Common use of Procedure for Payment Clause in Contracts

Procedure for Payment. (i) Immediately after the Effective Time, (A) SSI will furnish to the Exchange Agent a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of SSI Shares equal to the product of (I) that number of SSI Shares referred to in ss. 2(d)(v)(A) above multiplied by (II) the number of outstanding CRA Shares, (B) SSI will cause the Exchange Agent to mail a letter of transmittal for the holder to use in surrendering the certificates which represented his or its CRA Shares in exchange for a certificate representing the number of SSI Shares to which that holder is entitled; PROVIDED, that certificates surrendered for exchange by any Person constituting an "affiliate" of CRA for purposes of Rule 144(c) under the Securities Act shall not be exchanged for certificates representing SSI Shares until SSI shall have received from such Person any documents referred to in ss.6(a) below, if any, requiring delivery or execution by such Person, and (C) SSI shall pay an amount equal to the cash portion of the Merger Consideration per CRA Share times the number of outstanding CRA Shares into an account designated by the Exchange Agent. (ii) SSI will not pay any dividend or make any distribution on SSI Shares (with a record date at or after the Effective Time) to any record holder of outstanding CRA Shares until the holder surrenders for exchange that holder's certificates which represented CRA Shares. SSI instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. SSI may cause the Exchange Agent to invest any cash the Exchange Agent receives from SSI as a dividend or distribution in one or more permitted investments determined by SSI; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CRA Shares as necessary. SSI may cause the Exchange Agent to pay over to SSI any net earnings with respect to the investments, and SSI will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding CRA Shares be entitled to any interest or earnings on the dividend or distribution pending surrender for exchange of his or its certificates which represent CRA Shares. (iii) SSI may cause the Exchange Agent to return any SSI Shares and dividends and distributions thereon remaining unclaimed 90 days after the Effective Time, and thereafter each remaining record holder of outstanding CRA Shares shall be entitled to look to SSI (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to SSI Shares and dividends and distributions thereon to which that record holder is entitled upon surrendering its certificates. (iv) SSI and CRA shall share equally all charges and expenses of the Exchange Agent.

Procedure for Payment. (i) Immediately after the Effective Time, (A) SSI the Acquiror will furnish to ChaseMellon Shareholder Services (the "Exchange Agent Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of SSI Acquiror Shares equal to the product of (I) that number of SSI Shares referred to in ss. 2(d)(v)(A) above multiplied by the Share Consideration times (II) the number of outstanding CRA Target Shares (other than any Dissenting Shares and Acquiror-owned Shares) and cash in the amount equal to the product of (III) the Cash Consideration (if any) times (IV) the number of outstanding Target Shares (other than any Dissenting Shares and Acquiror-owned Shares), and (B) SSI the Acquiror will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in customary form reflecting the terms of the Merger to each record holder of outstanding Target Shares for the holder to use in surrendering the certificates which represented his or its CRA Target Shares in exchange for a certificate representing the number of SSI Acquiror Shares and a check for the amount of cash (if any) to which that holder he or it is entitled; PROVIDED, that certificates surrendered for exchange plus cash in lieu of fractional shares (if any). Certificates representing securities held by any Person constituting an "affiliate" Affiliate of CRA for purposes of Rule 144(c) under the Securities Act Target shall not be exchanged for certificates representing SSI Shares until SSI shall have the Acquiror has received an agreement from such Person any documents referred to Affiliate in ss.6(a) below, if any, requiring delivery or execution by such Person, and (C) SSI shall pay an amount equal to the cash portion form of the Merger Consideration per CRA Share times the number of outstanding CRA Shares into an account designated by the Exchange AgentExhibit B hereto. (ii) SSI The Acquiror will not pay any dividend or make any distribution on SSI Acquiror Shares (with a record date at or after the Effective Time) to any record holder of outstanding CRA Target Shares until the holder surrenders for exchange that holder's his or its certificates which represented CRA Target Shares. SSI The Acquiror instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. SSI The Acquiror may cause the