Common use of Payment Procedures Clause in Contracts

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall instruct the Paying Agent to mail to each holder of record (other than the Company) of a Right Certificate representing exercisable Rightscertificate or certificates which, with immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (i) a form of election letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to purchase the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and certification shall be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed, accompanied by payment and such other customary documents as may be required pursuant to such instructions, the holder of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share such Certificate shall be entitled to be purchased and receive in respect thereof cash in an amount equal to any applicable transfer tax required to be paid by the holder product of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(Ax) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the shares of Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares Common Stock represented by such receipts Certificate and (y) the per share Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. No interest shall be deposited by paid or accrued on the transfer agent Merger Consideration payable upon the surrender of any Certificate. If any holder of Shares shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash Surviving Corporation. If payment is to be paid made to a person other than the person in lieu whose name the surrendered Certificate is registered, it shall be a condition of payment that the issuance of fractional shares in accordance with Section 14 Certificate so surrendered shall be properly endorsed or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of such certificates or depositary receipts, cause the same payment to be delivered to or upon the order of a person other than the registered holder of such Right Certificate, registered in such name the surrendered Certificate or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash establish to or upon the order satisfaction of the registered holder Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of such Right Certificate. In the event that this Section 3.3(b), each Certificate (other than Certificates representing Shares owned by the Company is obligated or holders of Dissenting Shares) shall be deemed at any time after the Effective Time to issue other securities of represent for all purposes only the Company, pay cash and/or distribute other property pursuant right to Section 11.1.3, receive the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateMerger Consideration.

Payment Procedures. Upon receipt Promptly following the Effective Time, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a Right Certificate representing exercisable Rightscertificate or certificates (the “Certificates”) which immediately prior to the Effective Time evidenced outstanding Company Shares and (ii) uncertificated Company Shares (the “Uncertificated Shares”), with in each case, whose Company Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.7 (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of election loss and title to purchase and certification duly executedthe Certificates shall pass, accompanied by payment only upon delivery of the aggregate Purchase Price Certificates to the Payment Agent), and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the total number Merger Consideration payable in respect thereof pursuant to the provisions of one one-hundredths this Article III. Upon surrender of a Preferred Share Certificates for cancellation to be purchased the Payment Agent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash or by certified or cashier's check or money order payable equal to the order of product obtained by multiplying (x) the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the aggregate number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be deposited entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the transfer agent with aggregate number of Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into the depositary agentright to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Company hereby directs transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the depositary agent Payment Agent may impose to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares effect an orderly exchange thereof in accordance with Section 14 normal and reasonable exchange practices. No interest shall be paid or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder Certificates and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property Uncertificated Shares pursuant to this Section 11.1.33.8. Until so surrendered, outstanding Certificates and Uncertificated Shares shall be deemed, from and after the Company will make all arrangements necessary so that such other securitiesEffective Time, cash and/or other property are available for distribution by to evidence only the Rights Agentright to receive the Merger Consideration, if and when appropriatewithout interest thereon, payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt Promptly following the Effective Time, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a Right Certificate representing exercisable Rightscertificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) and (ii) uncertificated shares of Company Common Stock (other than Owned Company Shares) (the “Uncertificated Shares”), with in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.7 (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of election loss and title to purchase and certification duly executedthe Certificates shall pass, accompanied by payment only upon delivery of the aggregate Purchase Price Certificates to the Payment Agent), and/or (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the total number Merger Consideration payable in respect thereof pursuant to the provisions of one one-hundredths this Article III. Upon surrender of a Preferred Share Certificates for cancellation to the Payment Agent or to such other agent or agents as may be purchased appointed by Parent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash or by certified or cashier's check or money order payable equal to the order product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate that were converted into the Companyright to receive the Merger Consideration pursuant to Section 3.7, by (y) the Rights Agent Merger Consideration (less any applicable withholding taxes payable in respect thereof), and the Certificates so surrendered shall thereupon promptly forthwith be canceled. The holders of such Uncertificated Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (i)(Ax) requisition from any the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration, upon the entry through a book-entry transfer agent of the Preferred Shares (or make availablesurrender of such shares on a book-entry account statement, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares effect an orderly exchange thereof in accordance with Section 14 normal exchange practices. No interest shall be paid or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder Certificates and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property Uncertificated Shares pursuant to this Section 11.1.33.8. Until so surrendered, outstanding Certificates and Uncertificated Shares shall be deemed from and after the Company will make all arrangements necessary so that such other securitiesEffective Time, cash and/or other property are available for distribution by to evidence only the Rights Agentright to receive upon surrender the Merger Consideration, if and when appropriatewithout interest thereon, payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. Prior to or promptly after the Effective Time, but in no event more than three (3) Business Days after the Effective Time, the Surviving Corporation or Parent will cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares and Dissenting Shares) a letter of transmittal in customary form reasonably acceptable to the Company and Parent (which shall specify that delivery will be effected, and risk of loss and title to Certificates and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof and a bond, if required, pursuant to Section 2.3(f)) or Book-Entry Shares, as the case may be, to the Paying Agent) and instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof and a bond, if required, pursuant to Section 2.3(f)) and Book-Entry Shares in exchange for the Merger Consideration. Upon receipt the proper surrender of a Right Certificate representing exercisable Rights(or effective affidavit of loss in lieu thereof and a bond, if required, pursuant to Section 2.3(f)) or Book-Entry Share to the Paying Agent, together with the form a properly completed letter of election to purchase and certification transmittal, duly executed, accompanied and such other documents as may reasonably be requested by payment the Paying Agent, the holder of the aggregate Purchase Price for the total number of one onesuch Certificate or Book-hundredths of a Preferred Entry Share will be entitled to be purchased and receive in exchange therefor cash in an amount equal to the Merger Consideration (after giving effect to any applicable transfer required tax required withholdings) for each Share (other than Excluded Shares and Dissenting Shares) formerly represented by such Certificate or Book-Entry Share that such holder has the right to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered will be cancelled. No interest will be paid by or accrued on any amount payable upon due surrender of the holder Certificates or Book-Entry Shares. In the event of such Right Certificate a transfer of ownership of Shares that is not registered in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order transfer records of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash Merger Consideration to be paid in lieu upon due surrender of the issuance of fractional shares in accordance with Section 14 Certificate or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as Book-Entry Share may be designated by paid to such holder and (iv) when appropriate, after receipt, promptly deliver a transferee if the Certificate or Book-Entry Share formerly representing such cash Shares is presented to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Paying Agent, if accompanied by all documents required to evidence and when appropriateeffect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.314, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Series A Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Promptly following the Effective Time, Newco and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent), and/or (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Newco, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate, by (y) the Per Share Price (less any applicable withholding taxes payable in respect thereof), and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a Right Certificate representing exercisable Rightsbook-entry transfer of Uncertificated Shares, with the form holders of election such Uncertificated Shares shall be entitled to purchase and certification duly executed, accompanied receive in exchange therefor an amount in cash equal to the product obtained by payment of multiplying (x) the aggregate Purchase Price for the total number of one one-hundredths shares of a Preferred Company Common Stock represented by such holder’s transferred Uncertificated Shares, by (y) the Per Share to be purchased and an amount equal to Price (less any applicable transfer tax required withholding taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to be paid by the holder of such Right Certificate effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 92.8. Until so surrendered, outstanding Certificates and Uncertificated Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Per Share Price, without interest thereon, payable in cash or by certified or cashier's check or money order payable respect thereof pursuant to the order provisions of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatethis Article II.

Payment Procedures. Upon receipt Promptly following the Effective Time (and in any event within three Business Days), Parent and the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares) of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Owned Company Shares or Dissenting Company Shares) (the “Certificates” (if any)) (i) a Right Certificate representing exercisable Rightsletter of transmittal in customary form (which will specify that delivery will be effected, with and risk of loss and title to the form of election to purchase and certification duly executedCertificates will pass, accompanied by payment only upon proper delivery of the aggregate Purchase Price Certificates to the Exchange Agent), and (ii) instructions for effecting the total number surrender of one one-hundredths the Certificates in exchange for (A) the Merger Consideration and (B) the Dividend Consideration, if any, in each case, payable with respect to the shares of a Preferred Share Company Common Stock formerly represented thereby pursuant to be purchased Section 2.7. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Companyinstructions thereto, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent holders of such Certificates will be entitled to receive in exchange therefor the Preferred Shares (or make availableMerger Consideration and the Dividend Consideration, if the Rights Agent is the transfer agent) certificates any, for the number each share of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares Common Stock represented by such receipts shall Certificates. Notwithstanding anything to the contrary in this Agreement, no holder of uncertificated shares of Company Common Stock (the “Uncertificated Shares”) will be deposited required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 2.7 with respect to such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” regarding the book-entry transfer of such Uncertificated Shares by the Exchange Agent (or such other evidence, if any, of transfer agent with as the depositary agent) Exchange Agent may reasonably request, it being understood that the holders of Uncertificated Shares will be deemed to have surrendered such Uncertificated Shares upon receipt of an “agents message” or such other evidence, if any, as the Exchange Agent may reasonably request), will be entitled to receive in exchange therefor the Merger Consideration and the Company hereby directs the depositary agent to comply with all Dividend Consideration, if any, for each Uncertificated Share held by such requests, (ii) when appropriate, requisition from the Company the amount of cash to record holder. No interest will be paid in lieu or accrued for the benefit of holders of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause Certificates and Uncertificated Shares on the same to be delivered to Merger Consideration or upon the order of the registered holder surrender of such Right CertificateCertificates and transfer of Uncertificated Shares pursuant to this Section 2.9(d). Until so surrendered or transferred, registered outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Merger Consideration and the Dividend Consideration, if any, payable in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property respect thereof pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate2.7.

Payment Procedures. Promptly following the Effective Time, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent), and/or (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7, by (y) the Merger Consideration (less any applicable withholding taxes payable in respect thereof), and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a Right Certificate representing exercisable Rightsbook-entry transfer of Uncertificated Shares, with the form holders of election such Uncertificated Shares shall be entitled to purchase and certification duly executed, accompanied receive in exchange therefor an amount in cash equal to the product obtained by payment of multiplying (x) the aggregate Purchase Price for the total number of one one-hundredths shares of a Preferred Share Company Common Stock represented by such holder’s transferred Uncertificated Shares that were converted into the right to be purchased and an amount equal receive the Merger Consideration pursuant to Section 2.7, by (y) the Merger Consideration (less any applicable transfer tax required withholding taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to be paid by the holder of such Right Certificate effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 92.8. Until so surrendered, outstanding Certificates and Uncertificated Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, payable in cash or by certified or cashier's check or money order payable respect thereof pursuant to the order provisions of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatethis Article II.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable RightsAt or prior to the Closing, Parent shall deposit (or cause to be deposited) with the form Company, by wire transfer of election immediately available funds, the Option Consideration as well as the cash portion of any Director RSU Consideration, and PSU Consideration owed to purchase applicable holders of Company Options, Company Director RSUs and certification duly executedCompany PSUs pursuant to Section 2.8(d), accompanied Section 2.8(b)(ii) and Section 2.8(c), respectively. As promptly as reasonably practicable, but in any event no later than five Business Days after the Closing Date, the applicable holders of Company Options, Company Director RSUs, and Company PSUs will be paid by payment of the aggregate Purchase Price for Company or the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax Surviving Corporation, through its payroll system or payroll provider, all amounts required to be paid by the holder to such holders in respect of such Right Certificate in accordance with Company Options, Company Director RSUs, and Company PSUs pursuant to this Section 92.8, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from less any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased required and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property unsatisfied withholding pursuant to Section 11.1.32.12. Notwithstanding the foregoing, to the extent any Company Director RSU, Adjusted RSU or Company PSU is nonqualified deferred compensation subject to Section 409A of the Code, Parent will distribute the Director RSU Consideration, PSU Consideration or relevant shares of Parent Common Stock, as applicable, at the earliest time permitted under the terms of the applicable agreement, plan or arrangement relating to such Company Director RSU, Vested RSU or Company PSU that will not trigger a Tax or penalty under Section 409A of the Code; provided, that each holder of Company Director RSUs, Adjusted RSUs and Company PSUs shall be responsible for all Taxes due under Section 409A of the Code, if any, in connection with such awards (other than, to the extent applicable, required withholding amounts) and none of Parent, the Company will make all arrangements necessary so that or the Surviving Corporation shall responsible for any such other securities, cash and/or other property are available for distribution by Taxes arising under Section 409A of the Rights Agent, if and when appropriateCode.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary depository agent depositary depository receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary depository agent) and the Company hereby directs the depositary depository agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary depository receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall instruct the Paying Agent to mail to each holder of record (other than the Company or Parent, Sub or any other Subsidiary of Parent) of a Right Certificate representing exercisable Rightsor Certificates which, with immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (i) a form of election letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to purchase the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and certification shall be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed, accompanied by payment and such other customary documents as may be required pursuant to such instructions, the holder of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share such Certificate shall be entitled to be purchased and receive in respect thereof cash in an amount equal to any applicable transfer tax required to be paid by the holder product of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(Ax) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the shares of Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares Common Stock represented by such receipts Certificate and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. No interest shall be deposited by paid or accrued on the transfer agent with Merger Consideration payable upon the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount surrender of cash any Certificate. If payment is to be paid made to a person other than the person in lieu whose name the surrendered Certificate is registered, it shall be a condition of payment that the issuance of fractional shares in accordance with Section 14 Certificate so surrendered shall be properly endorsed or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of such certificates or depositary receipts, cause the same payment to be delivered to or upon the order of a person other than the registered holder of such Right Certificate, registered in such name the surrendered Certificate or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash established to or upon the order satisfaction of the registered holder Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of such Right Certificate. In the event that this Section 3.3(b), each Certificate (other than Certificates representing Shares owned by the Company is obligated or Parent, Sub or any other Subsidiary of Parent) shall be deemed at any time after the Effective Time to issue other securities of represent for all purposes only the Company, pay cash and/or distribute other property pursuant right to Section 11.1.3, receive the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateMerger Consideration.

