Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. (i) Promptly after the Effective Time (and in any event within five (5) Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a 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 4.2(f)) or transfer of the Book-Entry Shares to the Paying 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 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 4.2(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. (ii) Upon surrender to the Paying Agent of Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or Book-Entry Shares, together with, in the case of Share Certificates, the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other documents as may be reasonably required, the holder of such Share Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Paying Agent shall be required to deliver to each such holder, the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) of cash that such holder has the right to receive pursuant to Section 4.1(a). (iii) No interest will be paid or accrued on any amount payable upon surrender of any Shares. (iv) In the event of a transfer of ownership of certificated Shares (other than Excluded Shares) that is not registered in the transfer records of the Company, the cash to be paid upon due surrender of the Share Certificates may be so paid to such transferee if the Share Certificates formerly representing such Shares are presented to the Paying Agent, accompanied by all documents reasonably 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 the Paying Agent. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books of the Company.

Procedures for Surrender. (i) Promptly after After the Effective Time (and in any event within five (5) Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal specifying that delivery shall be effectedTime, and risk (x) upon surrender to the Exchange Agent of loss and title shall passLion Eligible Shares that are Certificates, only upon delivery by physical surrender of the Share Certificates such Certificate (or affidavits affidavit of loss in lieu of the Share Certificates a Certificate, as provided in Section 4.2(f2.8(f)) or in accordance with the terms of the Letter of Transmittal and accompanying instructions, (y) upon the transfer of the Lion Eligible Shares that are Book-Entry Shares to not held through DTC, in accordance with the Paying Agent terms of the Letter of Transmittal and accompanying instructions or (z) upon the transfer of Lion Eligible Shares that are Book-Entry Shares held through DTC, including customary provisions with respect to by 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 4.2(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. (ii) Upon surrender to the Paying Agent of Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or Book-Entry Shares, together with, in the case of Share Certificates, the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, orDTC’s customary procedures, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other documents as may be reasonably requiredeach case, the holder of such Share Certificates or Book-Entry Lion Eligible Shares shall be entitled to receive in exchange therefor, and the Paying Exchange Agent shall be required to deliver to each such holderholder (subject to Section 2.8(e)), (A) the amount number of New Topco Shares (in book-entry form) in respect of the aggregate Merger Consideration that such holder is entitled to receive pursuant to Section 2.7 (after giving effect to taking into account all Lion Eligible Shares then held by such holder), (B) any required Tax withholdings as provided cash in Section 4.2(h)) respect of cash that such any dividends or other distributions which the holder has the right to receive pursuant to Section 4.1(a2.8(g), and (C) as and when available, any Fractional Share Consideration which such holder has the right to receive. (iiiii) No interest will be paid or accrued on any amount payable upon due surrender of the Lion Eligible Shares, and any Certificates formerly representing Lion Eligible Shares that have been so surrendered shall be cancelled by the Exchange Agent. The New Topco Shares issued and paid in accordance with the terms of this Section 2.8 upon conversion of any Lion Eligible Shares (together with the Fractional Share Consideration (if any) and any dividends or distributions which a holder has the right to receive pursuant to Section 2.8(g)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Lion Eligible Shares. (iviii) In the event of a transfer of ownership of certificated Shares (other than Excluded Shares) that is not registered in the transfer records If any portion of the Company, the cash Merger Consideration is to be paid upon due surrender to a transferee other than the Person in whose name the surrendered Certificate (in the case of Lion Eligible Shares that are Certificates) is registered, the Share Certificates proper number of New Topco Shares may be so paid transferred by the Exchange Agent to such a transferee only if (A) the Share Certificates formerly representing such Lion Eligible Shares are presented surrendered to the Paying Exchange Agent, and (B) the Certificates are accompanied by all documents reasonably 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 New Topco and the Paying Exchange Agent. 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 registered. If any New Topco Shares are to be delivered to a Person other than the holder in whose name any Lion Eligible Shares are registered, it shall be a condition of such exchange that the stock Person requesting such delivery shall pay any transfer books or other similar Taxes required by reason of the Companytransfer of New Topco Shares to a Person other than the registered holder of any Lion Eligible Shares, or shall establish to the satisfaction of New Topco and the Exchange Agent that such Tax has been paid or is not applicable.