Exchange Agent to invest any cash the Exchange Agent receives from SSI the Acquiror as a dividend or distribution in one or more of the permitted investments determined designated by SSIthe Acquiror; PROVIDEDprovided, HOWEVERhowever, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CRA Target Shares as necessary. SSI The Acquiror may cause the Exchange Agent to pay over to SSI the Acquiror any net earnings with respect to the investments, and SSI the Acquiror will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding CRA Target Shares be entitled to any interest or earnings on the dividend or distribution pending surrender for exchange of his or its certificates which represent CRA Sharesreceipt. (iii) SSI No fractional shares shall be issuable by the Acquiror pursuant hereto. In lieu of issuing fractional shares, a cash adjustment will be paid equal to the fraction of one Acquiror Share that would otherwise be issuable, multiplied by the Average Price. (iv) The Acquiror may cause the Exchange Agent to return any SSI Acquiror Shares and dividends and distributions thereon and any cash remaining unclaimed 90 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CRA Target Shares shall be entitled to look to SSI the Acquiror (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to SSI the Acquiror Shares and dividends and distributions thereon and any cash to which that record holder he or it is entitled upon surrendering surrender of his or its certificates. (ivv) SSI Notwithstanding anything in this Agreement to the contrary, Target Shares that are Dissenting Shares immediately prior to the Effective Time shall not be converted into Acquiror Shares and CRA cash (if any) pursuant to the Merger, and the holders of such Dissenting Shares shall share equally be entitled to receive payment of the fair value of their Dissenting Shares in accordance with the provisions of the Washington Business Corporation Act; unless and until such holders shall fail to perfect, lose, or withdraw their rights thereunder. If, after the Effective Time, any holder of Dissenting Shares shall fail to perfect, lose or withdraw his or its right to be paid fair value, then such Dissenting Shares no longer shall be deemed to be Dissenting Shares, and shall be treated as if they had been converted at the Effective Time into the right to receive the consideration being paid for Target Shares in the Merger, without any interest, and the Acquiror shall take all necessary action to effect the exchange of Acquiror Shares and cash (if any) for the Target Shares. The Target shall give the Acquiror prompt written notice of any demands for payment of fair value for any Target Shares, and the Acquiror shall have the right to participate in all negotiations or proceedings with respect to such demands. Without the prior written consent of the Acquiror, the Target shall not settle, offer to settle or make any payment with respect to any such demands. (vi) The Acquiror shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (i) At the Closing, AAC will cause to be furnished to the Exchange Agent a corpus (the "Exchange Fund") consisting of cash sufficient in the aggregate for the Exchange Agent to make full payment of the cash portion of the Merger Consideration to the holders of all of the issued and outstanding shares of Company Common Stock (other than any Dissenting Shares and AAC-owned Shares). Immediately after the Effective Time, (A) SSI will furnish to the Exchange Agent a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of SSI Shares equal to the product of (I) that number of SSI Shares referred to in ss. 2(d)(v)(A) above multiplied by (II) the number of outstanding CRA Shares, (B) SSI Company will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) to each record holder of issued and outstanding shares of Company Common Stock who did not make a timely and valid Stock Election in order to permit the Exchange Agent to pay such record holder the cash portion of the Merger Consideration. No interest will accrue or be paid to the holder of any issued and outstanding shares of Company Common Stock. (ii) If any portion of the Merger Consideration is to use in surrendering be paid to a Person other than the registered holder of the shares represented by the certificate or certificates which represented his or its CRA Shares surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required as a certificate result of such payment to a Person other than the registered holder of such shares or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (iii) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock. If, after the Effective Time, certificates representing shares of Company Common Stock are presented to the number of SSI Shares to which that holder is entitled; PROVIDEDSurviving Corporation, that certificates surrendered for exchange by any Person constituting an "affiliate" of CRA for