Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. (i) Promptly after the Effective Time (and in any event within two Business Days thereafter or such longer period as may be required by the Paying Agent), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares as of immediately prior to the Effective Time (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal (the “Letter of Transmittal”) specifying that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.02(f)) or transfer of Book-Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) to the Paying Agent, such materials to be in such form and have such other provisions as Parent desires with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.02(f)) or Book-Entry Shares to the Paying Agent in exchange for payment of the aggregate Merger Consideration to which such holders are entitled pursuant to the terms of this Agreement.

Procedures for Surrender. (i) Promptly after the Effective Time (Time, and in any event within two (2) Business Days thereafter or such longer period as may be required by the Paying Agent)thereafter, the Surviving Corporation shall Parent will cause the Paying Agent to mail to each holder of record of Shares as or, in the case of “street-holders,” deliver to The Depository Trust Company (“DTC”) (in each case, other than holders of Excluded Shares) immediately prior to the Effective Time (other than Excluded Shares) Time: (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal (the “Letter of Transmittal”) ), in customary form, specifying that delivery shall will be effected, and risk of loss and title shall will pass, only upon delivery of the Share Stock Certificates (or affidavits of loss in lieu of the Share Stock Certificates as provided in Section 4.02(f2.3(f)) or transfer of the Book-Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) to the Paying AgentAgent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), and (B) instructions for effecting the surrender of the Stock Certificates (or affidavits of loss in lieu of the Stock Certificates as provided in Section 2.3(f)) or the Book-Entry Shares to the Paying Agent in exchange for payment of the aggregate amount of Merger Consideration that such holder is entitled to pursuant to the terms of this Agreement, such materials to be in such form and have such other provisions as Parent desires with approval of and the Company (such approval not to be unreasonably withheld, conditioned or delayed), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.02(f)) or Book-Entry Shares to the Paying Agent in exchange for payment of the aggregate Merger Consideration to which such holders are entitled pursuant to the terms of this Agreementmay reasonably agree.

Procedures for Surrender. (i) Promptly after the Effective Time (and in any event within two three Business Days thereafter or such longer period as may be required by the Paying Agentthereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares as of immediately prior to the Effective Time (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal (the “Letter of Transmittal”) specifying that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.02(f4.2(f)) or transfer of the Book-Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) to the Paying AgentAgent (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 desires with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.02(f4.2(f)) or the Book-Entry Shares to the Paying Agent in exchange for payment of the aggregate Merger Consideration to which such holders are entitled pursuant to the terms of this Agreement.

Procedures for Surrender. (i) Promptly As promptly as practicable after the Effective Time (and but in any event within two three Business Days thereafter or such longer period as may be required by the Paying Agentthereafter), the Surviving Corporation Parent shall cause the Paying Agent to mail to or otherwise provide each holder of record of Shares as of immediately prior entitled to receive the Effective Time (other than Excluded Shares) Per Share Merger Consideration that are (A) a Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (B1) appropriate transmittal materials (including a customary letter of transmittal (the “Letter of Transmittal”transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass, pass only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates Certificates, as provided in Section 4.02(f‎4.2(e)) or transfer the surrender of such Book-Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) to the Paying Agent, Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such materials to be in such form and have Book-Entry Shares or such other provisions reasonable evidence, if any, of such surrender as Parent desires with approval the Paying Agent may reasonably request pursuant to the terms and conditions of the Company (such approval not to be unreasonably withheldPaying Agent Agreement), conditioned or delayed)as applicable, and (C2) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates Certificates, as provided in Section 4.02(f‎4.2(e)) or such Book-Entry Shares to the Paying Agent in exchange for payment the Per Share Merger Consideration that such holder is entitled to receive as a result of the aggregate Merger Consideration to which such holders are entitled pursuant to the terms of this Agreement‎Article IV.

Procedures for Surrender. (i) Promptly after the Effective Time (Time, and in any event within two Business Days thereafter or such longer period as may be required by the Paying Agent)thereafter, the Surviving Corporation shall will cause the Paying Agent to mail to each holder of record of Shares as (or, in the case of “street-holders,” deliver to The Depository Trust Company) (other than holders of Excluded Shares) immediately prior to the Effective Time (other than Excluded Shares) Time: (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal (the “Letter of Transmittal”) transmittal, in customary form, specifying that delivery shall will be effected, and risk of loss and title shall will pass, only upon delivery of the Share Stock Certificates (or affidavits of loss in lieu of the Share Stock Certificates as provided in Section 4.02(f4.2(f)) or transfer of Book-the Book Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) to the Paying AgentAgent (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 desires with approval of and the Company may reasonably agree (such approval not to be unreasonably withheld, conditioned or delayedthe “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Stock Certificates (or affidavits of loss in lieu of the Share Stock Certificates as provided in Section 4.02(f4.2(f)) or Book-the Book Entry Shares to the Paying Agent in exchange for payment of the aggregate Merger Consideration to which that such holders are entitled to pursuant to the terms of this Agreement.