formexecuted, and such other documents as may reasonably be required by the Buyer or the Paying Agent, the holder of such Certificate shall be entitled to receive, receive in exchange therefor, therefor the portion of the Closing Merger Consideration into which the shares payable in respect of the such Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.08(c)Shares, and the Certificate so surrendered shall forthwith will be canceledcancelled upon the later to occur of (A) the Effective Time or (B) immediately upon receipt thereof. In If any Company Stockholder is unable to surrender such Company Stockholder’s Certificates because such Certificates have been lost, mutilated or destroyed, such Company Stockholder may deliver in lieu thereof an affidavit in form and substance reasonably satisfactory to the event of a transfer of ownership of the Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate Buyer. Until so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09exchanged, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender, the applicable portion of the Base Merger Consideration for each Company Share (subject to the terms of this Agreement) without interest) into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c). No interest shall be paid or accrue on the cash payable thereon, upon surrender of the Certificate. The Buyer shall assist the Company in developing arrangements reasonably requested by the Company for the delivery of such materials at the Closing to significant holders of Company Shares to facilitate payment of Closing Merger Consideration to such Company Stockholders as promptly as practicable following the Effective Time. (b) Notwithstanding the foregoing, none of the Buyer, the Transitory Subsidiary, the Surviving Corporation or the Paying Agent shall be liable to any Certificateformer Equity Holder for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Payment Procedure. As promptly soon as reasonably practicable (but in no event later than two (2) Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Merger Paying Agent to mail distribute to each holder holders of record of a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of the Company Common Stock (the “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as are customary and reasonably acceptable to the Company and Parent); and AEL Common Stock so converted or (ii) instructions for effecting the Cashed Options, upon surrender of the Certificates in exchange for to the Merger Consideration. Upon surrender of a Certificate to the Paying Agent of one or more certificates, respectively, representing shares of AEL Common Stock or Cashed Options for cancelation, together with such cancellation and a properly completed letter of transmittal, duly executed and a bank check for the cash being paid in proper form, and such other documents as may reasonably be required respect to the aggregate number of shares of AEL Common Stock or Cashed Options previously represented by the Paying Agentcertificates so surrendered. If for any reason (including without limitation losses), the Payment Fund is inadequate to pay the amounts to which the holders of shares of AEL Common Stock or the Cashed Options shall be entitled under Section 3(c) or Section 3(d) hereof, Buyer shall be liable for the payment thereof. In no event shall the holder of such Certificate shall any surrendered certificates for shares of AEL Common Stock or Cashed Options be entitled to receive, in exchange therefor, the Merger Consideration into which the shares receive interest on any of the Company Common Stock theretofore represented by such Certificate shall have been converted pursuant funds to Section 3.08(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock that is not registered received in the transfer records of the Company, payment may Merger. If a check is to be made sent to a Person person other than the Person person in whose name the Certificate certificates for shares of AEL Common Stock or Cashed Options surrendered for conversion or exchange are registered, it shall be a condition of the payment that the certificate or Cashed Option so surrendered is registered, if such Certificate shall be properly endorsed or and the signatures thereon properly guaranteed and otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Merger Paying Agent any transfer or other Taxes taxes required by reason of the payment delivery of such check to a Person person other than the registered holder of such Certificate the certificate surrendered, or shall establish to the satisfaction of Parent the Merger Paying Agent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by Notwithstanding the foregoing, neither the Merger Paying Agent nor either party to this Section 3.09, each Certificate Plan of Merger shall be deemed at any time after the Effective Time liable to represent only the right to receive upon such surrender, the Merger Consideration (without interest) into which the a holder of shares of the Company AEL Common Stock theretofore represented by such Certificate have been converted or Cashed Option for any amount paid to a public official pursuant to Section 3.08(c). No interest shall be paid any applicable abandoned property, escheat or accrue on the cash payable upon surrender of any Certificatesimilar laws.