purposes of Rule 144(c) under the Securities Act they shall not be canceled and exchanged for certificates representing SSI Shares until SSI shall have received from such Person any documents referred to in ss.6(a) below, if any, requiring delivery or execution by such Person, and (C) SSI shall pay an amount equal to the cash portion of the Merger Consideration per CRA Share times provided for in accordance with the number of outstanding CRA Shares into an account designated by the Exchange Agentprocedures set forth herein. (iiiv) SSI will not pay any dividend or make any distribution on SSI Shares (with a record date at or after Any portion of the Effective Time) to any record holder of outstanding CRA Shares until the holder surrenders for exchange that holder's certificates which represented CRA Shares. SSI instead will pay the dividend or make the distribution Merger Consideration made available to the Exchange Agent in trust to pay for the benefit shares of the holder pending surrender and exchange. SSI may cause the Exchange Agent to invest any cash the Exchange Agent receives from SSI as a dividend or distribution in one or more permitted investments determined by SSI; PROVIDED, HOWEVER, that the terms and conditions of the investments Company Common Stock for which appraisal rights have been perfected shall be such as to permit the Exchange Agent to make prompt payments of cash paid to the holders of outstanding CRA Shares as necessary. SSI Surviving Corporation, upon demand. (v) The Surviving Corporation may cause the Exchange Agent to pay over to SSI the Surviving Corporation any net earnings with respect to the investments, and SSI will replace promptly any cash which portion of the Exchange Agent loses through investments. In no event, however, will Fund (including any holder of outstanding CRA Shares be entitled to any interest or earnings on the dividend or distribution pending surrender for exchange of his or its certificates which represent CRA Shares. (iiithereon) SSI may cause the Exchange Agent to return any SSI Shares and dividends and distributions thereon remaining unclaimed 90 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CRA Shares Company Stockholder shall be entitled to look only to SSI the Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to SSI Shares the cash payable upon surrender of such Company Stockholder's certificates. To the extent permitted by applicable law, neither the Surviving Corporation nor the Exchange Agent shall be liable to any Person in respect of any shares of Company Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by holders of shares of Company Common Stock two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Body) shall, to the extent permitted by applicable law, become the property of Surviving Corporation free and dividends and distributions thereon to which that record holder is clear of any claims or interest of any Person previously entitled upon surrendering its certificatesthereto. (ivvi) SSI No dividends or other distributions with respect to Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of Company Common Stock represented thereby, and CRA no cash payment in lieu of fractional shares shall share equally be paid to any such holder pursuant to ss.2(i) until the surrender of such certificate in accordance with this Article 2. Subject to the effect of applicable laws, following surrender of any such certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange therefor, without interest, (A) the amount of dividends and other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Company Common Stock. (vii) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Company or the Surviving Corporation, as the case may be, provided that such investment shall be in (A) securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality thereof having maturities not more than six months from the Effective Time of the Merger, (B) certificates of deposit, Eurodollar time deposits and bankers' acceptances with maturities not exceeding six months and overnight bank deposits with any commercial bank, depository institution or trust company incorporated or doing business under the laws of the United States of America, any state thereof or the District of Columbia, provided that such commercial bank, depository institution or trust company has, at the time of investment, (1) capital and surplus exceeding $250 million and (2) outstanding short-term debt securities which are rated at least A-1 by Standard & Poor's Ratings Group, a Division of the ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or at least P-1 by ▇▇▇▇▇'▇ Investors Service, Inc. or carry an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease to publish ratings of investment, (C) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (A) and (B) above entered into with any financial institution meeting the qualifications specified