Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. (i) After the Effective Time, and (A) upon surrender to the Exchange Agent of Company Shares (other than Excluded Shares) that are Certificates, by physical surrender of such Certificates (or affidavit of lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 4.2(h)) in accordance with the terms of the letter of transmittal and accompanying instructions, (B) upon the transfer of Company Shares (other than Excluded Shares) that are Book Entry Company Shares not held through DTC, in accordance with the terms of the letter of transmittal and accompanying instructions (including the delivery of any other documents the Exchange Agent may reasonably require), or (C) upon the transfer of Company Shares (other than Excluded Shares) that are Book Entry Company Shares held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s customary procedures and such other procedures as agreed by Parent, the Exchange Agent and DTC, the holder of such Company Shares shall be entitled to receive in exchange therefor, and Parent and the Surviving Corporation shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (1) the aggregate amount of Cash Consideration such holder is entitled to receive pursuant to Section 4.1(a), (2) the number of Certificates of Parent Shares or Book Entry Parent Shares representing, in the aggregate, the whole number of shares that such holder has a right to receive pursuant to Section 4.1(a), (3) any dividends or other distributions payable pursuant to Section 4.1(a)(C) or Section 4.2(d), and (4) any cash in lieu of fractional Parent Shares payable pursuant to Section 4.2(f), if applicable. (ii) In the event of a transfer of ownership of Company Shares that are not registered in the transfer records of the Company, the Exchange Agent may make payment of the proper amount of Merger Consideration to such transferee if (A) in the case of Book Entry Company Shares, written instructions authorizing the transfer of the Book Entry Company Shares are presented to the Exchange Agent, (B) in the case of Certificates, the Certificates formerly representing such Company Shares are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Exchange Agent. If any Parent Shares are to be delivered to a Person other than the holder in whose name any Company Shares are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Parent Shares to a Person other than the registered holder of any Company Shares, or shall establish to the satisfaction of Parent and the Exchange Agent that such Tax has been paid or is not applicable. (iii) No interest shall be paid or accrue on any cash payable upon surrender of the Company Shares. Any Certificate that has been surrendered shall be cancelled by the Exchange Agent.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within three Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Eligible Shares that are (i) After Certificates or (ii) Book-Entry Shares notice advising such holders of the Effective Timeeffectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transfer of the Book-Entry Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent specifies with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (AB) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transferring the Book-Entry Shares to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Shares, Parent and the Company shall cooperate to establish procedures with the Exchange Agent and the holders of Book-Entry Shares to ensure that the Exchange Agent will transmit to such holder or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Shares held of record by such holder or its nominees in accordance with customary surrender procedures, the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement. (b) Upon surrender to the Exchange Agent of Company Eligible Shares (other than Excluded Shares) that are Certificates, by physical surrender of such Certificates Certificate (or affidavit of lost, stolen or destroyed Certificate loss in lieu of a Certificate, as provided in Section 4.2(h)3.7) or that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in accordance connection with the terms of the letter of transmittal and accompanying instructions, (B) upon the transfer of Company Shares (other than Excluded Book-Entry Shares) that are Book Entry Company Shares not held through DTC, in accordance with the terms of the letter Letter of transmittal Transmittal and accompanying instructions (including the delivery of any other documents the Exchange Agent may reasonably require)or, or (C) upon the transfer of Company Shares (other than Excluded with respect to Book-Entry Shares) that are Book Entry Company Shares held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s customary procedures and such other procedures as agreed by Parentthe Company, Parent and the Exchange Agent and DTCAgent, the holder of such Company Shares Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent and the Surviving Corporation shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, therefor (1i) the aggregate amount that number of Cash Consideration whole ADSs that such holder is entitled to receive pursuant to Section 4.1(a), (2) the number of Certificates of Parent Shares or Book Entry Parent Shares representing, in the aggregate, the whole number of shares that such holder has a right to receive pursuant to Section 4.1(a), (3) any dividends or other distributions payable pursuant to Section 4.1(a)(C) or Section 4.2(d), 2.1 and (4ii) an amount (if any) in immediately available funds of (A) any cash in lieu of fractional Parent Shares ADSs payable pursuant to Section 4.2(f)3.5 plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article III, if applicablein each case after giving effect to any required Tax withholdings as provided in Section 3.8. (iic) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any Certificate or ledger entry relating to Book-Entry Shares formerly representing shares of Company