Payment Procedures. Upon receipt Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a Right Certificate representing exercisable Rightscertificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, with and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form of election reasonably satisfactory to purchase the Company and certification duly executed, accompanied by payment Parent and (B) instructions for use in effecting the surrender of the aggregate Purchase Price Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the total number Merger Consideration payable in respect thereof pursuant to the provisions of one one-hundredths this Article II. Upon surrender of a Preferred Share Certificates for cancellation to be purchased the Payment Agent, as applicable, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash or by certified or cashier's check or money order payable equal to the order of product obtained by multiplying (x) the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the aggregate number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be deposited entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer agent with as the depositary agentPayment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Company hereby directs transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the depositary agent Payment Agent may impose to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares effect an orderly exchange thereof in accordance with Section 14 normal exchange practices. No interest shall be paid or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such certificates or depositary receiptsCertificates and Uncertificated Shares. Until so surrendered, cause outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the same Effective Time, evidence only the right to be delivered to or upon receive the order of the registered holder of such Right CertificateMerger Consideration, registered without interest thereon, payable in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property respect thereof pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateprovisions of this Article II.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a share of Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Series A Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths of a share of Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt Promptly after the Effective Time (but in no event more than three business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock (i) a Right Certificate representing exercisable Rightsletter of transmittal (which shall specify that delivery shall be effected, with and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree to prior to the Effective Time) and (ii) instructions for use in effecting the surrender of election to purchase and certification duly executed, accompanied by the Certificates or Book-Entry Shares in exchange for payment of the aggregate Purchase Price for the total number of one one-hundredths Merger Consideration. Upon surrender of a Preferred Certificate (or affidavit of loss thereof) or Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be purchased and required by the Paying Agent), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor a check in an amount equal to any applicable transfer tax required to be paid by the holder product of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(Ax) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the shares of Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares Common Stock previously represented by such receipts Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be deposited a condition of payment that (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu reason of the issuance payment of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same Merger Consideration to be delivered to or upon the order of a Person other than the registered holder of such Right Certificate, registered in such name Certificate or names as may be designated by such holder Book-Entry Share surrendered and (iv) when appropriate, after receipt, promptly deliver such cash shall have established to or upon the order reasonable satisfaction of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so Surviving Corporation that such other securitiesTax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, cash and/or other property are available for distribution each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by the Rights Agentthis Article II, if and when appropriatewithout interest.

Payment Procedures. Upon receipt Promptly (and in any event, within 10 Business Days) following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a Right Certificate representing exercisable Rightscertificate or certificates (the “Certificates”), with which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of election loss and title to purchase and certification duly executedthe Certificates shall pass, accompanied by payment only upon delivery of the aggregate Purchase Price Certificates to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the total number Merger Consideration payable in respect thereof pursuant to the provisions of one one-hundredths this Article III. Upon surrender of a Preferred Share Certificates for cancellation to the Payment Agent or to such other agent or agents as may be purchased appointed by Parent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9the instructions thereto, the holders of such Certificates shall be entitled to receive in cash exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or by certified through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or cashier's check any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or money order accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the order holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, Merger Consideration may be issued to a transferee if the Rights Agent Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its by evidence that any applicable stock transfer agent to comply with all such requestsor similar Taxes have been paid. Until so surrendered, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts outstanding Certificates shall be deposited by deemed from and after the transfer agent with Effective Time, to evidence only the depositary agent) and right to receive the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid Merger Consideration payable in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property respect thereof pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateprovisions of this Article III.

Payment Procedures. Upon receipt Except to the extent Company Stock Based Awards or Company Options are treated as contemplated in the first sentence of a Right Certificate representing exercisable RightsSection 2.11(e), at or prior to the Closing, Parent will deposit (or cause to be deposited) with the form Company, by wire transfer of election to purchase and certification duly executedimmediately available funds, accompanied by payment of the aggregate Purchase Price for (i) Company Stock-Based Award Consideration owed to all holders of Company Stock-Based Awards; and (ii) Option Consideration owed to all holders of Company Options. Not later than the total number next regularly scheduled payroll date that is at least fifteen days following the Closing Date, the applicable holders of one oneCompany Stock-hundredths Based Awards and Company Options will receive a payment from the Company or the Surviving Corporation, through its payroll system or payroll provider, of a Preferred Share to be purchased and an amount equal to any applicable transfer tax amounts required to be paid by to such holders in respect of Company Stock-Based Awards or Company Options that are cancelled and converted pursuant to Section 2.11(a) or Section 2.11(b), as applicable. Notwithstanding the foregoing, if any payment owed to a holder of such Right Certificate in accordance with Company Stock-Based Awards or Company Options pursuant to Section 92.11(a) or Section 2.11(b), in cash or by certified or cashier's check or money order payable to the order of as applicable, (A) cannot be made through the Company’s or the Surviving Corporation’s payroll system or payroll provider, then the Rights Agent shall thereupon Surviving Corporation will issue a check for such payment to such holder, which check will be sent to such holder promptly (i)(A) requisition from any transfer agent of following the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requestsClosing Date, or (B) constitutes deferred compensation under Code Section 409A, then the timing of such payment will be made in a manner that is intended to comply with Code Section 409A so as not to result in adverse tax consequences thereunder for such holder. Notwithstanding the above, any payment (including, if applicable, payments in kind) to holders of Section 000 XXXx and to holders of Section 3(i) RSUs shall be paid to the Section 102 Trustee, in full without any withholding of Taxes (provided that the Company shall have elected obtained the Israeli Interim Tax Ruling or the Israeli Tax Ruling prior to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are Closing) to be purchased (held and released in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent accordance with the depositary agentprovisions of Section 102 (if applicable) and the Company hereby directs Israeli Tax Ruling, and for further distribution to the depositary agent beneficial holders subject to comply with all such requests, the receipt (iion or after Closing) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights AgentSection 102 Trustee of a duly executed Section 102 Shareholder Document in relation to any payment to holders of Section 102 RSUs, if and when appropriateof a duly executed Section 3(i) RSU Holder Acknowledgement in relation to any payment to holders of Section 3(i) RSUs.

Payment Procedures. Upon receipt Promptly following the Pre-Closing Dividend Date, and no later than the third (3rd) Business Day following the Pre-Closing Dividend Date, the Company or the Surviving Corporation, as the case may be, shall cause the Payment Agent to make payment to each holder of Company Shares that is entitled to receive the Pre-Closing Dividend: (A) for each Cash Electing Share, an amount of cash and a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths shares of a Preferred Share to be purchased Class A Stock, if any, in each case as set forth in Section 2.03(d)(1) (less any applicable withholding Taxes payable in respect thereof) and (B) for each Stock Electing Share, an amount equal of cash, if any, and a number of shares of Class A Stock, in each case as set forth in Section 2.03(d)(2) (less any applicable withholding Taxes payable in respect thereof); provided, in each case, that with respect to any applicable transfer tax required holder of Parent Common Units Election Shares, the Payment Agent shall, in lieu of Class A Stock to be paid by the holder pursuant to this sentence with respect to such Company Shares, substitute an equal amount of such Right Certificate Parent Common Units in accordance with the Parent Common Units Exchange set forth in Section 92.03(f). For the avoidance of doubt, each holder of Company Shares that receives shares of Class A Stock in the Pre-Closing Dividend (and does not exchange such shares of Class A Stock in the Parent Common Unit Exchange) shall be entitled to dividends declared on or after the Merger Effective Time with respect to such shares of Class A Stock. Promptly following the Merger Effective Time, and no later than the fifth (5th) Business Day following the Merger Effective Time, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Merger Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Merger Effective Time represented outstanding Company Shares and (ii) uncertificated Company Shares (the “Uncertificated Shares”), in cash or by certified or cashier's check or money order payable each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.07, (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the order Certificates shall pass, only upon delivery of the Company, Certificates to the Rights Payment Agent and shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased in such form and have such other provisions as the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or may reasonably specify) and (B) if instructions for use in effecting the Company surrender of the Certificates and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall have elected be entitled to deposit receive in exchange therefor an amount in cash equal to the total product obtained by multiplying (x) the aggregate number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Company Shares represented by such receipts Certificates that were converted into the right to receive the Merger Consideration pursuant to Section 2.07, by (y) the Per Share Merger Consideration (less any applicable withholding Taxes payable in respect thereof), and such Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be deposited entitled to receive in exchange therefor the Per Share Merger Consideration for each Company Share represented by such holder’s transferred Uncertificated Shares that were converted into the transfer agent with right to receive the depositary agent) Merger Consideration pursuant to Section 2.07 (less any applicable withholding Taxes payable in respect thereof), and the Company hereby directs transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the depositary agent Payment Agent may impose to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares effect an orderly exchange thereof in accordance with Section 14 normal exchange practices. For the avoidance of doubt, in no event shall any holder of Uncertificated Shares be required to deliver a Certificate or otherwise executed letter of transmittal to the Payment Agent in accordance with Section 11.1.3, (iii) promptly after receipt order to receive the Merger Consideration. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder Certificates and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property Uncertificated Shares pursuant to this Section 11.1.32.09. Until so surrendered, outstanding Certificates and Uncertificated Shares shall be deemed from and after the Company will make all arrangements necessary so that such other securitiesMerger Effective Time, cash and/or other property are available for distribution by to evidence only the Rights Agentright to receive the Merger Consideration (less any applicable withholding Taxes payable in respect thereof), if and when appropriatewithout interest thereon, payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record of shares of Class A Stock (other than Excluded Shares and Company Awards) (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of such Certificates or Book-Entry Shares in exchange for the Merger Consideration pursuant to Section 1.07. Upon receipt surrender of such a Right Certificate representing exercisable Rightsor Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with the form a letter of election to purchase and certification transmittal, duly executed, accompanied by payment of and such other customary documents as may be required pursuant to such instructions (collectively, the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by “Transmittal Documents“), the holder of such Right Certificate or Book-Entry Share shall be entitled to receive in accordance with Section 9exchange therefor the Merger Consideration for each share of Class A Stock formerly represented by such Certificate or Book-Entry Share, without any interest thereon, less any required withholding of taxes, and the Certificate or Book-Entry Share so surrendered shall thereupon be canceled. In the event of a transfer of ownership of Class A Stock that is not registered in cash or by certified or cashier's check or money order payable to the order transfer records of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to Merger Consideration may be purchased issued and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 this Article II to the transferee of such shares if the Certificate evidencing such shares is presented to the Paying Agent and is properly endorsed or otherwise in accordance with Section 11.1.3proper form for transfer. In such event, (iii) promptly after receipt the signature on the Certificate or any related stock power must be properly guaranteed and the Person requesting payment of such certificates the Merger Consideration must either pay any Transfer Tax or depositary receipts, cause other Taxes required by reason of the same payment to be delivered to or upon the order of a Person other than the registered holder of the Certificate so surrendered or establish to the Surviving Corporation that such Right Certificate, registered in Tax has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such name or names as a Certificate and the related Transmittal Documents. Cash payments may be designated made by check unless otherwise required by a depositary institution in connection with Book-Entry Shares. No interest will be payable on any Merger Consideration. Until surrendered in accordance with this Section 2.02, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Merger Consideration for each share of Class A Stock (other than Excluded Shares, Company Awards and any Dissenting Shares) formerly represented by such holder and (iv) when appropriateCertificate or Book-Entry Share. The Payment Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, after receipt, promptly deliver such dividends or other income earned on the investment of cash to or upon held in the order Payment Fund shall be for the account of the registered holder of such Right CertificateSurviving Corporation. In the event that the Company is obligated to issue other securities The Merger Consideration delivered upon surrender of the Company, pay cash and/or distribute other property pursuant Certificates and the Book-Entry Shares in accordance with the terms hereof shall be deemed to Section 11.1.3, have been paid in full satisfaction of all rights pertaining to the Company will make all arrangements necessary so that shares represented by such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateCertificates or Book-Entry Shares.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record of shares of Company Stock (other than Excluded Shares) (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of such Certificates or Book-Entry Shares in exchange for the Merger Consideration pursuant to Section 1.07. Upon receipt surrender of such a Right Certificate representing exercisable Rightsor Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with the form a letter of election to purchase and certification transmittal, duly executed, accompanied by payment of and such other customary documents as may be required pursuant to such instructions (collectively, the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by "Transmittal Documents"), the holder of such Right Certificate or Book-Entry Share shall be entitled to receive in accordance with Section 9exchange therefor the Merger Consideration for each share of Company Stock formerly represented by such Certificate or Book-Entry Share, without any interest thereon, less any required withholding of taxes, and the Certificate or Book-Entry Share so surrendered shall thereupon be canceled. In the event of a transfer of ownership of Company Stock that is not registered in cash or by certified or cashier's check or money order payable to the order transfer records of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to Merger Consideration may be purchased issued and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 this Article II to the transferee of such shares if the Certificate evidencing such shares is presented to the Paying Agent and is properly endorsed or otherwise in accordance with Section 11.1.3proper form for transfer. In such event, (iii) promptly after receipt the signature on the Certificate or any related stock power must be properly guaranteed and the Person requesting payment of such certificates the Merger Consideration must either pay any Transfer Tax or depositary receipts, cause other Taxes required by reason of the same payment to be delivered to or upon the order of a Person other than the registered holder of the Certificate so surrendered or establish to the Surviving Corporation that such Right Certificate, registered in Tax has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such name or names as a Certificate and the related Transmittal Documents. Cash payments may be designated made by check unless otherwise required by a depositary institution in connection with Book-Entry Shares. No interest will be payable on any Merger Consideration. Until surrendered in accordance with this Section 2.02, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Merger Consideration for each share of Company Stock (other than Excluded Shares and any Dissenting Shares) formerly represented by such holder and (iv) when appropriateCertificate or Book-Entry Share. The Payment Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, after receipt, promptly deliver such dividends or other income earned on the investment of cash to or upon held in the order Payment Fund shall be for the account of the registered holder of such Right CertificateSurviving Corporation. In the event that the Company is obligated to issue other securities The Merger Consideration delivered upon surrender of the Company, pay cash and/or distribute other property pursuant Certificates and the Book-Entry Shares in accordance with the terms hereof shall be deemed to Section 11.1.3, have been paid in full satisfaction of all rights pertaining to the Company will make all arrangements necessary so that shares represented by such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateCertificates or Book-Entry Shares.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied (subject to the following sentence) by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 99 hereof, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its each such transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the any such depositary agent to comply with all such requests, (ii) when appropriatenecessary to comply with this Plan, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 hereof or otherwise in accordance with Section 11.1.3, 11.1.3 hereof; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriatenecessary to comply with this Plan, after receiptreceipt of the cash requisitioned from the Company, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.311.1.3 hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Plan.