in clause (B) above, (D) commercial paper having a rating in the highest rating categories from Standard & Poor's Ratings Group, a Division of the ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇'▇ Investors Service, Inc., or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease to publish ratings of investments and in each case maturing within six months of the Effective Time and (E) money market mutual or similar funds having assets in excess of $1 billion. Any interest and other income resulting from such investments shall be paid to the Company or the Surviving Corporation, as the case may be. (viii) The Surviving Corporation shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (i) Immediately after the Effective Time, (A) SSI PNSO will furnish to Nevada Agency & Trust Company, 5▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ (the Exchange Agent "EXCHANGE AGENT") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of SSI PNSO Shares equal to the product of (I) that number of SSI Shares referred to in ss. 2(d)(v)(A) above multiplied by the Conversion Ratio TIMES (II) the number of outstanding CRA Visijet Shares (other than any Dissenting Shares and PNSO-owned Shares, ) and (B) SSI PNSO will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit C to each record holder of outstanding Visijet Shares for the holder to use in surrendering the certificates which represented his or its CRA Visijet Shares in exchange for a certificate representing the number of SSI PNSO Shares to which that holder he or it is entitled; PROVIDED, that certificates surrendered for exchange by any Person constituting an "affiliate" of CRA for purposes of Rule 144(c) under the Securities Act shall not be exchanged for certificates representing SSI Shares until SSI shall have received from such Person any documents referred to in ss.6(a) below, if any, requiring delivery or execution by such Person, and (C) SSI shall pay an amount equal to the cash portion of the Merger Consideration per CRA Share times the number of outstanding CRA Shares into an account designated by the Exchange Agent. (ii) SSI PNSO will not pay any dividend or make any distribution on SSI PNSO Shares (with a record date at or after the Effective Time) to any record holder of outstanding CRA Visijet Shares until the holder surrenders for exchange that holder's his or its certificates which represented CRA Visijet Shares. SSI PNSO instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. SSI PNSO may cause the Exchange Agent to invest any cash the Exchange Agent receives from SSI PNSO as a dividend or distribution in one or more of the permitted investments determined by SSIset forth on Exhibit D attached hereto; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CRA Visijet Shares as necessary. SSI PNSO may cause the Exchange Agent to pay over to SSI PNSO any net earnings with respect to the investments, and SSI PNSO will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding CRA Visijet Shares be entitled to any interest or earnings on the dividend or distribution pending surrender for exchange of his or its certificates which represent CRA Sharesreceipt. (iii) SSI PNSO may cause the Exchange Agent to return any SSI PNSO Shares and dividends and distributions thereon remaining unclaimed 90 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CRA Visijet Shares shall be entitled to look to SSI PNSO (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to SSI PNSO Shares and dividends and distributions thereon to which that record holder he or it is entitled upon surrendering surrender of his or its certificates. (iv) SSI and CRA Visijet shall share equally pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (i) Immediately after the Effective Time, (A) SSI the Acquiror will furnish to ChaseMellon Shareholder Services (the Exchange Agent "EXCHANGE AGENT") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of SSI Acquiror Shares equal to the product of (I) that number of SSI Shares referred to in ss. 2(d)(v)(A) above multiplied by the Share Consideration TIMES (II) the number of outstanding CRA Target Shares (other than any Dissenting Shares and Acquiror-owned Shares) and cash in the amount equal to the product of (III) the Cash Consideration (if any) times (IV) the number of outstanding Target Shares (other than any Dissenting Shares and Acquiror-owned Shares), and (B) SSI the Acquiror will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in customary form reflecting the terms of the Merger to each record holder of outstanding Target Shares for the holder to use in surrendering the certificates which represented his or its CRA Target Shares in exchange for a certificate representing the number of SSI Acquiror Shares and a check for the amount of cash (if any) to which that holder he or it is entitled; PROVIDED, that certificates surrendered for exchange plus cash in lieu of fractional