Payment Procedure. As promptly as reasonably practicable (but in no event later than two (2) Business Days) after the Effective Time, the Surviving Corporation Exchange Agent shall mail and make available to each holder of record ("Stockholder") of a certificate or Parent shall cause certificates that immediately prior to the Paying Agent to mail Effective Time represented outstanding shares of Target's Stock (a "Certificate") and to each holder of record of a certificate or certificates thatan Option (an "Optionee"), immediately prior to the Effective Time, represented outstanding shares of the Company Common Stock (the “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): (i) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates and Options shall pass, only upon proper delivery of the Certificates to and the Paying Agent, and shall be in such form and have such other provisions as are customary and reasonably acceptable to the Company and Parent); and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger ConsiderationOptions. Upon surrender to the Exchange Agent of a Certificate to the Paying Agent for cancelation, cancellation together with such letter of transmittal, duly executed and in proper formexecuted, and such other documents as may reasonably be required the Exchange Agent shall promptly pay out to the persons entitled thereto the amount, rounded to the nearest cent, determined by multiplying (x) the number of shares of Target's Stock represented by the Paying AgentCertificate by (y) the Initial Per Share Amount. Upon surrender to the Exchange Agent of an Option together with such letter of transmittal, duly executed, the holder Exchange Agent shall promptly pay out to the Optionee the amount, rounded to the nearest cent, determined by multiplying (x) the amount by which the Initial Per Share Amount exceeds the exercise price per share subject to such Option and (y) the number of shares subject to such Certificate Option. No interest shall be entitled to receive, in exchange therefor, paid or accrued on the Merger Consideration into which cash payable upon the shares of the Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.08(c), and the Certificate so surrendered shall forthwith be canceled. In the event surrender of a transfer of ownership of the Company Common Stock Certificate or an Option. If a Stockholder or an Optionee requests that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person one in whose name the Certificate so surrendered or Option surrendered, as the case may be, is registered, if such it shall be a condition of payment that the Certificate or Option so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of such the Certificate or Option surrendered or establish to the satisfaction of Parent the Surviving Corporation that such Tax tax has been paid or is not applicable. Until From and after the Effective Time, until surrendered as contemplated by in accordance with the provisions of this Section 3.092.3(b), (i) each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive receive, upon such surrender an amount in cash rounded to the nearest cent, equal to the Initial Per Share Amount per share of Target's Stock being converted plus the amount, if any, to be distributed on account of each Certificate pursuant to the terms of the Escrow Agreement, and (ii) each Option shall represent for all purposes only the right to receive, upon such surrender, an amount in cash equal to the Merger Consideration product, rounded to the nearest cent, of (without interestx) into the amount by which the Initial Per Share Amount exceeds the exercise price per share subject to the Option and (y) the number of shares subject to the Option plus the amount, if any, to be distributed on account of each Option pursuant to the terms of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c). No interest shall be paid or accrue on the cash payable upon surrender of any CertificateEscrow Agreement.

Payment Procedure. As promptly as reasonably practicable (but in no event later than two (2) Business Days) Promptly after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent to will mail to each holder of record of a certificate or certificates that, which immediately prior to the Effective Time, represented Time evidenced outstanding shares of Company Stock that appear, based on information available to the Company Common Stock (the “Certificates”) that were Company, may have been converted into the right to receive the Cash Merger Consideration pursuant (other than shares of Company Stock as to which rights of dissent have been perfected as provided in Section 3.08(c): 2.04) (i) the “Certificates”), a letter of transmittal (which shall contain the certification described in Section 2.02 and such other matters as the Surviving Corporation may determine and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, Surviving Corporation) and shall be in such form and have such other provisions as are customary and reasonably acceptable instructions to the Company and Parent); and (ii) instructions for effecting effect the surrender of the Certificates in exchange for the Cash Merger Consideration, if any, payable with respect to such Certificates. Upon surrender of a Certificate for cancellation to the Paying Agent for cancelationSurviving Corporation, together with such letter of transmittal, duly completed and executed and in proper formcontaining the certification contemplated by Section 2.02, and such other customary documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Certificate shall shall, subject to the provisions of Section 2.02, be entitled to receive, receive in exchange therefor, therefor the Cash Merger Consideration into which payable with respect to the shares of the Company Common Stock theretofore formerly represented by such Certificate shall have been converted pursuant to Section 3.08(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the shares of Company Common Stock that which is not registered in the share transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registeredCash Merger Consideration, if such Certificate shall be properly endorsed or otherwise be any, payable in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender, the Merger Consideration (without interest) into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c). No interest shall respect thereof may be paid or accrue on issued to the cash payable upon surrender transferee if the Certificate representing such shares of Company Stock is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and by evidence that any Certificateapplicable stock transfer taxes have been paid.