Payment Procedures. Upon receipt Promptly following the Effective Time, LKQ, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a Right Certificate representing exercisable Rightscertificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares or Company Restricted Shares and (ii) uncertificated Company Shares or Company Restricted Shares (the “Uncertificated Shares”), with in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.7: (A) a letter of transmittal in customary form agreed to by the parties (which shall specify that delivery shall be effected, and risk of election loss and title to purchase and certification duly executedthe Certificates shall pass, accompanied by payment only upon delivery of the aggregate Purchase Price Certificates to the Payment Agent), and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the total number Merger Consideration payable in respect thereof pursuant to the provisions of one one-hundredths this Article III. Upon surrender of a Preferred Share Certificates for cancellation to be purchased the Payment Agent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash or by certified or cashier's check or money order payable equal to the order of product obtained by multiplying (x) the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the aggregate number of Preferred Company Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Restricted Shares represented by such receipts Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less withholding pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be deposited entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the transfer agent with aggregate number of Company Shares and Company Restricted Shares represented by such holder’s transferred Uncertificated Shares that were converted into the depositary agentright to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less withholding pursuant to Section 3.8(e)), and the Company hereby directs transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the depositary agent Payment Agent may impose to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares effectuate an orderly exchange thereof in accordance with Section 14 normal exchange practices. No interest shall be paid or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder Certificates and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property Uncertificated Shares pursuant to this Section 11.1.33.8. Until so surrendered, outstanding Certificates and Uncertificated Shares shall be deemed, from and after the Company will make all arrangements necessary so that such other securitiesEffective Time, cash and/or other property are available for distribution by to evidence only the Rights Agentright to receive the Merger Consideration, if and when appropriatewithout interest thereon, payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.314, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Promptly following the Closing (and in any event within three Business Days following the Closing), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Certificates”); (ii) uncertificated shares of Company Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Uncertificated Shares”): (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares, as applicable, in exchange for the Per Share Price, payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Capital Stock represented by such Certificate; by (y) the Per Share Price (subject to Section 2.12), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a Right Certificate representing exercisable Rightsbook-entry transfer of Uncertificated Shares, with the form holders of election such Uncertificated Shares will be entitled to purchase and certification duly executed, accompanied receive in exchange therefor an amount in cash equal to the product obtained by payment of multiplying (1) the aggregate Purchase Price for the total number of one one-hundredths shares of a Preferred Company Capital Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (subject to Section 2.12), and the transferred Uncertificated Shares so surrendered will be purchased cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate orderly exchange thereof in accordance with Section 9, in cash normal exchange practices. No interest will be paid or by certified or cashier's check or money order payable to accrued for the order benefit of holders of the CompanyCertificates and Uncertificated Shares on the Per Share Price, payable upon the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt surrender of such certificates or depositary receiptsCertificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, cause outstanding Certificates and Uncertificated Shares will be deemed from and after the same Effective Time to be delivered evidence only the right to or upon receive the order of the registered holder of such Right CertificatePer Share Price without interest thereon, registered payable in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property respect thereof pursuant to Section 11.1.32.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Company will make all arrangements necessary so Payment Agent in order to receive the payment that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateholder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Series A Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt Promptly following the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a Right Certificate representing exercisable Rightscertificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares and (ii) non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), with in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 (A) a letter of transmittal in customary form of election reasonably satisfactory to purchase the Company and certification duly executedParent, accompanied by payment and (B) instructions for use in effecting the surrender of the aggregate Purchase Price Certificates (or affidavits of loss in lieu thereof) in exchange for the total number Merger Consideration payable in respect thereof pursuant to the provisions of one one-hundredths this Article II. Upon surrender of a Preferred Share Certificates (or affidavits of loss in lieu thereof) for cancellation to be purchased the Paying Agent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9the instructions thereto, and such other documents as may be required pursuant to such instructions, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash or by certified or cashier's check or money order payable equal to the order of product obtained by multiplying (x) the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the aggregate number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7, by (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 2.8(e)), and the Certificates so surrendered shall forthwith be canceled. Notwithstanding the foregoing, upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be deposited entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the transfer agent with aggregate number of Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into the depositary agentright to receive the Merger Consideration pursuant to Section 2.7, by (y) the Merger Consideration (less any applicable withholding Tax deductible in respect thereof pursuant to Section 2.8(e)), and the Company hereby directs Uncertificated Shares so transferred shall forthwith be canceled. The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the depositary agent Paying Agent may impose to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares effect an orderly exchange thereof in accordance with Section 14 normal exchange practices. No interest shall be paid or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such certificates Certificates and Uncertificated Shares pursuant to this Section 2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or depositary receiptsDissenting Company Shares) shall be deemed, cause from and after the same Effective Time, to be delivered evidence only the right to or upon receive the order of the registered holder of such Right CertificateMerger Consideration, registered in such name or names as may be designated by such holder and (iv) when appropriatewithout interest thereon, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property less any applicable withholding Tax pursuant to Section 11.1.32.8(e), payable in respect thereof pursuant to the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateprovisions of this Article II.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(Ai) (A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.311(a)(iii), (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.311(a)(iii), the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate, and until so received, the Rights Agent shall have no duties or obligations with respect to such securities, cash and/or property.