shares (if any). Certificates representing securities held by any Person constituting an "affiliate" Affiliate of CRA for purposes of Rule 144(c) under the Securities Act Target shall not be exchanged for certificates representing SSI Shares until SSI shall have the Acquiror has received an agreement from such Person any documents referred to Affiliate in ss.6(a) below, if any, requiring delivery or execution by such Person, and (C) SSI shall pay an amount equal to the cash portion form of the Merger Consideration per CRA Share times the number of outstanding CRA Shares into an account designated by the Exchange AgentEXHIBIT B hereto. (ii) SSI The Acquiror will not pay any dividend or make any distribution on SSI Acquiror Shares (with a record date at or after the Effective Time) to any record holder of outstanding CRA Target Shares until the holder surrenders for exchange that holder's his or its certificates which represented CRA Target Shares. SSI The Acquiror instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. SSI The Acquiror may cause the Exchange Agent to invest any cash the Exchange Agent receives from SSI the Acquiror as a dividend or distribution in one or more of the permitted investments determined designated by SSIthe Acquiror ; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CRA Target Shares as necessary. SSI The Acquiror may cause the Exchange Agent to pay over to SSI the Acquiror any net earnings with respect to the investments, and SSI the Acquiror will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding CRA Target Shares be entitled to any interest or earnings on the dividend or distribution pending surrender for exchange of his or its certificates which represent CRA Sharesreceipt. (iii) SSI No fractional shares shall be issuable by the Acquiror pursuant hereto. In lieu of issuing fractional shares, a cash adjustment will be paid equal to the fraction of one Acquiror Share that would otherwise be issuable, multiplied by the Average Price. (iv) The Acquiror may cause the Exchange Agent to return any SSI Acquiror Shares and dividends and distributions thereon and any cash remaining unclaimed 90 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CRA Target Shares shall be entitled to look to SSI the Acquiror (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to SSI the Acquiror Shares and dividends and distributions thereon and any cash to which that record holder he or it is entitled upon surrendering surrender of his or its certificates. (ivv) SSI Notwithstanding anything in this Agreement to the contrary, Target Shares that are Dissenting Shares immediately prior to the Effective Time shall not be converted into Acquiror Shares and CRA cash (if any) pursuant to the Merger, and the holders of such Dissenting Shares shall share equally be entitled to receive payment of the fair value of their Dissenting Shares in accordance with the provisions of the Washington Business Corporation Act; unless and until such holders shall fail to perfect, lose, or withdraw their rights thereunder. If, after the Effective Time, any holder of Dissenting Shares shall fail to perfect, lose or withdraw his or its right to be paid fair value, then such Dissenting Shares no longer shall be deemed to be Dissenting Shares, and shall be treated as if they had been converted at the Effective Time into the right to receive the consideration being paid for Target Shares in the Merger, without any interest, and the Acquiror shall take all necessary action to effect the exchange of Acquiror Shares and cash (if any) for the Target Shares. The Target shall give the Acquiror prompt written notice of any demands for payment of fair value for any Target Shares, and the Acquiror shall have the right to participate in all negotiations or proceedings with respect to such demands. Without the prior written consent of the Acquiror, the Target shall not settle, offer to settle or make any payment with respect to any such demands. (vi) The Acquiror shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (i) Immediately after The parties agree that U.S. Bank, N.A. or another exchange agent acceptable to Parent and the Effective TimeCompany (the “Exchange Agent”) shall act as exchange agent with respect to the Transactions contemplated by this Agreement pursuant to the terms and conditions of an exchange agent agreement by and among the Company, the Stockholder Representative, the Parent, and the Exchange Agent, in the form to be mutually agreed upon (the “Exchange Agent Agreement”), which shall be entered into by the parties thereto on the Closing Date. (ii) At the Closing, (A) SSI Parent will furnish deposit, or cause to be deposited with the Exchange Agent a stock certificate (issued in cash an amount sufficient in the name of aggregate for the Exchange Agent or its nominee) representing that number to make full payment of SSI Shares equal the amounts