Common Stock that have been so surrendered shall be cancelled by the Exchange Agent. (d) In the event of a transfer of ownership of Company certificated Eligible Shares that are is not registered in the transfer records of the Company, the Exchange Agent proper number of ADSs, together with an amount (if any) in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 3.8) of cash in lieu of fractional ADSs and any dividends or distributions in respect thereof, may make payment of the proper amount of Merger Consideration be issued or paid to such a transferee if (A) in the case of Book Entry Company Shares, written instructions authorizing the transfer of the Book Entry Company Certificate formerly representing such Eligible Shares are is presented to the Exchange Agent, (B) in the case of Certificates, the Certificates formerly representing such Company Shares are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Exchange Agent. If any Parent Payment of the applicable Merger Consideration with respect to Book-Entry Shares are shall only be made to be delivered to a the Person other than the holder in whose name any Company such Book-Entry Shares are registeredregistered in the stock transfer books of the Company. Until surrendered as contemplated by this Section 3.2, it each Certificate and Book-Entry Share shall be a condition deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in accordance with this Article III, including any amount payable in lieu of such exchange that the Person requesting such delivery shall pay fractional ADSs in accordance with Section 3.5, and any transfer dividends or other similar Taxes required by reason of distributions on ADSs or the transfer of underlying Parent Ordinary Shares to a Person other than the registered holder of any Company Sharesin accordance with Section 3.3, or shall establish to the satisfaction of Parent and the Exchange Agent that such Tax has been paid or is not applicablein each case without interest. (iii) No interest shall be paid or accrue on any cash payable upon surrender of the Company Shares. Any Certificate that has been surrendered shall be cancelled by the Exchange Agent.

Procedures for Surrender. (i) After the Effective Time, and (A) upon surrender to the Exchange Agent of Company Shares of, if applicable, the Certificates (other than Excluded Shares) that are Certificatesif any), by the physical surrender of such Certificates (or affidavit of lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 4.2(h2.3(h)) in accordance with the terms of the letter of transmittal and accompanying instructionsinstructions (which will include a requirement for any holder of Company Shares that owns 5% or more of the total issued and outstanding Company Shares to satisfy any withholding obligations imposed by the Indian tax authority through a reduction in the Merger Consideration payable to such holder, provided that such holder may elect to instead reimburse Parent for any cash withholding obligation imposed by the Indian tax authority), (B) upon the transfer surrender of Company uncertificated Shares (and/or such other than Excluded Shares) that are Book Entry Company Shares not held through DTC, documents as may be required in accordance with the terms of the letter of transmittal and accompanying instructions (including the delivery of any other documents the Exchange Agent may reasonably require), or (C) upon the transfer of Company Shares (other than Excluded Shares) that are Book Entry Shares (including Company Shares held through DTC, including in which case such transfer is recognized by the delivery of an “agent’s message,” in accordance with DTC’s customary procedures and such other procedures as agreed by Parent, the Exchange Agent and DTC), the registered holder of such Company Shares shall be entitled to receive in exchange therefor, and Parent and the Surviving Corporation Company shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (1) the aggregate amount Per Share Merger Consideration by way of Cash Consideration such holder is entitled to receive pursuant to Section 4.1(a), (2) issue of the number of Certificates of shares of Parent Shares Preferred Stock or Book Entry Parent Shares Stock representing, in the aggregate, the whole number of shares that such holder has a right to receive pursuant to Section 4.1(a), 2.2(a)(i) and (32) any dividends or other distributions payable pursuant to Section 4.1(a)(C) or Section 4.2(d), and (4) any cash in lieu of fractional Parent Shares payable pursuant to Section 4.2(f2.3(d), if applicable. (ii) In the event of a transfer of ownership of Company Shares that are not registered in the transfer records register of shareholders of the Company, the Exchange Agent may make payment of the proper amount of Merger Consideration to such transferee if (A) in the case of Book Entry Company Shares, written instructions authorizing the transfer of the Book Entry Company Shares are presented to the Exchange Agent, (B) in the case of CertificatesCertificates (if any), the Certificates (if any) formerly representing such Company Shares are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and CertificatesCertificates (if any), in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock share transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Exchange Agent. If any shares of Parent Shares Preferred Stock are to be delivered to a Person other than the holder Person in whose name any Company the Ordinary Shares are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of shares of Parent Shares Preferred Stock to a Person other than the registered holder of any Company Shares, or shall establish to the satisfaction of Parent and the Exchange Agent that such Tax has been paid or is not applicable. (iii) No interest shall be paid or accrue on any cash payable upon conversion (as applicable) or surrender of the Company any Shares. Any Certificate (if any) that has been surrendered shall be cancelled by the Exchange Agent.