Payment Procedures. Upon receipt Promptly following the Effective Time (and in any event within three (3) Business Days), Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record as of immediately prior to the Effective Time (other than Owned Company Shares) of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Owned Company Shares) (the “Certificates” (if any)) (i) a Right Certificate representing exercisable Rightsletter of transmittal in customary form (which will specify that delivery will be effected, with and risk of loss and title to the form of election to purchase and certification duly executedCertificates will pass, accompanied by payment only upon delivery of the aggregate Purchase Price Certificates to the Payment Agent), and (ii) instructions for effecting the surrender of the Certificates in exchange for the total number Per Share Price payable with respect to the shares of one one-hundredths Company Common Stock formerly represented thereby pursuant to Section 2.7. Upon surrender of a Preferred Share Certificates for cancellation to be purchased the Payment Agent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash or by certified or cashier's check or money order payable equal to the order of product obtained by multiplying (x) the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the aggregate number of Preferred Shares to be purchased and the shares of Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares Common Stock represented by such receipts shall be deposited Certificates by (y) the transfer agent with the depositary agent) Per Share Price, and the Company hereby directs Certificates so surrendered will forthwith be cancelled. Notwithstanding anything to the depositary agent to comply with all such requestscontrary in this Agreement, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered no record holder of such Right Certificate, registered uncertificated shares of Company Common Stock (other than Owned Company Shares) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in such name or names as may be designated by order to receive the payment that such holder and (iv) when appropriate, after receipt, promptly deliver such cash is entitled to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property receive pursuant to Section 11.1.32.7 with respect of such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” by the Company will make all arrangements necessary so that Payment Agent (or such other securities, cash and/or other property are available for distribution by the Rights Agentevidence, if any, of transfer as the Payment Agent may reasonably request), will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares by (2) the Per Share Price, and when appropriatethe transferred Uncertificated Shares will be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price payable upon the surrender of such Certificates and transfer of Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price payable in respect thereof pursuant to Section 2.7.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one oneten-hundredths thousandths of a Preferred Share share of Incentive Stock to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares Incentive Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares shares of Incentive Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares shares of Incentive Stock issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one oneten-hundredths thousandths of a Preferred Share share of Incentive Stock as are to be purchased (in which case certificates for the Preferred Shares Incentive Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt Promptly following the Effective Time, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time and in each case other than holders of Company Restricted Shares) of (i) a Right Certificate representing exercisable Rightscertificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares and (ii) uncertificated Company Shares (the “Uncertificated Shares”), with in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.7 (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of election loss and title to purchase and certification duly executedthe Certificates shall pass, accompanied by payment only upon delivery of the aggregate Purchase Price Certificates to the Payment Agent), and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the total number Merger Consideration payable in respect thereof pursuant to the provisions of one one-hundredths this Article III. Upon surrender of a Preferred Share Certificates for cancellation to be purchased the Payment Agent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash or by certified or cashier's check or money order payable equal to the order of product obtained by multiplying (x) the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the aggregate number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be deposited entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the transfer agent with aggregate number of Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into the depositary agentright to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Company hereby directs transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the depositary agent Payment Agent may impose to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares effect an orderly exchange thereof in accordance with Section 14 normal exchange practices. No interest shall be paid or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder Certificates and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property Uncertificated Shares pursuant to this Section 11.1.33.8. Until so surrendered, outstanding Certificates and Uncertificated Shares shall be deemed, from and after the Company will make all arrangements necessary so that such other securitiesEffective Time, cash and/or other property are available for distribution by to evidence only the Rights Agentright to receive the Merger Consideration, if and when appropriatewithout interest thereon, payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Common Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Common Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Common Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share Common Shares as are to be purchased (in which case certificates for the Preferred Common Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.314, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt Promptly following the Effective Time (but in no event later than five (5) business days thereafter), Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a Right Certificate representing exercisable Rightscertificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), with which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of election loss and title to purchase and certification duly executedthe Certificates shall pass, accompanied by payment only upon delivery of the aggregate Purchase Price Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the total number Merger Consideration payable in respect thereof pursuant to the provisions of one one-hundredths this Article II. Upon (i) surrender of a Preferred Share Certificates for cancellation to the Payment Agent or to such other agent or agents as may be purchased appointed by Parent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requestsinstructions thereto, or (Bii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise any, of the Rights hereunder with a depository agent, requisition from transfer as the depositary agent depositary receipts representing interests Payment Agent may reasonably request) in such number of one one-hundredths the case of a Preferred Share as are to be purchased (in which case certificates for transfer of Book-Entry Shares, the Preferred holders of such Certificates or Book-Entry Shares represented by such receipts shall be deposited by entitled to receive in exchange therefor the transfer agent with Merger Consideration payable in respect thereof pursuant to the depositary agent) provisions of this Article II, and the Company hereby directs Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the depositary agent Payment Agent may impose to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares effect an orderly exchange thereof in accordance with Section 14 normal exchange practices. No interest shall be paid or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such certificates Certificates or depositary receipts, cause the same to be delivered to or upon the order transfer of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property Book-Entry Shares pursuant to this Section 11.1.32.6. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Company will make all arrangements necessary so that such other securitiesEffective Time, cash and/or other property are available for distribution by to evidence only the Rights Agent, if and when appropriateright to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Upon receipt (i) As soon as reasonably practicable (and in any event within three (3) Business Days) after the Effective Time, to the extent not previously delivered, the Surviving Company or the Surviving Partnership, as applicable, shall cause the Paying Agent to mail to each holder of record of Shares or Company OP Units whose Shares or Company OP Units, as applicable, were converted into the Merger Consideration pursuant to Section 2.01 or Section 2.02, (A) a Right Certificate representing exercisable Rightsletter of transmittal (the “Letter of Transmittal”) in customary form as agreed to between the Company and Parent prior to the date of this Agreement, with and (B) any agreement or additional documents necessary to admit the form holders of election Company OP Units as of immediately prior to purchase the Partnership Merger Effective Time as new limited partners of the Surviving Partnership, to afford such holders the same exchange rights afforded to other holders of Parent OP Common Units pursuant to the limited partnership agreement of Parent OP, as amended and certification duly executedrestated, accompanied by payment and to record such holders as the owners of the aggregate Purchase Price for the total number of one oneParent OP Common Units as each is entitled to receive in respect of their aggregate Unit Ownership Consideration pursuant to Section 2.02(a)(i)(2). The Letter of Transmittal shall be accompanied by instructions for use in effecting the surrender of certificates that immediately prior to the Effective Time represented Shares or certificates that immediately prior to the Partnership Merger Effective Time represented the Company OP Units (“Certificates”) (or effective affidavits of loss in lieu thereof) or non-hundredths certificated Shares or Company OP Units represented by book-entry of the Company or the Company OP, as applicable (“Book-Entry Shares”) pursuant to this Article II, representing the shares of Company Common Stock or Company OP Units to which such Letter of Transmittal relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or the Company OP, as applicable, or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Letter of Transmittal, from a Preferred Share firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to be purchased and an amount equal to any applicable transfer tax required to be paid the Paying Agent by the holder time required in such guarantee of delivery, and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Letter of Transmittal. The Letter of Transmittal shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of such Right Certificate Certificates (or effective affidavits of loss in accordance with lieu thereof as provided in this Section 9, in cash 2.03(c)(i)) or by certified or cashier's check or money order payable Book-Entry Shares to the order of the Company, the Rights Paying Agent and shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased in such form and have such other provisions as Parent and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateagree.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt Promptly following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a Right Certificate representing exercisable Rightscertificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), with which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of election loss and title to purchase and certification duly executedthe Certificates shall pass, accompanied by payment only upon delivery of the aggregate Purchase Price Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the total number Merger Consideration payable in respect thereof pursuant to the provisions of one one-hundredths this Article II. Upon (i) surrender of a Preferred Share Certificates for cancellation to the Payment Agent or to such other agent or agents as may be purchased appointed by Parent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requestsinstructions thereto, or (Bii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise any, of the Rights hereunder with a depository agent, requisition from transfer as the depositary agent depositary receipts representing interests Payment Agent may reasonably request) in such number of one one-hundredths the case of a Preferred transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share as are to be purchased (in which case certificates for the Preferred Shares formerly represented by such receipts shall be deposited by Certificate or Book-Entry Share pursuant to the transfer agent with the depositary agent) provisions of this Article II, and the Company hereby directs Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the depositary agent Payment Agent may impose to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares effect an orderly exchange thereof in accordance with Section 14 normal exchange practices. No interest shall be paid or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such certificates Certificates or depositary receipts, cause the same to be delivered to or upon the order transfer of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property Book-Entry Shares pursuant to this Section 11.1.32.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Company will make all arrangements necessary so that such other securitiesEffective Time, cash and/or other property are available for distribution by to evidence only the Rights Agent, if and when appropriateright to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share Shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt (a) If a Distribution Triggering Monetization Event occurs, then no later than the later of a Right Certificate representing exercisable Rights, (i) the date upon which the financial information with respect to the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price CVR Asset Pool for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax calendar quarter immediately preceding the calendar quarter in which such Distribution Triggering Monetization Event occurs is required to be paid provided to the CVR Agent pursuant to Section 4.3(a) and (ii) the date that is thirty (30) days following such Distribution Triggering Monetization Event, the Company shall deliver to the CVR Agent and the CVR Agent shall, pursuant to the confidential, password-protected website that shall be established and administered by the holder CVR Agent pursuant to Section 4.3(b) make available a certificate with the calculation of Adjusted EBITDA for the Measurement Period for all Hotel Properties in the CVR Asset Pool individually and in the aggregate, and individually for any Hotel Property that was sold prior to such Right Distribution Triggering Monetization Event in a sale that qualified or did not qualify as a Qualifying CVR Asset Pool Sale, the corresponding Adjusted EBITDA Threshold for each such Hotel Property, and the Company’s calculation of the Net Proceeds from CVR Asset Pool, the Total CVR Pool Amount (if different from the Net Proceeds from CVR Asset Pool) and the Total Distributable Amount with respect to such Distribution Triggering Monetization Event (the “Calculation Certificate”), which such Calculation Certificate and the information contained therein shall be deemed to be Confidential Information pursuant to this Agreement and subject to the terms and provisions of Section 4.3(b) hereof. The Company shall Make Available notice of the fact that such Calculation Certificate has been made available on such confidential website. If such Distribution Triggering Monetization Event is the consummation of the direct or indirect sale of All or Substantially All of the Assets and not all of the assets included in the CVR Asset Pool have been sold or the consideration payable in such Distribution Triggering Monetization Event could result in all or any portion of a Holdback Amount becoming payable in accordance with Section 2.4(d)(iii), the Calculation Certificate shall also so indicate and state that the Holders may be entitled to receive an additional cash payment with respect to the remaining assets in the CVR Asset Pool that were not sold in such Distribution Triggering Monetization Event or the Holdback Amount. If an Independent Valuer is appointed pursuant to Section 2.4(e), then on or prior to the twenty-fifth (25th) Business Day prior to the Final Payment Date, the Company will deliver a Calculation Certificate (which Calculation Certificate shall also include the Value calculated in accordance with Section 2.4(b)(ii)(B) and information regarding any elections made by the Company pursuant to Section 2.4(d)(vi)) to the CVR Agent and make available such Calculation Certificate in accordance with the first sentence of this Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate2.5(a).

Payment Procedures. Promptly following the Effective Time, and in any event not more than five (5) Business Days thereafter, Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form and reasonably acceptable to the Company (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive, and the Payment Agent shall promptly pay, in exchange therefor, an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a Right Certificate representing exercisable Rightsbook-entry transfer of Uncertificated Shares, with the form holders of election such Uncertificated Shares will be entitled to purchase receive, and certification duly executedthe Payment Agent shall promptly pay, accompanied in exchange therefor, an amount in cash equal to the product obtained by payment of multiplying (1) the aggregate Purchase Price for the total number of one one-hundredths shares of a Preferred Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share to be purchased and an amount equal to Price (less any applicable transfer tax required withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to be paid by the holder of such Right Certificate cause an orderly exchange thereof in accordance with Section 9, in cash normal exchange practices. No interest will be paid or by certified or cashier's check or money order payable to accrued for the order benefit of holders of the Company, Certificates and Uncertificated Shares on the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of Per Share Price payable upon the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt surrender of such certificates or depositary receiptsCertificates and Uncertificated Shares pursuant to this Section 2.10(c). Until so surrendered, cause outstanding Certificates and Uncertificated Shares will be deemed from and after the same Effective Time to be delivered evidence only the right to or upon receive the order of the registered holder of such Right CertificatePer Share Price, registered without interest thereon, payable in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property respect thereof pursuant to Section 11.1.32.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Company will make all arrangements necessary so Payment Agent in order to receive the payment that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateholder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt When the provisions of a Right Certificate representing exercisable Rightssubsection 2.04(f)(i) above require payment with respect to an affected Underlying Receivable, the Seller shall with respect to such Ineligible Receivable (A) deposit into the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and Collection Account an amount equal to any applicable transfer tax required the portion of the Finance Charge Receivables due but not collected with respect to be such Ineligible Receivable represented by the Transferor Certificate (to the extent not paid by to the Indenture Trustee as the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or Transferor Certificate); (B) if direct the Company shall have elected Servicer to deposit deduct the total number of Preferred Shares issuable upon exercise portion represented by the Transferor Certificate of the Rights hereunder with a depository agent, requisition principal balance of each such Ineligible Receivable from the depositary agent depositary receipts representing interests Principal Receivables in such number of one one-hundredths of a Preferred Share as are the Trust used to be purchased calculate the Trust Interest; and (in which case certificates for C) deposit into the Preferred Shares Collection Account an amount equal to the portion represented by the Transferor Certificate of the principal balance of such receipts shall be deposited Ineligible Receivable represented by the transfer agent with Transferor Certificate (to the depositary agent) and extent not paid to the Company hereby directs Indenture Trustee as the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu holder of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Transferor Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate). In the event that the Company is obligated to issue other securities exclusion of an Ineligible Underlying Receivable from the calculation of the Company, pay cash and/or distribute other property pursuant Trust Interest would cause the Trust Interest to Section 11.1.3be reduced below the Minimum Trust Interest or would otherwise not be permitted by law, the Company will Seller shall concurrently make all arrangements necessary so that a deposit in the Principal Account (for allocation as a Principal Receivable) in immediately available funds prior to the Transfer Date related to such other securities, cash and/or other property are available for distribution Monthly Period in which such event occurred in an amount equal to the amount by which the Rights AgentTrust Interest would be reduced below the Minimum Trust Interest. The portion of such deposit allocated to the Notes of each Series shall be distributed to the Noteholders of each Series in the manner specified in Article 5 of the Base Indenture and related Series Supplement, if and when appropriateapplicable, on the Payment Date immediately following such Transfer Date. The obligations of the Seller set forth in this subsection 2.04(f)(ii) shall constitute the sole remedy respecting any breach of the Specified Representations with respect to such affected Underlying Receivable available to Noteholders or the Indenture Trustee on behalf of Noteholders.

Payment Procedures. Upon receipt As soon as possible after the Effective Time (but in no event later than three (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Right Certificate representing exercisable Rightsor Certificates or Book-Entry Shares that immediately prior to the Effective Time represented outstanding Shares (other than Excluded Shares and Dissenting Shares) (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares to which the holder thereof is entitled. Upon surrender of any Certificate (or affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent, together with such letter of transmittal, duly executed and completed in accordance with the form of election to purchase instructions thereto, and certification duly executedsuch other documents as may reasonably be required by the Paying Agent, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate or Book-Entry Shares shall be entitled to receive in accordance with Section 9, exchange therefor the amount of Merger Consideration payable in cash in respect of the Shares previously represented by such Certificate or by certified or cashier's check or money order payable Book-Entry Shares pursuant to the order provisions of this Article II, to be paid within three (3) Business Days (or such longer period required by the Paying Agent) of the Paying Agent’s receipt of such Certificate (or affidavits of loss in lieu thereof) or Book-Entry Shares, the duly executed and completed letter of transmittal and any other documents as reasonably required by the Paying Agent, and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made to a Person other than the Rights Agent Person in whose name the Certificate so surrendered is registered, if such Certificate shall thereupon promptly (i)(A) requisition from be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer agent or other Taxes required by reason of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares payment to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of Person other than the registered holder of such Right Certificate, registered in Certificate or establish to the satisfaction of Parent that such name Tax has been paid or names as may is not applicable. No interest shall be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such paid or accrue on any cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property payable pursuant to this Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate2.2.

Payment Procedures. Promptly following the Effective Time (and in any event within three Business Days), the Surviving Company shall cause the Paying Agent to mail or otherwise disseminate to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and/or (B) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Acquisition, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a)(ii), and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a Right Certificate representing exercisable Rightsbook entry transfer of uncertificated Shares, with the form holders of election such uncertificated Shares shall be entitled to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price receive in exchange for the total number cancellation of one one-hundredths of a Preferred Share to be purchased and such uncertificated Shares an amount in cash equal to any applicable transfer tax required the Per Share Merger Consideration to be paid by which the holder of thereof is entitled pursuant to Section 2.7(a)(ii), and the uncertificated Shares shall forthwith be canceled. The Paying Agent shall accept such Right Certificate Certificates and transferred uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and uncertificated Shares on the Per Share Merger Consideration payable upon the surrender of such Certificates and uncertificated Shares pursuant to this Section 92.8. Until so surrendered, outstanding Certificates and uncertificated Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Per Share Merger Consideration, without interest thereon, payable in cash or by certified or cashier's check or money order payable respect thereof pursuant to the order provisions of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatethis Article II.