Payment Procedure. As promptly Each holder of record of ▇▇▇▇▇▇▇ Common Shares immediately prior to the Interim Merger Effective Time except for holders of ▇▇▇▇▇▇▇ Common Shares who exercise dissenters rights, shall be entitled to receive an amount of cash into which the aggregate number of ▇▇▇▇▇▇▇ Common Shares held by such ▇▇▇▇▇▇▇ shareholder shall have been converted pursuant to Section 3.01(a). Transmittal materials (the “Letter of Transmittal”) in a form satisfactory to PFBI and the Exchange Agent shall be mailed by the Exchange Agent as reasonably soon as practicable (but in no event later than two (2) Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent to mail Time to each holder of record of a certificate or certificates that, immediately prior to ▇▇▇▇▇▇▇ Common Shares as of the Interim Merger Effective Time. A Letter of Transmittal will be deemed properly completed only if accompanied by the Old Certificates to be converted thereby or, represented outstanding shares in the case of any lost, stolen or destroyed Old Certificates, customary affidavits, applications for bond or insurance with prepaid premiums, or other customary documentation reasonably requested by the Company Common Stock Exchange Agent. The Letter of Transmittal shall (the “Certificates”A) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Paying Exchange Agent, and shall ; (B) be in such a form and have such contain any other provisions as are customary PFBI and the Exchange Agent may reasonably acceptable to determine; (C) include information concerning procedures in the Company and Parent)case of lost, stolen or destroyed Old Certificates, including any required bond or insurance; and (iiD) include instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationOld Certificates. Upon the effective surrender of a Certificate the Old Certificates to the Paying Agent for cancelationExchange Agent, together with such letter of transmittal, a properly completed and duly executed and in proper form, and such other documents as may reasonably be required by the Paying AgentLetter of Transmittal, the holder of such Certificate Old Certificates shall be entitled to receive, receive in exchange therefor, therefor a check in the Merger Consideration into which amount equal to the shares of cash that such holder has the Company Common Stock theretofore represented by such Certificate shall have been converted right to receive pursuant to Section 3.08(cSections 3.01(a), and the Certificate . Old Certificates so surrendered shall forthwith be canceled. In As soon as practicable following receipt of the event properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute cash as provided herein. If there is a transfer of ownership of the Company any shares of ▇▇▇▇▇▇▇ Common Stock that is Shares not registered in the transfer records of ▇▇▇▇▇▇▇, the Company, payment may be made to a Person other than applicable portion of the Person in whose name the Certificate so surrendered is registered, if such Certificate Aggregate Consideration shall be properly endorsed or otherwise be issued to the transferee thereof only if the Old Certificates representing such ▇▇▇▇▇▇▇ Common Shares are presented to the Exchange Agent, accompanied by all appropriate documents, in proper form for the reasonable judgment of PFBI and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. After the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09Effective Time, each Certificate there shall be deemed at any time after no further transfer on the Effective Time to represent only the right to receive upon such surrender, the Merger Consideration (without interest) into which the shares records of the Company ▇▇▇▇▇▇▇ of ▇▇▇▇▇▇▇ Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c)Shares. No interest will be paid on any cash to be paid in exchange for ▇▇▇▇▇▇▇ Common Shares that any such holder shall be paid or accrue on the cash payable upon surrender of any Certificateentitled to receive pursuant to this Article III.

