Common use of Procedure for Exchange Clause in Contracts

Procedure for Exchange. Immediately following the Effective Time, Parent shall deliver to the Stockholder, other than Parent or any subsidiary of Parent, of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (each, an "Old Certificate") a certificate (a "New Certificate") representing that number of Merger Shares (other than the Escrow Shares) which such holder has the right to receive pursuant to Article II, Section 1(c)(i) with respect to such Old Certificate against receipt by Parent of (i) such Old Certificate for cancellation and (ii) an executed letter of transmittal, and the Old Certificate so surrendered shall forthwith be canceled (the certificates representing the Escrow Shares having therefore been deposited on behalf of the Stockholder into escrow as contemplated by Article II, Section 2(b). In the event of a transfer of ownership of shares of Company Common Stock which is not registered on the transfer records of the Company, a New Certificate representing the proper number of shares of Parent Preferred Stock may be issued to a transferee if the Old Certificate representing such Company Common Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by Article II, Section 2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender, New Certificates representing Merger Shares (other than the Escrow Shares) as contemplated by Article II, Section 1(c)(i), without interest. All Escrow Shares shall be held by, and distributed in accordance with, the terms and provisions of the Escrow Agreement.

Procedure for Exchange. Immediately following Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent") to act in such capacity in connection with the Merger. As of the Effective Time, Parent shall deliver deposit with the Exchange Agent, for the benefit of the holders (the "Shareholders") of shares of Company Common Stock, for exchange in accordance with this Article II and the Plan of Merger certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter collectively referred to as the Stockholder"Exchange Fund"). As soon as practicable after the Effective Time, other than Parent or any subsidiary the Exchange Agent shall mail to each holder of Parent, record of a certificate or certificates which immediately prior to before the Effective Time represented issued and outstanding shares of Company Common Stock (eachcollectively, an the "Old CertificateCertificates"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a certificate (a "New Certificate") representing that number of Merger Shares (other than the Escrow Shares) whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II, Section 1(c)(i) with respect to such Old Certificate against receipt by Parent II and the Plan of (i) such Old Certificate for cancellation and (ii) an executed letter of transmittalMerger, and the Old Certificate so surrendered shall forthwith be canceled (the certificates representing the Escrow Shares having therefore been deposited on behalf of the Stockholder into escrow as contemplated by Article II, Section 2(b)cancelled. In the event of a transfer of ownership of shares of Company Common Stock which is are not registered on the transfer records of the Company, it shall be a New Certificate representing condition of the proper number of shares of Parent Preferred Stock may be issued to a transferee if exchange thereof that the Old Certificate representing such Company Common Stock is presented to Parent, the Exchange Agent properly endorsed and otherwise in proper form for transfer and accompanied by all documents required to evidence and effect affect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by Article II, this Section 22.2(a) and the Plan of Merger, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender, New Certificates surrender (x) the certificate representing Merger Shares shares of Parent Common Stock and (other than the Escrow Sharesy) cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock as contemplated by this Article II, Section 1(c)(i), without interest. All Escrow Shares shall be held by, II and distributed in accordance with, the terms and provisions Plan of the Escrow AgreementMerger.

Procedure for Exchange. Immediately following Following the Effective Time, Parent shall deliver to the Stockholdereach holder of record, other than the Company and Parent or any subsidiary of the Parent, of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (each, an a "Old CertificateCOMPANY CERTIFICATE") ), a certificate (a "New CertificatePARENT CERTIFICATE") representing that number of Merger Shares (other than the Escrow Shares) which that such holder has the right to receive pursuant to Article II, Section 1(c)(i2.1(b)(iv) with respect to such Old Certificate Company Certificate, against receipt by Parent of (i) such Old Company Certificate for cancellation and cancellation, (ii) an executed letter of transmittal, (iii) an executed stockholder investment representation letter in the form attached hereto as EXHIBIT B (each, a "STOCKHOLDER INVESTMENT REPRESENTATION LETTER") and (iv) a duly executed stock power to be delivered to the transfer agent, and the Old Company Certificate so surrendered shall forthwith be canceled (the certificates representing the Escrow Shares having therefore been deposited on behalf of the Stockholder into escrow as contemplated by Article II, Section 2(b)cancelled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered on the transfer records of the Company, a New Parent Certificate representing the proper number of shares of Parent Preferred Stock Merger Shares may be issued to a transferee if the Old Company Certificate representing such Company Common Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by Article II, this Section 22.2(a), each Old Company Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender, New Parent Certificates representing Merger Shares (other than the Escrow Shares) as contemplated by Article II, Section 1(c)(i2.1(b)(iv), without interest. All Escrow Shares shall be held by, and distributed in accordance with, the terms and provisions of the Escrow Agreement.