Payment Procedures. Upon receipt of a Right Certificate ------------------ representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriatenecessary to comply with this Agreement, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt Promptly after the Effective Time (but in no event more than five Business Days thereafter), Parent shall cause the Exchange Agent to mail to each holder of record of Company Common Stock as of immediately prior to the Effective Time (i) a Right Certificate representing exercisable Rightsletter of transmittal (which shall (A) in the case of shares of Company Common Stock represented by Certificates, with specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, (B) be in such customary form and have such other provisions as Parent and the Company may reasonably agree and (C) be prepared prior to the Effective Time) and (ii) instructions for use in effecting the surrender of election to purchase and certification duly executed, accompanied by the Certificates or Book-Entry Shares in exchange for payment of the aggregate Purchase Price Merger Consideration to which such holder is entitled pursuant to this Agreement. Following the Effective Time, upon surrender of Certificates for cancellation to the total number Exchange Agent or receipt of one onean “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-hundredths Entry Shares, together with such letter of a Preferred Share to transmittal, duly and properly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be purchased and an amount equal to any applicable transfer tax required to be paid by the Exchange Agent), the holder of such Right Certificate Certificates or Book-Entry Shares shall be entitled to receive in accordance with Section 9exchange therefor, in cash or by certified or cashier's check or money order payable subject to the order of the Companyany required withholding Taxes, the Rights Agent Merger Consideration for each share of Company Common Stock surrendered, any cash in lieu of fractional shares of Parent Common Stock to which the holder is entitled pursuant to Section 2.2(e), and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c) (in each case, without interest), and any Certificates or Book-Entry Shares so surrendered shall thereupon promptly (i)(A) requisition from any transfer agent forthwith be cancelled. If payment of the Preferred Shares (or make available, if the Rights Agent such Merger Consideration is the transfer agent) certificates for the number of Preferred Shares to be purchased made to a person other than the person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company person requesting such payment shall have elected to deposit the total number of Preferred Shares issuable upon exercise paid any transfer and other Taxes required by reason of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt payment of such certificates or depositary receipts, cause the same Merger Consideration to be delivered to or upon the order of a person other than the registered holder of such Right CertificateCertificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, registered each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration, as contemplated by this Article II, (2) cash in such name or names as may be designated by lieu of any fractional shares of Parent Common Stock to which such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property entitled pursuant to Section 11.1.32.2(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if in each case without interest and when appropriatesubject to any applicable withholding Taxes.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a share of Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Series A Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths of a share of Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated in writing by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary depository agent depositary depository receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary depository agent) and the Company hereby directs the depositary depository agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary depository receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share Common Shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Common Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Common Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Common Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share Common Shares as are to be purchased (in which case certificates for the Preferred Common Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary depository agent depositary depository receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary depository agent) and the Company hereby directs the depositary depository agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary depository receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt Promptly after the Effective Time (but in no event more than five (5) Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (i) a Right Certificate representing exercisable Rightsletter of transmittal (which, with in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of election to purchase and certification duly executed, accompanied by the Certificates or Book-Entry Shares in exchange for payment of the aggregate Purchase Price applicable Merger Consideration. Upon surrender of Certificates for cancellation to the total number Exchange Agent or receipt of one onean “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-hundredths Entry Shares, together with such letter of a Preferred Share to transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be purchased and an amount equal to any applicable transfer tax required to be paid by the Exchange Agent), the holder of such Right Certificate Certificates or Book-Entry Shares shall be entitled to receive in accordance with Section 9exchange therefor, in cash or by certified or cashier's check or money order payable subject to the order of the Companyany required withholding Taxes, the Rights Agent applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall thereupon promptly (i)(A) requisition from any transfer agent forthwith be cancelled. If payment of the Preferred Shares (or make available, if the Rights Agent such Merger Consideration is the transfer agent) certificates for the number of Preferred Shares to be purchased made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Person requesting such payment shall have elected to deposit the total number of Preferred Shares issuable upon exercise paid any transfer and other Taxes required by reason of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt payment of such certificates or depositary receipts, cause the same Merger Consideration to be delivered to or upon the order of a Person other than the registered holder of such Right CertificateCertificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, registered each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration as contemplated by this Article II, (2) cash in such name or names as may be designated by lieu of any fractional shares of Parent Common Stock to which such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property entitled pursuant to Section 11.1.32.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if in each case without interest and when appropriatesubject to any applicable withholding Taxes.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one oneten-hundredths thousandths of a share of Series D Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Series D Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series D Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series D Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one oneten-hundredths thousandths of a share of Series D Preferred Share as are to be purchased (in which case certificates for the Series D Preferred Shares represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Promptly following the Effective Time (but in no event more than two (2) Business Days thereafter), Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and (ii) uncertificated shares of Company Common Stock represented by book-entry (the “Uncertificated Shares”) (A) a letter of transmittal in such form and having such provisions as the Company and Parent may reasonably specify (and which shall specify, in the case of tendered Certificates, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or appropriate affidavits of loss in lieu thereof) to the Payment Agent), and/or (B) instructions for use in effecting the surrender of the Certificates (or appropriate affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Per Share Price payable in respect thereof pursuant to the provisions of this Article I. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent in accordance with the terms hereof, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Payment Agent, the holders of record of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate, by (y) the Per Share Price (less any applicable withholding taxes payable in respect thereof), and the Certificates so surrendered shall forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a Right Certificate representing exercisable Rightsbook-entry transfer of Uncertificated Shares, with the form holders of election such Uncertificated Shares shall be entitled to purchase and certification duly executed, accompanied receive in exchange therefor an amount in cash equal to the product obtained by payment of multiplying (x) the aggregate Purchase Price for the total number of one one-hundredths shares of a Preferred Company Common Stock represented by such holder’s transferred Uncertificated Shares, by (y) the Per Share to be purchased and an amount equal to Price (less any applicable transfer tax required withholding taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered shall forthwith be cancelled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to be paid by the holder of such Right Certificate effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 91.8. Until so surrendered, outstanding Certificates and Uncertificated Shares shall be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price, without interest thereon, payable in cash or by certified or cashier's check or money order payable respect thereof pursuant to the order provisions of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.this Article IArticle I.

Payment Procedures. Upon receipt Promptly after the Effective Time, (and in any event no later than three (3) Business Days thereafter), Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock (including Restricted Stock) immediately prior to the Effective Time that thereafter was converted at the Effective Time into the right to receive the applicable Merger Consideration and that has not theretofore submitted its Certificates or Book-Entry Shares with a Right Certificate representing exercisable RightsForm of Election (i) a letter of transmittal (which, with in the case of shares of Company Common Stock TABLE OF CONTENTS represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of election to purchase and certification duly executed, accompanied by the Certificates or Book-Entry Shares in exchange for payment of the aggregate Purchase Price Merger Consideration. Upon surrender of Certificates for cancellation to the total number Paying Agent or, in the case of one oneBook-hundredths Entry Shares, receipt of a Preferred Share to an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be purchased and an amount equal to any applicable transfer tax required to be paid by the Paying Agent), the holder of such Right Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, subject to any required withholding of Taxes in accordance with Section 92.7(h), for each share of Company Common Stock (including Restricted Stock) surrendered (and any Certificates surrendered shall forthwith be cancelled) (I) the Stock Consideration to which such holder of Company Common Stock (including Restricted Stock) shall have become entitled to receive in cash or by certified or cashier's accordance with, and subject to, Section 2.1(c), Section 2.4 and Section 2.5, and/or (II) a check or money order payable wire transfer representing the amount of (A) the Cash Consideration to which such holder of Company Common Stock (including Restricted Stock) shall have become entitled to receive in accordance with, and subject to, Section 2.1(c), Section 2.1(e), Section 2.4 and Section 2.5, (B) any dividends or distributions which the order holder of Company Common Stock (including Restricted Stock) shall have become entitled to receive in accordance with Section 2.7(c) and (C) a check or wire transfer representing the Fractional Share Consideration, without interest, resulting from the rounding-down of any shares of Parent Common Stock otherwise issuable pursuant to (I) above. If payment of any portion of the Aggregate Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share in exchange therefor is registered in the transfer or stock records of the Company, it shall be a condition of payment that (A) the Rights Agent shall thereupon promptly (i)(A) requisition from any Person requesting such exchange present proper evidence of transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Person requesting such payment shall have elected to deposit the total number evidence payment of Preferred Shares issuable upon exercise any transfer and other Taxes required by reason of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in payment of such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu portion of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same Aggregate Merger Consideration to be delivered to or upon the order of a Person other than the registered holder of such Right Certificate, registered in such name Certificate or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash Book-Entry Share surrendered or shall have established to or upon the order reasonable satisfaction of the registered holder of such Right Certificate. In the event that the Surviving Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securitiesTax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.7, cash and/or other property are available each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration for distribution each applicable share of Company Common Stock as contemplated by the Rights Agentthis Article II, if and when appropriatewithout interest.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by wired funds, certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly as soon as practicable (i)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.314, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification the certificate duly executed, accompanied by payment payment, with respect to each Right so exercised, of the aggregate Purchase Price for the total number of each one one-hundredths thousandth of a share of Preferred Share Stock to be purchased and an amount equal to the any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company9 hereof, the Rights Agent shall shall, subject to Section 20(j) hereof, thereupon promptly (i)(Ai) (A) requisition from any transfer agent of the Preferred Shares (Stock or make available, if the Rights Agent is the transfer agent) agent for the Preferred Stock certificates for the number of shares of Preferred Shares Stock to be purchased (and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests), or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent appointed by the Company depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs will direct the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3hereof, (iii) promptly after receipt of such Preferred Stock certificates or depositary receipts, cause the same to be delivered to or or, upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receiptreceipt thereof, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. The payment of the Purchase Price shall be made in cash or by certified bank check or bank draft or money order payable to the order of the Company. In the event that the Company is obligated to issue issues other securities (including Common Stock) of the Company, pay pays cash and/or distribute distributes other property pursuant to Section 11.1.311(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Promptly following the Closing (and in any event within three Business Days following the Closing), the Parent Entities and the Surviving Entities will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Holdings Merger Effective Time or the Company Merger Effective Time, as applicable) of (i) a certificate or certificates that immediately prior to the Company Merger Effective Time represented outstanding shares of Company Capital Stock (other than Owned Holdings Units, Dissenting Company Shares and Owned Company Shares, as applicable) (the “Certificates”); (ii) uncertificated shares of Company Capital Stock (other than Owned Holdings Units, Dissenting Company Shares and Owned Company Shares, as applicable) (the “Uncertificated Shares”) and (iii) Holdings Units, (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates, Uncertificated Shares and Holdings Units, as applicable, in exchange for the Per Share Price, Class B Per Share Price, Class C Per Share Price or Per Unit Price, as applicable, payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Capital Stock, as applicable, represented by such Certificate; by (y) the Per Share Price, Class B Per Share Price, or Class C Per Share Price, as applicable (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a Right Certificate representing exercisable Rightsbook-entry transfer of Uncertificated Shares, with the form holders of election such Uncertificated Shares will be entitled to purchase and certification duly executed, accompanied receive in exchange therefor an amount in cash equal to the product obtained by payment of multiplying (1) the aggregate Purchase Price for the total number of one one-hundredths shares of Company Capital Stock, as applicable, represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price, Class B Per Share Price, or Class C Per Share Price, as applicable (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a Preferred Share transfer of Holdings Units, the holders of such Holdings Units will be entitled to be purchased and receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of Holdings Units so held; by (2) the Per Unit Price (less any applicable transfer tax required withholding Taxes payable in respect thereof), and the transferred Holdings Units so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares and Holdings Units upon compliance with such reasonable terms and conditions as the Payment Agent may impose to be paid by the holder of such Right Certificate cause an orderly exchange thereof in accordance with Section 9, in cash normal exchange practices. No interest will be paid or by certified or cashier's check or money order payable to accrued for the order benefit of holders of the CompanyCertificates, Uncertificated Shares and Holdings Units on the Rights Agent shall thereupon promptly (i)(A) requisition Per Share Price, Class B Per Share Price, Class C Per Share Price or Per Unit Price, as applicable, payable upon the surrender of such Certificates and Uncertificated Units or Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates, Uncertificated Shares and Holdings Units will be deemed from any transfer agent of and after the Preferred Shares (Holdings Merger Effective Time or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent Merger Effective Time, as applicable, to comply with all such requestsevidence only the right to receive the Per Share Price, Class B Per Share Price, Class C Per Share Price or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agentPer Unit Price, requisition from the depositary agent depositary receipts representing interests as applicable, without interest thereon, payable in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property respect thereof pursuant to Section 11.1.32.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares or Holdings Units will be required to provide a Certificate or an executed letter of transmittal to the Company will make all arrangements necessary so Payment Agent in order to receive the payment that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateholder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Upon receipt of a Right Certificate ------------------ representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one onefour-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.314, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Common Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Common Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Common Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share Common Shares as are to be purchased (in which case certificates for the Preferred Common Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.314, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one onetwo-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or check, cashier's check ’s check, bank draft or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one onetwo-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 14.1 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable RightsAt or prior to the Closing, Parent shall deposit (or cause to be deposited) with the form Company, by wire transfer of election to purchase and certification duly executedimmediately available funds, accompanied by payment of the aggregate Purchase Price for Vested Equity Award Consideration owed to all holders of Company Options, Vested Company RSUs and Vested Company PSUs (collectively, the total number of one one-hundredths of a Preferred Share to “Equity Award Holders”). As promptly as reasonably practicable, but in any event no later than the first regularly scheduled payroll date that is no less than five Business Days after the Closing Date, the Equity Award Holders will be purchased and an amount equal to any applicable transfer tax paid by the Company or the Surviving Corporation, through its payroll system or payroll provider, all amounts required to be paid by the holder to such holders in respect of such Right Certificate in accordance with Company Options, Vested Company RSUs and Vested Company PSUs that are cancelled and converted pursuant to this Section 92.8, in cash or by certified or cashier's check or money order payable less any required withholding pursuant to Section 2.12. Notwithstanding anything to the order contrary in this Section 2.8(d) (and, with respect to the Section 102 Shares, if any, also Section 2.9 below), the Option Consideration payable pursuant to Section 2.8(a) with respect to Section 102 Options and Section 3(i) Options (if any), the Vested RSU Consideration and Cash Replacement Company RSU Amounts payable pursuant to Sections 2.8(b)(i)-(ii) with respect to Sxxxxxx 000 XXXx xxx Xxxxxxx 0(x) XXXx (xx any), the Vested PSU Consideration and Cash Replacement Company PSU Amounts payable pursuant to Sections 2.8(c)(i)-(ii) with respect to Section 102 PSUs and Section 3(i) PSUs (if any) and the consideration payable pursuant to Section 2.7 with respect to Section 102 Shares (collectively, the “102 Trustee Amounts”) shall be paid (either directly or indirectly) to the Section 102 Trustee for the benefit of the beneficial owners thereof, who shall pay out the 102 Trustee Amounts, as applicable, and withhold the applicable tax either directly or through the applicable Israeli Subsidiary of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which each case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with the provisions of Section 14 102 or otherwise in accordance with Section 11.1.33(i), (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3applicable, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights AgentInterim Options Tax Ruling, if obtained, and when appropriatethe Options Tax Ruling, if obtained.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one onetwo-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one onetwo-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 11.14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one oneten-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one oneten-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. As of the Effective Time, the Surviving Corporation shall act as Paying Agent (in such capacity, the "Paying Agent"). Upon receipt surrender of a Right Certificate representing exercisable Rightscertificate or certificates ("Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock and Company Preferred Stock (collectively, the "Company Capital Stock") to the Paying Agent and a letter of transmittal in customary form and with such provisions as Parent may reasonably specify (the form "Letter of election to purchase and certification duly executedTransmittal"), accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate shall be entitled to receive in accordance with Section 9exchange therefor (A) shares of Parent Common Stock representing, in cash or the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1(b) (after taking into account all shares of Company Capital Stock then held by certified or cashier's check or money order payable such holder and subject to the order deposit of a portion of such shares in the Company, the Rights Agent shall thereupon promptly (i)(AEscrow Fund) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests check in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of equal to the cash to be paid in lieu of the issuance any dividends and other distributions pursuant to Section 2.4 and cash in lieu of fractional shares pursuant to Section 2.6. With respect to those shares of Company Capital Stock for which Certificates and a Letter of Transmittal are delivered to Parent at the Closing, the shares of Parent Common Stock to be issued in accordance exchange for the share of Company Capital Stock under Section 2.1(b) (the "Merger Consideration") (less the portion thereof to be deposited in the Escrow Fund) that such holder is entitled to receive shall be delivered to such holder at soon as practicable after the Closing (but in no event later than five business days). As of the Effective Time, Parent shall deposit with the Depositary Agent, pursuant to Article IX, the shares of Parent Common Stock to be placed in the Escrow Fund. No interest will be paid or will accrue on any cash payable pursuant to Section 14 2.4 or otherwise in accordance with Section 11.1.3, 2.6. If the Merger Consideration (iiior any portion thereof) promptly after receipt of such certificates or depositary receipts, cause the same is to be delivered to any person other than the person in whose name the Certificate representing the shares of Company Capital Stock surrendered in exchange therefor is registered, it shall be a condition to such exchange that the Certificate so surrendered shall be properly endorsed or upon otherwise be in proper form for transfer and that the order person requesting such exchange shall pay to the Paying Agent any transfer or other Taxes required by reason of the payment of such consideration to a person other than the registered holder of such Right Certificatethe Certificate surrendered, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash shall establish to or upon the order satisfaction of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so Paying Agent that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateTax has been paid or is not applicable.