Procedures for Surrender. (i) After Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares or Company Preferred Shares (Aas applicable the “Certificates”), or non-certificated Company Shares or Company Preferred Shares represented by book-entry (as applicable, “Book-Entry Shares”) and whose Certificates and Book-Entry Shares, as applicable, were converted pursuant to Section 3.1 into the right to receive the applicable Merger Consideration (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates (or affidavits of loss in lieu thereof and, if required by Parent, an indemnity bond) to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Shares Common Stock and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (other than Excluded Sharesii) that are Certificates, by physical instructions for effecting the surrender of such the Certificates (or affidavits of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Shares in exchange for payment of the applicable Merger Consideration into which such Company Shares or Company Preferred Shares, as applicable, have been converted pursuant to Section 3.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 3.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f). Upon surrender of a Certificate (or an affidavit of lost, stolen or destroyed Certificate loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of a Certificate, as provided in Section 4.2(h)) transmittal duly completed and validly executed in accordance with the terms of the letter of transmittal and accompanying instructionsinstructions thereto, (B) upon the transfer of Company Shares (other than Excluded Shares) that are Book Entry Company Shares not held through DTC, in accordance with the terms of the letter of transmittal and accompanying instructions (including the delivery of any other documents the Exchange Agent may reasonably require), or (C) upon the transfer of Company Shares (other than Excluded Shares) that are Book Entry Company Shares held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s customary procedures and such other procedures documents as agreed by Parent, the Exchange Agent and DTCmay be required pursuant to such instructions, the holder of such Company Shares Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent and therefor the Surviving Corporation shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (1) the aggregate amount of Cash applicable Merger Consideration such holder is entitled to receive pursuant to Section 4.1(a)the provisions of this Article III, (2) the number of Certificates of Parent Shares or Book Entry Parent Shares representing, in the aggregate, the whole number of shares any Fractional Share Consideration that such holder has a the right to receive pursuant to the provisions of Section 4.1(a)3.6, (3) and any amounts that such holder has the right to receive in respect of dividends or other distributions payable on shares of Parent Common Stock in accordance with Section 3.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (x) the Election Deadline and the determination of proration pursuant to Section 4.1(a)(C3.1(e) or Section 4.2(d)(y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share, and the Certificate (4) any cash or affidavit of loss in lieu of fractional Parent Shares payable pursuant to Section 4.2(f)thereof and, if applicable. required by Parent, an indemnity bond) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (iior affidavits of loss in lieu thereof and, if required by Parent, an indemnity bond) In the event of a transfer of ownership of Company or Book-Entry Shares that are not registered in the transfer records of the Company, upon compliance with such reasonable terms and conditions as the Exchange Agent may make impose to effect an orderly exchange thereof in accordance with normal exchange practices. Notwithstanding anything herein to the contrary, at Parent’s election, Parent may instruct the Exchange Agent to automatically convert Book-Entry Shares into the applicable Merger Consideration without any required action on the part of the holders of such Book-Entry Shares. If payment of the proper amount of applicable Merger Consideration to such transferee if (A) in the case of Book Entry Company Shares, written instructions authorizing the transfer of the Book Entry Company Shares are presented to the Exchange Agent, (B) in the case of Certificates, the Certificates formerly representing such Company Shares are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Exchange Agent. If any Parent Shares are is to be delivered made to a Person other than the holder Person in whose name any Company Shares are the surrendered Certificate is registered, it shall be a condition precedent of such exchange payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such delivery payment shall pay have paid any transfer or and other similar Taxes required by reason of the transfer payment of Parent Shares the applicable Merger Consideration to a Person other than the registered holder of any Company Shares, the Certificate surrendered or shall establish have established to the satisfaction of Parent and the Exchange Agent that such Tax either has been paid or is not applicable. (iii) No interest required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 3.2, each Certificate and Book-Entry Share shall be paid deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article III, including any amount payable in respect of Fractional Share Consideration in accordance with Section 3.6, and any dividends or accrue other distributions on any cash payable upon surrender shares of the Company Shares. Any Certificate that has been surrendered shall be cancelled by the Exchange AgentParent Common Stock in accordance with Section 3.2(f), in each case without interest thereon.