in cash due to the product holders of all of the outstanding Company Shares (Iother than any Dissenting Shares and Parent-owned Shares) that number of SSI Shares referred and Company Warrants at Closing (B) Parent will deposit, or cause to in ss. 2(d)(v)(A) above multiplied by (II) be deposited, with the Exchange Agent stock certificates representing the number of shares of Parent Common Stock sufficient in the aggregate for the Exchange Agent to make full payment of the amounts in shares of Parent Common Stock due to the holders of the outstanding CRA Company Shares (other than any Dissenting Shares and Parent-owned Shares, ) and Company Warrants at Closing (the cash and shares deposited with the Exchange Agent in accordance with clauses (A) and (B) SSI above, the “Payment Fund”) and (C) Parent will cause the Exchange Agent to mail (1) a letter of transmittal (with instructions for its use) in the form reasonably acceptable to the Parties to each record holder of outstanding Company Shares for the holder to use in surrendering the certificates which that represented his his, her, or its CRA Company Shares against payment of the amount due such holder and (2) a letter of transmittal (with instructions for its use) in the form reasonably acceptable to the Parties to each record holder of outstanding Company Warrants for the holder to use in surrendering the instruments that represented his, her or its Company Warrants against payment of the amount due such holder. Upon surrender of original certificates by a holder representing his, her, or its Company Shares for cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8), the holders of such certificates shall be entitled to receive in exchange for therefor a certificate check or wire transfer in the amount of U.S. dollars representing the number of SSI Shares to which that holder is entitled; PROVIDED, that certificates surrendered for exchange by any Person constituting an "affiliate" of CRA for purposes of Rule 144(c) under the Securities Act shall not be exchanged for certificates representing SSI Shares until SSI shall have received from such Person any documents referred to in ss.6(a) below, if any, requiring delivery or execution by such Person, and (C) SSI shall pay an amount equal to the cash applicable portion of the Merger Consideration per CRA Share times that such holders have the number right to receive pursuant to Section 2(e)(vi) (subject to any applicable withholding Tax as specified in Section 2(n), and the certificates so surrendered shall forthwith be cancelled. No interest will accrue or be paid to the holder of any outstanding CRA Shares into an account designated by the Exchange AgentCompany Shares. (iiiii) SSI will not The Exchange Agent shall hold the cash in the Payment Fund in trust and pay any dividend or make any distribution on SSI Shares (out such cash in accordance with a record date at or after this Section 2. Any interest produced by cash deposited into the Effective Time) to any record holder of outstanding CRA Shares until the holder surrenders for exchange that holder's certificates which represented CRA Shares. SSI instead will pay the dividend or make the distribution Payment Fund shall be payable to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. SSI may cause the Exchange Agent to invest any cash the Exchange Agent receives from SSI Surviving Corporation or Parent, as a dividend or distribution in one or more permitted investments determined directed by SSI; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CRA Shares as necessary. SSI Parent. (iv) Parent may cause the Exchange Agent to pay over to SSI Surviving Corporation any net earnings with respect to portion of the investments, and SSI will replace promptly any cash which Payment Fund remaining five (5) Business Days after the Exchange Agent loses through investments. In no event, however, will any holder first anniversary of outstanding CRA Shares be entitled to any interest or earnings on the dividend or distribution pending surrender for exchange of his or its certificates which represent CRA Shares. (iii) SSI may cause the Exchange Agent to return any SSI Shares and dividends and distributions thereon remaining unclaimed 90 days after the Effective Time, and thereafter each remaining record holder of outstanding CRA Shares all former stockholders shall be entitled to look to SSI Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor creditors thereof with respect to SSI Shares and dividends and distributions thereon to which that record holder is entitled the cash upon surrendering its surrender of their certificates. (ivv) SSI Parent shall pay, or cause Surviving Corporation to pay, 50% of all charges and CRA expenses of the Exchange Agent and the Company shall share equally pay 50% of all charges and expenses of the Exchange Agent, with the Company’s payment being paid out of the Reserve Fund.