Payment Procedures. Upon As soon as reasonably practicable after the Closing, and in any event within two (2) Business Days thereafter, the Paying Agent shall mail a letter of transmittal in the form set forth in Exhibit C (a “Letter of Transmittal”) and any applicable Tax forms that the Paying Agent may reasonably require in connection therewith (collectively, the “Exchange Documents”) to the record address of each holder of Company Capital Stock and Company Warrants; provided, that, (i) any electronic mailing shall satisfy the delivery requirement herein and (ii) the Exchange Documents shall be provided to any Major Stockholder at least three (3) calendar days prior to the Closing Date and Parent shall cause the Paying Agent to pay on the Closing Date any amount owed to a Major Stockholder that completes and returns the Exchange Documents at least two (2) days prior to the Closing Date. Each holder of Company Capital Stock or Company Warrants shall deliver to the Paying Agent properly executed Exchange Documents, and, with respect to each Stockholder, if such shares of Company Capital Stock are held in certificated form, a certificate representing the relevant shares of Company Capital Stock (the “Company Stock Certificates”). After receipt of a Right Certificate representing exercisable Rightsduly executed and properly completed Exchange Documents, the Paying Agent shall promptly (but in no event more than two (2) Business Days after receipt of the properly completed Exchange Documents) pay to each such Holder that has delivered to the Paying Agent duly executed and completed Exchange Documents, together with the form of election to purchase and certification duly executedcorresponding Company Stock Certificates, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and if applicable, an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of which such holder is entitled under Section 1.6 to the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be accounts designated by such holder Holder in such Holder’s Letter of Transmittal and the Company Stock Certificates, if any, so surrendered shall be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the cash amounts payable hereunder in exchange for shares of Company Capital Stock (iv) when appropriatewithout interest). Subject to Section 1.8(e), after receipt, promptly deliver such cash to or upon the order no portion of the registered Merger Consideration will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property Stock Certificate shall surrender such Company Stock Certificate and validly executed Exchange Documents pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatehereto.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt As soon as practicable after the Effective Time (but no later than the second (2nd) Business Day thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Senior Preferred Stock and Common Stock as of immediately prior to the Effective Time (i) a Right Certificate representing exercisable Rightsletter of transmittal (which shall specify that delivery shall be effected, with and risk of loss and title to the Stock Certificates and Book-Entry Shares shall pass, only upon proper delivery of the Stock Certificates or Book-Entry Shares, as applicable, held by a holder to the Paying Agent and shall be in such form and have such other provisions as the Company, Parent and the Surviving Corporation may reasonably agree upon prior to the Effective Time), and (ii) instructions for use in effecting the surrender of election to purchase the Stock Certificates and certification duly executed, accompanied by Book-Entry Shares in exchange for payment of the aggregate Purchase Price for applicable portion of the total number of one one-hundredths Merger Consideration to which the holder thereof is entitled. Upon surrender of a Preferred Share Stock Certificate or Book-Entry Shares, as applicable, for cancellation to be purchased the Paying Agent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by validly executed, and such other documents as the Paying Agent may reasonably require, the holder of such Right Stock Certificate or Book-Entry Shares, as applicable, shall be entitled to receive the applicable portion of the Merger Consideration to which the holder thereof is entitled in accordance with Section 9the terms of this ARTICLE II, without interest, in cash exchange for each share of Senior Preferred Stock or by certified or cashier's check or money order payable to the order of the CompanyCommon Stock, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make availableas applicable, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares formerly represented by such receipts Stock Certificate or Book-Entry Shares, as applicable, and the Stock Certificate or Book-Entry Shares, as applicable, so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.05(b), each Stock Certificate or Book-Entry Shares, as applicable (other than a Stock Certificate or Book-Entry Shares, as applicable, representing shares of Senior Preferred Stock or Common Stock that constitute either Cancelled Shares or Dissenting Shares, as applicable), shall be deposited by deemed, at any time after the transfer agent with Effective Time, to represent only the depositary agent) and right to receive upon such surrender the Company hereby directs Merger Consideration, without interest, into which the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount shares of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 Senior Preferred Stock or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated Common Stock theretofore represented by such holder and (iv) when appropriateStock Certificate or Book-Entry Shares, after receiptas applicable, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property shall have been converted pursuant to Section 11.1.3Sections 2.01(c) or (d), the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateas applicable.

Payment Procedures. Upon receipt (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second business day following the Effective Time, the Paying Agent shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1(a), (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration, (y) to each holder of a Right Certificate representing exercisable RightsCompany Stock Option or a Director Award Account, with the form a check in an amount, if any, due and payable to such holder pursuant to Section 5.5(a)(i) or Section 5.5(a)(iii), respectively, in respect of election such Company Stock Option or Director Award Account and (z) to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths each holder of a Preferred Share certificate representing Rollover Shares who is party to a Founder Rollover Agreement or an Employee Rollover Agreement, upon surrender to the Surviving Corporation of such certificate and such other documents as may reasonably be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9Surviving Corporation and Parent, in cash a certificate or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for representing the number of Preferred Shares shares of Parent Common Stock to be purchased which such holder is entitled pursuant to Section 2.1(b), subject to the terms and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise conditions of the Rights hereunder with a depository agentholder’s Employee Rollover Agreement or Founder Rollover Agreement, requisition from as the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts may be. No interest shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all paid or accrued on such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificateamounts. In the event that any Certificate represents both Rollover Shares and Shares entitled to receive the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3Merger Consideration, the Company will make all arrangements Paying Agent shall take such action as necessary so that such other securities, cash and/or other property are available for distribution by to split the Rights Agent, if and when appropriateCertificates accordingly.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number shares of one one-hundredths of a Preferred Share Common Stock to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares Common Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares shares of Common Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares shares of Common Stock issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths shares of a Preferred Share Common Stock as are to be purchased (in which case certificates for the Preferred Shares Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Series A Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriatenecessary to comply with this Plan, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriatenecessary to comply with this Plan, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Plan.