Payment Procedure. As promptly as reasonably practicable after the Effective Time (but in no event later than two (2) Business Days) four business days after the Effective Time), the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that, that immediately prior to the Effective Time, Time represented outstanding shares of the Company Common Stock (the “Certificates”) that which were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): 2.08 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as are customary and reasonably acceptable to the Company and Parent); ) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent for cancelation, together with such letter of transmittal, duly executed and in proper form, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive, receive in exchange therefor, therefor the Merger Consideration amount of cash into which the shares of the Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.08(c)2.08, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.092.09, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrendersurrender the amount of cash, the Merger Consideration (without interest) , into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c)2.08. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

Payment Procedure. As promptly as reasonably practicable after the Effective Time (but in no event later than two (2) Business Days) Days after the Effective Time), the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of the Company Common Stock (the “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): 3.01 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as are customary and reasonably acceptable to the Company and Parent); ) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent (or affidavit of loss in lieu of a Certificate as provided in Section 3.02(f)) for cancelation, together with such letter of transmittal, duly completed and validly executed and in proper form, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive, in exchange therefor, the Merger Consideration into which the shares of the Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.08(c)3.01, less any applicable tax withholding, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock that is not registered in the transfer records of the Company, payment (including payment pursuant to the CVR Agreement) may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.093.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrendersurrender the amount of cash, the Merger Consideration (without interest) , into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c)3.01, including the payments due to the former holder thereof (if any) pursuant to the CVR Agreement. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate. As set forth in the CVR Agreement, the CVRs shall not be evidenced by a certificate or other instrument.

Payment Procedure. As promptly as reasonably practicable (but in no event later than two (2) Business Days) after At the Effective Time, NMB shall deliver the Surviving Corporation or Parent shall cause Consolidation Consideration to the Paying Agent. The Paying Agent to mail shall mail, as soon as practicable after the Closing, but within five Business Days, to each holder of record of a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of the Company Common Stock (the “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): Non-Dissenting Shareholder: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing the shares of SBB Common Stock, shall pass, only upon proper delivery of the Certificates certificates to the Paying Agent, Agent and shall be in such a form and have such other provisions as are customary and NMB may reasonably acceptable to the Company and Parent); specify) and (ii) instructions for use in effecting the surrender of the Certificates certificates in exchange for the Merger ConsiderationClosing Payment. Upon surrender of a Certificate certificate for cancellation to the Paying Agent for cancelation, together with such letter of transmittal, duly executed and in proper formexecuted, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate certificate shall be entitled to receive, receive in exchange therefor, the Merger Consideration into which the shares therefor such holder's pro rata share of the Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.08(c)Closing Payment, and the Certificate certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company SBB Common Stock that which is not registered in the transfer records of the CompanySBB, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of such Certificate certificate or establish to the satisfaction of Parent NMB that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09From and after the Effective Time, each Certificate share of SBB Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrendersurrender the holder's pro rata share of the Consolidation Consideration (or, with respect to Dissenting SBB Shares, the Merger Consideration (without interest) into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(crights under 12 USC § 215). No interest shall will be paid or will accrue on the cash payable upon surrender of any CertificateClosing Payment.

Payment Procedure. As promptly as reasonably practicable (practicable, but in no event not later than two (2) Business Days) five business days, after the Effective Time, the Surviving Corporation Exchange Agent shall mail and make available to each holder of record ("Shareholder") of a certificate or Parent shall cause certificates that immediately prior to the Paying Agent to mail Effective Time represented outstanding shares of Tenere's Stock (a "Certificate") and to each holder of record of a certificate or certificates thatan Option (an "Optionee"), immediately prior to the Effective Time, represented outstanding shares of the Company Common Stock (the “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): (i) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates and Options shall pass, only upon proper delivery of the Certificates to and the Paying Agent, and shall be in such form and have such other provisions as are customary and reasonably acceptable to the Company and Parent); and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger ConsiderationOptions. Upon surrender to the Exchange Agent of a Certificate to the Paying Agent for cancelation, cancellation together with such letter of transmittal, duly executed and in proper formexecuted, and such other documents as may reasonably be required the Exchange Agent shall promptly pay out to the persons entitled thereto the amount, rounded to the nearest cent, determined by multiplying (x) the number of shares of Tenere's Stock represented by the Paying AgentCertificate by (y) the Per Share Amount. Upon surrender to the Exchange Agent of an Option together with such letter of transmittal, duly executed, the holder Exchange Agent shall promptly pay out to the Optionee the amount, rounded to the nearest cent, determined by multiplying (x) the amount by which the Per Share Amount exceeds the exercise price per share subject to such Option and (y) the number of shares subject to such Certificate Option. No interest shall be entitled to receive, in exchange therefor, paid or accrued on the Merger Consideration into which cash payable upon the shares of the Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.08(c), and the Certificate so surrendered shall forthwith be canceled. In the event surrender of a transfer of ownership of the Company Common Stock Certificate or an Option. If a Shareholder or an Optionee requests that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person one in whose name the Certificate so surrendered or Option surrendered, as the case may be, is registered, if such it shall be a condition of payment that the Certificate or Option so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of such the Certificate or Option surrendered or establish to the satisfaction of Parent the Surviving Corporation that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 3.092.3(b), (i) each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive receive, upon such surrender, an amount in cash rounded to the Merger Consideration nearest cent, equal to the Per Share Amount per share of Tenere's Stock being converted and (without interestii) into each Option shall represent for all purposes only the right to receive, upon such surrender, an amount equal to the product, rounded to the nearest cent, of (x) the amount by which the Per Share Amount exceeds the exercise price per share subject to the Option and (y) the number of shares of subject to the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c). No interest shall be paid or accrue on the cash payable upon surrender of any CertificateOption.