Procedures for Surrender. (i) After As promptly as practicable after the Effective TimeTime (and in any event, within three (3) Business Days thereafter), Parent shall cause the Exchange Agent to mail to each former holder of record of Shares as of the Effective Date a letter of transmittal (the “Letter of Transmittal”) for the purpose facilitating the exchange of the Shares for the Merger Consideration. The Letter of Transmittal shall— (1) contain a representation of the former holder of the Shares to which the Letter of Transmittal relates that it is an Accredited Investor and other such representations as are customary for the issuance of securities in a private placement without registration under the Securities Act; (2) if the Shares are represented by one or more certificates, specify that delivery of such certificates shall be effected, and (A) risk of loss and title to the certificates shall pass, only upon surrender of such certificates to the Exchange Agent of Company Agent; (3) if the Shares (other than Excluded Shares) that are Certificatesrepresented by one or more certificates, by physical provide instructions for effecting the surrender of such Certificates (or affidavit of lost, stolen or destroyed Certificate the certificates in lieu of a Certificate, as provided in Section 4.2(h)) in accordance with the terms exchange for payment of the letter of transmittal and accompanying instructions, Merger Consideration; (B4) upon allow the transfer of Company Shares (other than Excluded Shares) that are Book Entry Company Shares not held through DTC, in accordance with the terms holders of the letter Shares to specify instructions for payment of transmittal the cash portion of the Merger Consideration by wire transfer; (5) contain a release of the Company, the Surviving Company and accompanying their Affiliates by the former holder of the Shares to which the Letter of Transmittal relates, to the maximum extent allowed by law, for matters, if any, arising in connection with or relating to the ownership of the Shares; (6) be accompanied by a substitute Form W-9, together with instructions for completing the Form W-9 or for obtaining and submitting, if applicable, a Form W-8; (including 7) if the delivery Letter of any Transmittal is delivered by a Major Stockholder, contain a consent of such Major Stockholder to the provisions of Section 1.3, Section 2.4 and Article VIII; (8) otherwise be in such form and have such other documents provisions as Parent or the Exchange Agent may reasonably require), or specify. (Cii) upon the transfer of Company Shares (other than Excluded Shares) that are Book Entry Company Shares held through DTC, including by Upon delivery of an “agent’s message,” a Letter of Transmittal with respect to the Shares, duly executed and in accordance with DTC’s customary procedures and such other procedures as agreed proper form, and, if the Shares are represented by Parentone or more certificates, surrender of the certificates for cancellation to the Exchange Agent and DTCor to such other agent or agents as may be appointed by ▇▇▇▇▇▇, the former holder of such Company Shares shall be entitled to receive in exchange therefor, and Parent and the Surviving Corporation shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (1) the aggregate amount of Cash Consideration such holder is entitled to receive pursuant to Section 4.1(a), (2) the number of Certificates of Parent Shares or Book Entry Parent Shares representing, in the aggregate, the whole number of shares that such holder has a right to receive pursuant to Section 4.1(a), (3) any dividends or other distributions payable pursuant to Section 4.1(a)(C) or Section 4.2(d), and (4) any cash in lieu of fractional Parent Shares payable pursuant to Section 4.2(f), if applicable. (ii) In the event of a transfer of ownership of Company Shares that are not registered in the transfer records of the Company, the Exchange Agent may make payment of the proper amount of Merger Consideration to for each Share. Any such transferee if (A) in the case of Book Entry Company Shares, written instructions authorizing the transfer of the Book Entry Company Shares are presented to the Exchange Agent, (B) in the case of Certificates, the Certificates formerly representing such Company Shares are certificates so surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Exchange Agent. If any Parent Shares are to shall forthwith be delivered to a Person other than the holder in whose name any Company Shares are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Parent Shares to a Person other than the registered holder of any Company Shares, or shall establish to the satisfaction of Parent and the Exchange Agent that such Tax has been paid or is not applicablecancelled. (iii) No interest The Parent Common Stock included in the Merger Consideration shall be paid or accrue issued in direct registration on any cash payable upon surrender the books and records of the Company Shares. Any Certificate that has been surrendered Parent Transfer Agent, and shall not be represented by certificates, and shall be cancelled by restricted as to transfer under the Exchange AgentUnited States federal securities laws as having been issued in a private placement without registration under the Securities Act. Appropriate notation shall be made on the books and records of the transfer agent reflecting such restrictions on transfer. (iv) The Merger Consideration, when paid, shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares in respect of which Merger Consideration was paid.