Payment Procedures. Upon receipt of a Right Certificate ------------------ representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 99 hereof, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-two- hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.311.1.3 hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied (subject to the following sentence) by payment of the aggregate Purchase Price for the total number of one one-hundredths of a share of Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Series A Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its each such transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths of a share of Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company hereby directs the each such depositary agent to comply with all such requests, ; (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriatenecessary to comply with this Agreement, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement, and until so received, the Rights Agent shall have no duties or obligations with respect to such securities, cash and/or other property.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of applicable Preferred Share Stock (or other securities, cash or other assets) to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the applicable Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) ), certificates for the number of shares of applicable Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of applicable Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of applicable Preferred Share Stock, as are to be purchased (in which case certificates for the applicable Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary depository agent depositary depository receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary depository agent) and the Company hereby directs the depositary depository agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary depository receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt Promptly following the Effective Time (and in any event within three (3) Business Days), Parent and the Surviving Company shall cause the Payment Agent to mail to each holder of record as of immediately prior to the Effective Time (other than Excluded Company Shares) of one or more certificates that immediately prior to the Effective Time represented issued and outstanding Company Shares (other than Excluded Company Shares) (the “Certificates” (if any)) (i) a Right Certificate representing exercisable Rightsletter of transmittal in customary form (which will specify that delivery will be effected, with and risk of loss and title to the form of election to purchase and certification duly executedCertificates will pass, accompanied by payment only upon delivery of the aggregate Purchase Price Certificates to the Payment Agent (or affidavit and indemnity of loss in lieu of such certificate as provided for in Section ‎2.11)), and (ii) instructions for effecting the surrender of the Certificates (or such affidavit of loss) in exchange for the total number applicable Per Share Price payable with respect to the Company Shares formerly represented thereby pursuant to Section ‎2.7. Upon surrender of one one-hundredths Certificates (or such affidavit of a Preferred Share loss) for cancellation to be purchased the Payment Agent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash or by certified or cashier's check or money order payable equal to the order of product obtained by multiplying (x) the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the aggregate number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited Certificates by (y) the transfer agent with the depositary agent) applicable Per Share Price, and the Company hereby directs Certificates so surrendered (or the depositary agent subject of an affidavit of loss so provided) will forthwith be cancelled. Notwithstanding anything to comply with all such requeststhe contrary in this Agreement, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered no record holder of such Right Certificate, registered uncertificated Company Shares (other than Excluded Company Shares) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in such name or names as may be designated by order to receive the payment that such holder and (iv) when appropriate, after receipt, promptly deliver such cash is entitled to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property receive pursuant to Section 11.1.3‎2.7 with respect of such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” by the Company will make all arrangements necessary so that Payment Agent (or such other securities, cash and/or other property are available for distribution by the Rights Agentevidence, if any, of transfer as the Payment Agent may reasonably request), will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of Company Shares represented by such holder’s transferred Uncertificated Shares by (2) the applicable Per Share Price, and when appropriatethe transferred Uncertificated Shares will be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the applicable Per Share Price payable upon the surrender of such Certificates and transfer of Uncertificated Shares pursuant to this Section ‎2.9(c). Until so surrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the applicable Per Share Price payable in respect thereof pursuant to Section ‎2.7.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with (a) If the form of election TIGIT Milestone occurs at any time prior to purchase and certification duly executed, accompanied by payment the expiration of the aggregate Purchase Price TIGIT Milestone Period, then, on or prior to the Milestone Payment Date relating thereto, (i) Milan, or a Person nominated by Milan (with written notice thereof from Milan to the Rights Agent), as the case may be, will (A) deliver to the Rights Agent, a certificate (the “TIGIT Milestone Achievement Certificate”) certifying the date of satisfaction of the TIGIT Milestone and that the Holders are entitled to receive the TIGIT Milestone Payment, (B) allot and issue to the Depositary, or as the Depositary directs, the Milan Ordinary Shares underlying the Milan Depositary Shares comprising the TIGIT Milestone Payment, (C) deliver to the Depositary, for the benefit of the Holders, evidence of book-entry shares representing Milan Ordinary Shares underlying the Milan Depositary Shares comprising the TIGIT Milestone Payment and (D) take all steps necessary to ensure that the Milan Ordinary Shares underlying the Milan Depositary Shares comprising the TIGIT Milestone Payment are admitted to trading on AIM and (ii) Milan shall procure that the Depositary shall promptly (and in any event, within ten (10) Business Days) issue and deliver to the Holders, by first-class postage prepaid mail, to the address of each Holder set forth in the CVR Register at such time or by other method of delivery as specified by the applicable Holder in writing to the Rights Agent, the number of whole Milan Depositary Shares equal to the product determined by multiplying (A) the quotient determined by dividing (x) the TIGIT Milestone Payment by (y) the total number of one one-hundredths CVRs registered in the CVR Register at such time, by (B) the number of a Preferred Share CVRs registered to such Holder in the CVR Register at such time. For the avoidance of doubt, each of the requirements of the TIGIT Milestone must be fully satisfied for the TIGIT Milestone to be purchased and an amount equal to any applicable transfer tax required considered to be paid by attained, and (i) Milan shall have no further liability in respect of the holder TIGIT Milestone Payment upon delivery of such Right Certificate the Milan Depositary Shares in accordance with this Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent2.4(a) and the Company hereby directs the depositary agent to comply with all such requests, satisfaction of each of Milan’s obligations set forth in this Section 2.4(a) and (ii) when appropriatethe Holders will not be entitled to, requisition from and Milan will not be liable for, any TIGIT Milestone Payment in the Company the amount event of cash to be paid in lieu any partial satisfaction of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateTIGIT Milestone.

Payment Procedures. Upon receipt Promptly following the Effective Time (and in any event within three Business Days), Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record as of immediately prior to the Effective Time (other than Owned Company Shares and Dissenting Company Shares, as applicable) of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares, as applicable) (the “Certificates” (if any)) (i) a Right Certificate representing exercisable Rightsletter of transmittal in customary form (which will specify that delivery will be effected, with and risk of loss and title to the form of election to purchase and certification duly executedCertificates will pass, accompanied by payment only upon delivery of the aggregate Purchase Price Certificates to the Payment Agent), and (ii) instructions for effecting the surrender of the Certificates in exchange for the total number Per Share Price payable with respect to the shares of one one-hundredths Company Common Stock formerly represented thereby pursuant to Section 2.7. Upon surrender of a Preferred Share Certificates for cancellation to be purchased the Payment Agent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash or by certified or cashier's check or money order payable equal to the order of product obtained by multiplying (x) the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the aggregate number of Preferred Shares to be purchased and the shares of Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares Common Stock represented by such receipts shall be deposited Certificates by (y) the transfer agent with the depositary agent) Per Share Price, and the Company hereby directs Certificates so surrendered will forthwith be cancelled. Notwithstanding anything to the depositary agent to comply with all such requestscontrary in this Agreement, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered no record holder of such Right Certificate, registered uncertificated shares of Company Common Stock (other than Owned Company Shares) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in such name or names as may be designated by order to receive the payment that such holder and (iv) when appropriate, after receipt, promptly deliver such cash is entitled to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property receive pursuant to Section 11.1.32.7 with respect to such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” by the Company will make all arrangements necessary so that Payment Agent (or such other securities, cash and/or other property are available for distribution by the Rights Agentevidence, if any, of transfer as the Payment Agent may reasonably request), will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such xxxxxx’s transferred Uncertificated Shares by (2) the Per Share Price, and when appropriatethe transferred Uncertificated Shares will be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price payable upon the surrender of such Certificates and transfer of Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price without interest thereon, payable in respect thereof pursuant to Section 2.7.

Payment Procedures. Upon receipt of an invoice for Transaction Expenses received after the Distribution, the party receiving the invoice (the "Receiving Party") shall send a Right Certificate representing exercisable Rightscopy of the invoice to the other party. If the invoice relates to Unpaid Pre-Closing Transaction Expenses, the Receiving Party shall be entitled to pay the vendor in accordance with the form terms of election the invoice and receive reimbursement from the other party of one-half of the amount paid within 30 days after receipt by the other party of a written request therefor. If the invoice relates to purchase Post-Closing Transaction Expenses, the Receiving Party shall be entitled to pay the vendor in accordance with the terms of the invoice and certification duly executedreceive reimbursement as described below unless the other party provides a written notice of objection, accompanied the amount disputed and the reasons therefor to 41 47 the Receiving Party within seven days after receipt of the copy thereof (or immediately upon receipt if the invoice is due upon receipt). In the event of such objection, or in the event the Receiving Party objects, the parties shall cooperate and determine how to proceed with respect to such invoice. Notwithstanding the preceding sentence, a party may pay all or a portion of a disputed invoice without cooperating with the other party, but shall not be entitled to reimbursement from the other party with respect to the amount disputed by the other party unless: (i) the parties reach an agreement with respect to the disputed amount; or (ii) the non-paying party acts unreasonably with respect to the payment of the aggregate Purchase Price for the total number such invoice or its objection thereto. For purposes of one onethis Section, a non-hundredths of a Preferred Share paying party shall be deemed to be purchased acting unreasonably if (a) the non-paying party was consulted and agreed in advance to the provision of goods or to engage the service provider, or (b) the invoice is not materially disproportionate to the goods or services provided, and, in both cases, there is no dispute that the goods or services constitute Transaction Expenses. The party paying Transaction Expenses to the vendor shall submit to the other party a request for reimbursement of an amount equal to any applicable transfer tax required to be paid not more than one-half of the payment. Such reimbursement request shall include a duplicate copy of the vendor's invoice and a statement by the holder chief accounting or other responsible officer attesting to the payment of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly invoice. Not later than 30 days after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3a reimbursement request, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by party receiving the Rights Agent, if and when appropriatereimbursement request shall pay the amount requested.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record of (i) a Certificate or Certificates that immediately prior to the Effective Time evidenced outstanding shares of Common Stock (other than Excluded Shares) or (ii) shares of Common Stock (other than Excluded Shares) represented by book-entry (“Book-Entry Shares”), (A) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (B) instructions for use in effecting the surrender of such Certificates or Book-Entry Shares in exchange for the Merger Consideration pursuant to Section 1.07. Upon receipt surrender of such a Right Certificate representing exercisable Rightsor Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with the form a letter of election to purchase and certification transmittal, duly executed, accompanied by payment of and such other customary documents as may be required pursuant to such instructions (collectively, the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by “Transmittal Documents”), the holder of such Right Certificate or Book-Entry Share shall be entitled to receive in accordance with Section 9exchange therefor the Merger Consideration for each share of Common Stock formerly represented by such Certificate or Book-Entry Share, without any interest thereon, less any required withholding of taxes, and the Certificate or Book-Entry Share so surrendered shall thereupon be cancelled. In the event of a transfer of ownership of Common Stock that is not registered in cash or by certified or cashier's check or money order payable to the order transfer records of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to Merger Consideration may be purchased issued and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 this Article II to the transferee of such shares if the Certificate or Book-Entry Share evidencing such shares is presented to the Paying Agent and is properly endorsed and/or otherwise in accordance with Section 11.1.3proper form for transfer. In such event, (iii) promptly after receipt the signature on the Certificate or Book-Entry Share or any related stock power must be properly guaranteed and the Person requesting payment of such certificates the Merger Consideration must either pay any transfer or depositary receipts, cause other taxes required by reason of the same payment to be delivered to or upon the order of a Person other than the registered holder of the Certificate or Book-Entry Share so surrendered or establish to the Surviving Corporation that such Right Certificate, registered in tax has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such name a Certificate or names as Book-Entry Share and the related Transmittal Documents. Cash payments may be designated made by check unless otherwise required by a depositary institution in connection with delivery of Book-Entry Shares. No interest will be payable on any Merger Consideration. Until surrendered in accordance with this Section 2.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Merger Consideration for each share of Common Stock (other than Excluded Shares and any Dissenting Shares) formerly represented by such holder and (iv) when appropriateCertificate or Book-Entry Share. The Payment Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, after receipt, promptly deliver such dividends or other income earned on the investment of cash to or upon held in the order Payment Fund shall be for the account of the registered holder of such Right CertificateSurviving Corporation. In the event that the Company is obligated to issue other securities The Merger Consideration delivered upon surrender of the Company, pay cash and/or distribute other property pursuant Certificates or Book-Entry Shares in accordance with the terms hereof shall be deemed to Section 11.1.3, have been paid in full satisfaction of all rights pertaining to the Company will make all arrangements necessary so that shares represented by such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateCertificates or Book-Entry Shares.

Payment Procedures. Upon receipt Promptly following the Effective Time, Newco and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a Right Certificate representing exercisable Rightscertificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock who is entitled to receive the Per Share Price pursuant to Section 2.7(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Price payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Newco, together with such letter of transmittal, duly completed and validly executed in accordance with the form instructions thereto, and such other documents as may be required by the instructions, the holders of election such Certificates shall be entitled to purchase receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock evidenced by such Certificate, by (y) the Per Share Price (less any applicable withholding taxes payable in respect thereof), without any interest thereon, and certification duly executed, accompanied by payment the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the aggregate Purchase Certificates on the Per Share Price payable upon the surrender of such Certificates pursuant to this Section 2.8. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, to evidence only the right to receive the Per Share Price (less any applicable withholding taxes payable in respect thereof), without interest thereon, payable in respect thereof pursuant to the provisions of this Article II. Promptly following the Effective Time, Newco and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of outstanding shares of Company Common Stock who is entitled to receive the Per Share Price pursuant to Section 2.7(a)(i) represented by book-entry on the records of the Company or the Company’s transfer agent on behalf of the Company: (A) a letter of transmittal in customary form and (B) instructions for use in effecting the surrender of the book-entry shares in exchange for the total number Per Share Price payable in respect thereof pursuant to the provisions of one one-hundredths Article II. Upon return of a Preferred Share duly completed and validly executed letter of transmittal (in accordance with the instructions thereto), and such other documents that may be required by the instructions, the holders of such book-entry shares shall be entitled to be purchased and receive in exchange thereof a check in an amount equal to any applicable transfer tax required to be paid the product obtained by multiplying (x) the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the aggregate number of Preferred Shares to be purchased and the shares of Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated Common Stock held by such holder immediately prior to the Effective Time, and (ivy) when appropriatethe Per Share Price, after receiptless any applicable withholding taxes payable in respect thereof, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatewithout any interest thereon.