Payment Procedure. As promptly as reasonably practicable (but in no event later than two (2) three Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of the Company Common Stock (the “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): 3.08 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as are customary and reasonably acceptable to the Company and Parent); ) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Paying Agent for cancelation, together with such letter of transmittal, duly executed and in proper form, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive, in exchange therefor, the Merger Consideration amount of cash into which the shares of the Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.08(c)3.08, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrendersurrender the amount of cash, the Merger Consideration (without interest) , less any applicable tax withholding, into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c)3.08. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

Payment Procedure. As promptly as reasonably practicable (but in no event later than two (2) Business Days) after the Effective Time, the Surviving Corporation Exchange Agent shall mail and make available to each holder of record ("Stockholder") of a certificate or Parent shall cause certificates that immediately prior to the Paying Agent to mail Effective Time represented outstanding shares of Columbia's Stock (a "Certificate") and to each holder of record of a certificate or certificates thatan Option (an "Optionee"), immediately prior to the Effective Time, represented outstanding shares of the Company Common Stock (the “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.08(c): (i) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates and Options shall pass, only upon proper delivery of the Certificates to and the Paying Agent, and shall be in such form and have such other provisions as are customary and reasonably acceptable to the Company and Parent); and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger ConsiderationOptions. Upon surrender to the Exchange Agent of a Certificate to the Paying Agent for cancelation, cancellation together with such letter of transmittal, duly executed and in proper formexecuted, and such other documents as may reasonably be required the Exchange Agent shall promptly pay out to the persons entitled thereto the amount, rounded to the nearest cent, determined by multiplying (x) the number of shares of Columbia's Stock represented by the Paying AgentCertificate by (y) the Per Share Amount. Upon surrender to the Exchange Agent of an Option together with such letter of transmittal, duly executed, the holder Exchange Agent shall promptly pay out to the Optionee the amount, rounded to the nearest cent, determined by multiplying (x) the amount by which the Per Share Amount exceeds the exercise price per share subject to such Option and (y) the number of shares subject to such Certificate Option. No interest shall be entitled to receive, in exchange therefor, paid or accrued on the Merger Consideration into which cash payable upon the shares of the Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.08(c), and the Certificate so surrendered shall forthwith be canceled. In the event surrender of a transfer of ownership of the Company Common Stock Certificate or an Option. If a Stockholder or an Optionee requests that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person one in whose name the Certificate so surrendered or Option surrendered, as the case may be, is registered, if such it shall be a condition of payment that the Certificate or Option so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of such the Certificate or Option surrendered or establish to the satisfaction of Parent the Surviving Corporation that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 3.092.3(b), (i) each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive receive, upon such surrender an amount in cash rounded to the nearest cent, equal to the Per Share Amount per share of Columbia's Stock being converted and (ii) each Option shall represent for all purposes only the right to receive, upon such surrender, an amount in cash equal to the Merger Consideration product, rounded to the nearest cent, of (without interestx) into the amount by which the Per Share Amount exceeds the exercise price per share subject to the Option and (y) the number of shares of subject to the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c). No interest shall be paid or accrue on the cash payable upon surrender of any CertificateOption.