Procedures for Surrender. (i) After the Effective Time, and (A) upon surrender to the Exchange Agent of shares of Company Shares Common Stock (other than Excluded Shares) that are Certificates, by physical surrender of such Certificates (or affidavit of lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 4.2(h‎Section 2.2(h)) in accordance with the terms of the letter of transmittal and accompanying instructions, (B) upon the transfer of shares of Company Shares Common Stock (other than Excluded Shares) that are Book Entry Company Shares not held through DTC, in accordance with the terms of the letter of transmittal and accompanying instructions (including the delivery of any other documents the Exchange Agent may reasonably require), or (C) upon the transfer of shares of Company Shares Common Stock (other than Excluded Shares) that are Book Entry Company Shares held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s customary procedures and such other customary procedures as agreed by Parent, the Exchange Agent and DTC, the holder of such shares of Company Shares Common Stock shall be entitled to receive in exchange therefor, and Parent and the Surviving Corporation shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (1) the aggregate amount of Cash Consideration that such holder is entitled to receive pursuant to Section 4.1(a‎Section 2.1(a), (2) the number of Certificates of shares of Parent Shares Common Stock or Book Entry Parent Shares representing, in the aggregate, the whole number of shares that such holder has a right to receive pursuant to Section 4.1(a‎Section 2.1(a), (3) any dividends or other distributions payable that such holder is entitled to receive pursuant to Section 4.1(a)(C) or Section 4.2(d‎Section 2.2(d), and (4) any cash in lieu of fractional shares of Parent Shares payable Common Stock that such holder is entitled to receive pursuant to Section 4.2(f‎Section 2.2(f), if applicable. (ii) In the event of a transfer of ownership of shares of Company Shares Common Stock that are not registered in the transfer records of the Company, the Exchange Agent may make payment of the proper amount of Merger Consideration to such transferee if (A) in the case of Book Entry Company Shares, written instructions authorizing the transfer of the Book Entry Company Shares are presented to the Exchange Agent, (B) in the case of Certificates, the Certificates formerly representing such shares of Company Shares Common Stock are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Exchange Agent. If any shares of Parent Shares Common Stock are to be delivered to a Person other than the holder in whose name any shares of Company Shares Common Stock are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of shares of Parent Shares Common Stock to a Person other than the registered holder of any shares of Company SharesCommon Stock, or shall establish to the satisfaction of Parent and the Exchange Agent that such Tax has been paid or is not applicable. (iii) No interest shall be paid or accrue on any cash payable upon surrender of the shares of Company SharesCommon Stock. Any Certificate that has been surrendered shall be cancelled by the Exchange Agent.

Procedures for Surrender. (i) After the Effective Time, and (A) upon surrender to the Exchange Agent of shares of Company Shares Common Stock (other than Excluded Shares) that are Certificates, by physical surrender of such Certificates (or affidavit of lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 4.2(h2.2(h)) in accordance with the terms of the letter of transmittal and accompanying instructions, (B) upon the transfer of shares of Company Shares Common Stock (other than Excluded Shares) that are Book Entry Company Shares not held through DTC, in accordance with the terms of the letter of transmittal and accompanying instructions (including the delivery of any other documents the Exchange Agent may reasonably require), or (C) upon the transfer of shares of Company Shares Common Stock (other than Excluded Shares) that are Book Entry Company Shares held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s customary procedures and such other customary procedures as agreed by Parent, the Exchange Agent and DTC, the holder of such shares of Company Shares Common Stock shall be entitled to receive in exchange therefor, and Parent and the Surviving Corporation shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (1) the aggregate amount of Cash Consideration that such holder is entitled to receive pursuant to Section 4.1(a2.1(a), (2) the number of Certificates of shares of Parent Shares Common Stock or Book Entry Parent Shares representing, in the aggregate, the whole number of shares that such holder has a right to receive pursuant to Section 4.1(a2.1(a), (3) any dividends or other distributions payable that such holder is entitled to receive pursuant to Section 4.1(a)(C) or Section 4.2(d2.2(d), and (4) any cash in lieu of fractional shares of Parent Shares payable Common Stock that such holder is entitled to receive pursuant to Section 4.2(f2.2(f), if applicable. (ii) In the event of a transfer of ownership of shares of Company Shares Common Stock that are not registered in the transfer records of the Company, the Exchange Agent may make payment of the proper amount of Merger Consideration to such transferee if (A) in the case of Book Entry Company Shares, written instructions authorizing the transfer of the Book Entry Company Shares are presented to the Exchange Agent, (B) in the case of Certificates, the Certificates formerly representing such shares of Company Shares Common Stock are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Exchange Agent. If any shares of Parent Shares Common Stock are to be delivered to a Person other than the holder in whose name any shares of Company Shares Common Stock are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of shares of Parent Shares Common Stock to a Person other than the registered holder of any shares of Company SharesCommon Stock, or shall establish to the satisfaction of Parent and the Exchange Agent that such Tax has been paid or is not applicable. (iii) No interest shall be paid or accrue on any cash payable upon surrender of the shares of Company SharesCommon Stock. Any Certificate that has been surrendered shall be cancelled by the Exchange Agent.