Procedure for Exchange. Immediately following As soon as practicable after the Effective Time, counsel for Parent (the ?Exchange Agent?) shall mail or deliver to the Stockholder, other than Parent or any subsidiary each holder of Parent, record of a certificate or certificates which immediately prior to before the Effective Time represented issued and outstanding shares of Company Common Stock (eachcollectively, an "the ?Old Certificate"Certificates?): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of Old Certificates in exchange for the Merger Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a certificate (a "New Certificate") representing that number of Merger Shares (other than whole shares of Parent Common Stock representing the Escrow Shares) Stock Consideration and a check payable to such holder for the Cash Consideration which such holder has the right to receive pursuant to the provisions of this Article II, Section 1(c)(i) with respect to such Old Certificate against receipt by Parent of (i) such Old Certificate for cancellation and (ii) an executed letter of transmittal, and the Old Certificate so surrendered shall forthwith be canceled (the certificates representing the Escrow Shares having therefore been deposited on behalf of the Stockholder into escrow as contemplated by Article II, Section 2(b)cancelled. In the event of a transfer of ownership of shares of Company Common Stock which is are not registered on the transfer records of the Company, it shall be a New Certificate representing condition of the proper number of shares of Parent Preferred Stock may be issued to a transferee if exchange thereof that the Old Certificate representing such Company Common Stock is presented to Parent, the Exchange Agent properly endorsed and otherwise in proper form for transfer and accompanied by all documents required to evidence and effect affect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by Article II, this Section 22.2(a), each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender, New Certificates surrender (x) the certificate representing Merger Shares (other than the Escrow Shares) as contemplated by Article II, Section 1(c)(i), without interest. All Escrow Shares shall be held by, and distributed full shares of Parent Common Stock in accordance with, the terms and provisions respect of the Escrow AgreementStock Compensation; (y) cash in lieu of fractional shares of Parent Common Stock in respect of the Stock Compensation (as hereinafter provided) and (z) the Cash Consideration per share in the amount provided for in Section 2.1(d)(i) above.

Procedure for Exchange. Immediately following the Effective Time, Parent shall deliver to the Stockholder, other than Parent or any subsidiary each holder of Parent, record of a certificate or certificates (each, an "Old Certificate") which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock certificates (each, an "Old Certificate") a certificate (a "New CertificateCertificates") representing that number of Merger Shares (other than the Escrow Escrowed Shares) which such holder has the right to receive pursuant to Article II, Section 1(c)(i2.1(d)(i) with respect to such Old Certificate against receipt by Parent of (i) such Old Certificate for cancellation and (ii) an executed letter of transmittal, and the Old Certificate so surrendered shall forthwith be canceled cancelled (the certificates representing the Escrow Escrowed Shares having therefore concurrently been deposited on behalf of the Stockholder Stockholders into escrow as contemplated by Article II, Section 2(b2.2(b) hereof). In the event of a transfer of ownership of shares of Company Common Stock which is not registered on the transfer records of the Company, a New Certificate Certificates representing the proper number of shares of Parent Preferred Common Stock may be issued to a transferee if the Old Certificate representing such Company Common Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by Article II, this Section 22.2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender, surrender New Certificates representing the Merger Shares (other than the Escrow Escrowed Shares) as contemplated by Article IISection 2.1(d)(i), Section 1(c)(i)and such Stockholders portion of the Per Share Cash Payment, without interest, as contemplated by Section 2(d)(ii). All Escrow Escrowed Shares shall be held by, and distributed in accordance with, the terms and provisions of the Escrow Agreement.

Procedure for Exchange. Immediately following the Effective Time, Parent shall deliver to the Stockholder, other than Parent or any subsidiary of Parent, of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (each, an "Old Certificate") a certificate (a "New Certificate") representing that number of Merger Shares (other than the Escrow Shares) which such holder has the right to receive pursuant to Article II, Section 1(c)(i2.1(c)(i) with respect to such Old Certificate against receipt by Parent of (i) such Old Certificate for cancellation and (ii) an executed letter of transmittal, and the Old Certificate so surrendered shall forthwith be canceled (the certificates representing the Escrow Shares having therefore been deposited on behalf of the Stockholder into escrow as contemplated by Article II, Section 2(b2.2(b) hereof). In the event of a transfer of ownership of shares of Company Common Stock which is not registered on the transfer records of the Company, a New Certificate representing the proper number of shares of Parent Preferred Stock may be issued to a transferee if the Old Certificate representing such Company Common Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by Article II, this Section 22.2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender, New Certificates representing Merger Shares (other than the Escrow Shares) as contemplated by Article II, Section 1(c)(i2.1(c)(i), without interest. All Escrow Shares shall be held by, and distributed in accordance with, the terms and provisions of the Escrow Agreement.

Procedure for Exchange. Immediately following the Effective Time, Parent Purchaser shall deliver to the Stockholdereach holder of record, other than Parent the Company or any subsidiary of Parentthe Company and Purchaser or any subsidiary of Purchaser, of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (each, an "Old Certificate") a certificate (a "New Certificate") representing that number of Merger Shares (other than the Escrow Shares) which such holder has the right to receive receive, if any, pursuant to Article II, Section 1(c)(i2.1(c)(i) with respect to such Old Certificate against receipt by Parent Purchaser of (i) such Old Certificate for cancellation and (ii) an executed letter of transmittal, and the Old Certificate so surrendered shall forthwith be canceled (the certificates representing the Escrow Shares having therefore theretofore been deposited on behalf of the Stockholder into escrow as contemplated by Article II, Section 2(b2.2(a) hereof). In the event of a transfer of ownership of shares of Company Common Stock which is not registered on the transfer records of the Company, a New Certificate representing the proper number of shares of Parent Preferred Purchaser Common Stock may be issued to a transferee if the Old Certificate representing such Company Common Stock is presented to ParentPurchaser, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by Article II, this Section 22.2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender, New Certificates representing Merger Shares (other than the Escrow Shares) as contemplated by Article II, Section 1(c)(i2.1(c)(i), without interest. All Escrow Shares shall be held by, and distributed in accordance with, the terms and provisions of the Escrow Agreement.