Payment Procedures. Upon receipt Promptly following the Effective Time (and in any event within three Business Days), Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record as of immediately prior to the Effective Time (other than Owned Company Shares and Dissenting Company Shares, as applicable) of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares, as applicable) (the “Certificates” (if any)) (i) a Right Certificate representing exercisable Rightsletter of transmittal in customary form (which will specify that delivery will be effected, with and risk of loss and title to the form of election to purchase and certification duly executedCertificates will pass, accompanied by payment only upon delivery of the aggregate Purchase Price Certificates to the Payment Agent), and (ii) instructions for effecting the surrender of the Certificates in exchange for the total number Per Share Price payable with respect to the shares of one one-hundredths Company Common Stock formerly represented thereby pursuant to Section 2.7. Upon surrender of a Preferred Share Certificates for cancellation to be purchased the Payment Agent, together with such letter of transmittal, duly completed and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate validly executed in accordance with Section 9the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash or by certified or cashier's check or money order payable equal to the order of product obtained by multiplying (x) the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the aggregate number of Preferred Shares to be purchased and the shares of Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares Common Stock represented by such receipts shall be deposited Certificates by (y) the transfer agent with the depositary agent) Per Share Price, and the Company hereby directs Certificates so surrendered will forthwith be cancelled. Notwithstanding anything to the depositary agent to comply with all such requestscontrary in this Agreement, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered no record holder of such Right Certificate, registered uncertificated shares of Company Common Stock (other than Owned Company Shares) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in such name or names as may be designated by order to receive the payment that such holder and (iv) when appropriate, after receipt, promptly deliver such cash is entitled to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property receive pursuant to Section 11.1.32.7 with respect of such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” by the Company will make all arrangements necessary so that Payment Agent (or such other securities, cash and/or other property are available for distribution by the Rights Agentevidence, if any, of transfer as the Payment Agent may reasonably request), will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares by (2) the Per Share Price, and when appropriatethe transferred Uncertificated Shares will be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price payable upon the surrender of such Certificates and transfer of Uncertificated Shares pursuant to this Section 2.10(c). Until so surrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price payable in respect thereof pursuant to Section 2.7.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification the certificate duly executed, accompanied by payment payment, with respect to each Right so exercised, of the aggregate Purchase Price for the total number of each one one-hundredths thousandth of a share of Preferred Share Stock to be purchased and an amount equal to the any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company9 hereof, the Rights Agent shall shall, subject to Section 20(j) hereof, thereupon promptly (i)(Ai) (A) requisition from any transfer agent of the Preferred Shares (Stock or make available, if the Rights Agent is the transfer agent) agent for the Preferred Stock, certificates for the number of shares of Preferred Shares Stock to be purchased (and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests), or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent appointed by the Company depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs will direct the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3hereof, (iii) promptly after receipt of such Preferred Stock certificates or depositary receipts, cause the same to be delivered to or or, upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receiptreceipt thereof, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. The payment of the Purchase Price shall be made in cash or by certified bank check or bank draft or money order payable to the order of the Company. In the event that the Company is obligated to issue issues other securities (including Common Stock) of the Company, pay pays cash and/or distribute distributes other property pursuant to Section 11.1.311(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt (a) A payment allocation schedule (the “Payment Allocation Schedule”) listing (i) the Per Share Amount, together with a detailed breakdown thereof and (ii) all of the Shares, all Cashed-Out Warrants (including exercise price, date of issuance and expiration date, and number and class and/or series of Shares for which such Cashed-Out Warrants may be exercised) and Vested Options (including exercise price, date of grant and expiration date, and number and class and/or series of Shares for which such Vested Option may be exercised) held by each Seller, holder of Cashed-Out Warrants, and holder of Vested Options, as applicable, and setting forth the Company’s true, complete, correct and reasonably detailed calculations of each such Person’s (A) aggregate Per Share Amount to be paid in respect of his, her or its Shares (less, in the case of a Right Certificate representing exercisable RightsKey Employee, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required the portion, if any, of such Key Employee’s Key Employee Holdback Amount attributable to his or her Shares), (B) aggregate Per Warrant Amount to be paid in respect of his, her or its Cashed-Out Warrants, (C) aggregate Per Vested Option Amount to be paid in respect of his or her Vested Options (less, in the case of a Key Employee, an amount equal to the portion, if any, of such Key Employee’s Key Employee Holdback Amount attributable to his or her Vested Options), (D) Share-Based Payout Percentage, (E) Warrant-Based Payout Percentage, (F) Vested Option-Based Payout Percentage and (G) in the case of a Key Employee, such Key Employee’s Key Employee Holdback Amount (including the portion of such Key Employee Holdback Amount that is attributable to (x) Shares and (y) Vested Options), shall be delivered by the holder Company (on behalf of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable itself and the Sellers) to Buyer no later than three (3) Business Days prior to the order Closing Date. To the extent any error with respect to a payment or distribution payable pursuant to this Agreement is made as a result of incorrect, incomplete or insufficient information in the Payment Allocation Schedule or otherwise provided by the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from Shareholders’ Representative or any transfer agent of the Preferred Shares (or make availableSellers, if the Rights Agent is the transfer agent) certificates for the number holders of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requestsCashed-Out Warrants, or (B) if holders of Vested Options, then the Company Sellers shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with indemnify and hold harmless Buyer, on a depository agentseveral and not joint basis, requisition from the depositary agent depositary receipts representing interests for any Losses incurred in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriateconnection therewith.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Class A Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Class A Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Class A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Class A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Class A Preferred Share as are to be purchased (in which case certificates for the Class A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths thousandths of a share of Preferred Share Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Shares Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths thousandths of a share of Preferred Share Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 13 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.Right

Payment Procedures. Promptly after the Effective Time (but in no event more than two Business Days thereafter), the Surviving Company shall cause the Paying Agent to mail to each Former Holder (i) a letter of transmittal in form and substance reasonably satisfactory to Parent and Shareholders’ Representative (which shall include, among other things, an executed consent to the appointment of the Shareholders’ Representative, a release in favor of the Company and its Subsidiaries and customary representations and warranties, including with respect to ownership of the Company Common Shares and Options, as applicable, free and clear of all Liens) and (ii) instructions for use in effecting the surrender of the Book-Entry Shares in exchange for payment of such Former Holder’s allocable portion of the Aggregate Merger Consideration. Upon surrender of the Book-Entry Shares, receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid “agent’s message” by the holder Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), together with such Right Certificate letter of transmittal, duly completed and validly executed in accordance with Section 9the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the Former Holder of such Book-Entry Shares shall be entitled to receive in cash or by certified or cashier's check or money order payable exchange therefor, subject to the order any required withholding taxes, such Former Holder’s allocable portion of Aggregate Merger Consideration, without interest, for each Company Common Share surrendered in accordance with this Agreement. If any payment of a Former Holder’s allocable portion of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent Aggregate Merger Consideration is the transfer agent) certificates for the number of Preferred Shares to be purchased made to a Person other than the Person in whose name the surrendered Book-Entry Share in exchange therefor is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Person requesting such payment shall have elected to deposit the total number of Preferred Shares issuable upon exercise paid any transfer and other taxes required by reason of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in payment of such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu Former Holder’s allocable portion of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same Aggregate Merger Consideration to be delivered to or upon the order of a Person other than the registered holder of such Right Certificate, registered in such name Book-Entry Share surrendered or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash shall have established to or upon the order reasonable satisfaction of the registered holder of Surviving Company that such Right Certificatetax either has been paid or is not applicable. In Until surrendered as contemplated by this Section 2.3(b), each Book-Entry Share shall be deemed at any time after the event that Effective Time to represent only the Company is obligated right to issue other securities receive the allocable portion of the CompanyAggregate Merger Consideration attributable to such Book-Entry Share as contemplated by this Article II, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatewithout interest.

Payment Procedures. Upon As promptly as practicable following receipt of a Right Certificate representing exercisable Rights, with by the form of election to purchase and certification duly executed, accompanied by payment Paying Agent of the aggregate Purchase Price for Pro Rata Portions of the total number of one one-hundredths Former Stockholders of a Preferred Share Contingent Payment, if any, pursuant to be purchased and an amount equal Section 9.1(a), the Paying Agent shall pay to each Former Stockholder, by wire transfer of immediately available funds (or by check, as reasonably directed by such person), such person’s Pro Rata Portion of such Contingent Payment. Parent shall have no obligation to any applicable transfer tax required Former Stockholder in respect of such person’s Pro Rata Portion of any Contingent Payment other than the obligation to make payments to the Paying Agent specified in Section 9.1(a) and upon payment by Parent to the Paying Agent of such amounts, all of Parent’s obligations with respect thereto shall be paid satisfied and discharged in full. Each Former Stockholder shall look only to the Paying Agent to receive such person’s Pro Rata Portion of any Contingent Payment pursuant to Section 9.1(a). Promptly following the payment to the Paying Agent by or on behalf of Parent of the aggregate Pro Rata Portions of the Former Stockholders of a Contingent Payment, if any, pursuant to Section 9.1(a), Parent shall, or shall cause the Surviving Corporation or the Paying Agent (as Parent shall determine in its sole discretion) to, deliver to each former holder of a Company Warrant, each former holder of a Vested Company Option and each former holder of a Unit, such Right Certificate in accordance person’s applicable Pro Rata Portion of such Contingent Payment, if any (solely with Section 9, in cash or by certified or cashier's check or money order payable respect to the order shares of Company Capital Stock covered by such Company Warrant, Unvested Company Option or Unit, as the case may be). The right of the CompanyFormer Securityholders to receive their respective Pro Rata Portions of the Contingent Payments shall not be evidenced by any form of certificate or instrument. The right of any Former Securityholder to receive such person’s Pro Rata Portion of any Contingent Payment shall not be assignable or transferable except by will, the Rights Laws of intestacy, other operation of Law or, if such Former Securityholder is a partnership or a limited liability company, to one or more partners or members of such Former Securityholder or to one or more Affiliates of such Former Securityholder, and neither Parent, the Surviving Corporation, the Paying Agent, nor the Stockholders’ Agent shall thereupon promptly (i)(A) requisition from give no effect to any purported assignment or transfer agent made in contravention of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number this sentence. Parent shall have no obligation to any former holder of Preferred Shares to be purchased and the Unvested Company hereby irrevocably authorizes its transfer agent Options other than to comply with all such requests, or (Bthe matters set forth in Section 2.11(c) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatethis Agreement.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a share of Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Series A Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths of a share of Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

Payment Procedures. Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a share of Series A Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's ’s check or money order payable to the order of the Company, the Rights Agent shall shall, subject to Section 20.10 hereunder, thereupon promptly (i)(A) requisition from any transfer agent of the shares of Series A Preferred Shares (or from the Company if there shall be no such transfer agent, or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Series A Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depository depositary agent, requisition from the such depositary agent depositary receipts representing interests in such number of one one-hundredths of a share of Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the such depositary agent to comply with all such requests, ; (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated in writing by such holder and (iv) when appropriatenecessary to comply with this Agreement, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated in writing by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatenecessary to comply with this Agreement.

Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable Notwithstanding anything herein to the order contrary, (A) no amount shall be payable pursuant to this Section 5 unless the Executive’s termination of employment constitutes a “separation from service” within the Companymeaning of Treasury Regulation Section 1.409A-1(h), the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if no portion of the payments and benefits provided under Sections 5(a)(i)(B)-(C) and Section 5(a)(ii) shall be paid or provided unless, on or prior to the 60th day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement substantially in the form attached hereto as Annex A (which waiver and release of claims agreement shall be provided by the Company to the Executive on or prior to the seventh day following termination), such release shall not have been revoked by the Executive (and the applicable revocation period shall have elected expired) prior to deposit the total number of Preferred Shares issuable upon exercise such sixtieth (60th) day, and (C) as of the Rights hereunder with a depository agentfirst date on which the Executive violates any covenant contained in Section 8, requisition from any remaining unpaid portion of the depositary agent depositary receipts representing interests in payments and benefits provided under Sections 5(a)(i)(B)-(C) and Section 5(a)(ii) shall thereupon be forfeited. To the extent that any reimbursement of any expense under this Section 5 or in-kind benefits provided under this Agreement are deemed to constitute taxable compensation to the Executive, such number amounts will be reimbursed or provided no later than December 31 of one one-hundredths of a Preferred Share as are to be purchased (the year following the year in which case certificates the expense was incurred. The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) reimbursement or payment in any subsequent year, and the Company hereby directs the depositary agent Executive’s right to comply with all such requests, (ii) when appropriate, requisition from the Company the amount reimbursement or payment of cash any such expenses will not be subject to be paid in lieu of the issuance of fractional shares in accordance with Section 14 liquidation or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue exchange for any other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatebenefit.

Payment Procedures. Promptly following the Effective Time, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.7 (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent), and/or (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less any applicable withholding taxes payable in respect thereof), and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a Right Certificate representing exercisable Rightsbook-entry transfer of Uncertificated Shares, with the form holders of election such Uncertificated Shares shall be entitled to purchase and certification duly executed, accompanied receive in exchange therefor an amount in cash equal to the product obtained by payment of multiplying (x) the aggregate Purchase Price for the total number of one one-hundredths shares of a Preferred Share Company Common Stock represented by such holder’s transferred Uncertificated Shares that were converted into the right to be purchased and an amount equal receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less any applicable transfer tax required withholding taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to be paid by the holder of such Right Certificate effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 93.8. Until so surrendered, outstanding Certificates and Uncertificated Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, payable in cash or by certified or cashier's check or money order payable respect thereof pursuant to the order provisions of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriatethis Article III.