Procedures for Surrender. (i) Promptly after After the Effective Time (and in any event within five (5) Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal specifying that delivery shall be effectedTime, and risk (x) upon surrender to the Exchange Agent of loss and title shall passPraxair Eligible Shares that are Praxair Certificates, only upon delivery by physical surrender of the Share Certificates such Praxair Certificate (or affidavits affidavit of loss in lieu of the Share Certificates a Praxair Certificate, as provided in Section 4.2(f2.9(h)) or in accordance with the terms of the Merger Letter of Transmittal and accompanying instructions, (y) upon the transfer of the Praxair Eligible Shares that are Praxair Book-Entry Shares to not held through DTC, in accordance with the Paying Agent terms of the Merger Letter of Transmittal and accompanying instructions or (z) upon the transfer of Praxair Eligible Shares that are Praxair Book-Entry Shares held through DTC, including customary provisions with respect to by 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 4.2(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. (ii) Upon surrender to the Paying Agent of Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or Book-Entry Shares, together with, in the case of Share Certificates, the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agentDTC’s message” by the Paying Agent, customary procedures and such other documents procedures as may be reasonably requiredagreed by Praxair, Linde, New Holdco, the Exchange Agent and DTC, the holder of such Share Certificates or Book-Entry Praxair Eligible Shares shall be entitled to receive in exchange therefor, and the Paying Exchange Agent shall be required to deliver to each such holderholder (subject to Section 2.9(g)), (A) the amount number of New Holdco Shares (in certificates or evidence of shares in book-entry form, as applicable) in respect of the aggregate Merger Consideration that such holder is entitled to receive pursuant to Section 2.7 (after giving effect to taking into account all Praxair Eligible Shares then held by such holder), and (B) any required Tax withholdings as provided cash in Section 4.2(h)) respect of cash that such any dividends or other distributions which the holder has the right to receive pursuant to Section 4.1(a2.9(d). (iiiii) No interest will be paid or accrued on any amount payable upon due surrender of the Praxair Eligible Shares, and any Praxair Certificate formerly representing Praxair Eligible Shares that have been so surrendered shall be cancelled by the Exchange Agent. The New Holdco Shares issued and paid in accordance with the terms of this Section 2.9 upon conversion of any Praxair Eligible Shares shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Praxair Eligible Shares. (iviii) In the event of a transfer of ownership of certificated Shares (other than Excluded Shares) any Praxair Eligible Share that is not registered in the transfer records of the CompanyPraxair, the cash proper number of New Holdco Shares may be transferred by the Exchange Agent to be paid upon due surrender such a transferee if (A) in the case of Praxair Book-Entry Shares, written instructions authorizing the transfer of the Share Certificates may be so paid to such transferee if the Share Certificates formerly representing such Praxair Book-Entry Shares are presented to the Paying Exchange Agent, (B) in the case of Praxair Certificates, the Praxair Certificates formerly representing such Praxair Eligible Shares are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Praxair Certificates, in the case of clause (B), are accompanied by all documents reasonably 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 substance, reasonably satisfactory to New Holdco and the Paying Exchange Agent. Payment of If any New Holdco Shares are to be delivered to a Person other than the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person holder in whose name such Book-Entry any Praxair Eligible Shares are registered in registered, it shall be a condition of such exchange that the stock Person requesting such delivery shall pay any transfer books or other similar Taxes required by reason of the Companytransfer of New Holdco Shares to a Person other than the registered holder of any Praxair Eligible Shares, or shall establish to the satisfaction of New Holdco and the Exchange Agent that such Tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or Governmental Entity or other entity of any kind or nature.

Procedures for Surrender. (ia) Promptly after the Effective Time (and in any event within five four (54) Business Days thereafter), the Surviving Corporation AMGP shall cause the Paying Exchange Agent to mail to each holder of record of Shares Eligible Units that are (other than Excluded Sharesi) Certificates or (Aii) a Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders of the effectiveness of the Merger, including (BA) a letter of appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units 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 4.2(f)4.7) or transfer of the Book-Entry Shares Unit to the Paying Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares)Exchange Agent, such materials to be in such form and have such other provisions as Parent desires the AMGP Parties desire with approval of the Company AMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (CB) instructions for effecting surrendering the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)Certificates) or transferring the Book-Entry Shares Units to the Paying Exchange Agent in exchange for payment the Merger Consideration, cash in lieu of the aggregate Merger Consideration fractional shares of AMGP Common Stock, if any, to be paid in consideration therefor, and any dividends payable pursuant to Section 4.3, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units held through DTC, AMGP and AMLP shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if 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 Units held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, cash in lieu of fractional shares of AMGP Common Stock, if any, to be paid in consideration therefor, and cash for the amount of any dividends payable pursuant to Section 4.3, in each case, to which the holders thereof are entitled pursuant to the terms of this Agreement. (iib) Upon surrender to the Paying Exchange Agent of Share Certificates Eligible Units that are Certificates, by physical surrender of such Certificate (or affidavits affidavit of loss in lieu of the Share Certificates a Certificate, as provided in Section 4.2(f)4.7) or that are Book-Entry Shares, together with, in the case of Share Certificates, the Letter of Transmittal, duly completed and validly executed Units in accordance with the terms of the Letter of Transmittal and accompanying instructions thereto, or, in the case of with respect to Book-Entry SharesUnits held through DTC, receipt of an “agentin accordance with DTC’s message” by the Paying Agent, customary procedures and such other documents procedures as may be reasonably requiredagreed by NewCo, AMLP, AMGP, the Exchange Agent and DTC, the holder of such Share Certificates Certificate or Book-Entry Shares Units shall be entitled to receive in exchange therefor, and the Paying Agent shall be required to deliver to each such holder, the amount therefor (after giving effect to any required Tax withholdings withholding as provided in Section 4.2(h)4.8) (i) that number of whole shares of AMGP Common Stock that such holder is entitled to receive as Stock Consideration pursuant to Section 3.1 and (ii) a check in the amount of cash that such holder is entitled to receive: (A) as Cash Consideration pursuant to Section 3.1, (B) in lieu of fractional shares payable pursuant to Section 4.5, and (C) with respect to any dividends that such holder has the right to receive pursuant to Section 4.1(a)4.3. (iiic) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Units and any SharesCertificate or ledger entry relating to Book-Entry Units formerly representing AMLP Common Units that have been so surrendered shall be cancelled by the Exchange Agent. (ivd) In the event of a transfer of ownership of certificated Shares (other than Excluded Shares) Eligible Units that is not registered in the transfer records of the CompanyAMLP, the cash to be paid upon due surrender (x) payment of the Share Certificates applicable Merger Consideration, (y) cash in lieu of any fractional shares payable pursuant to Section 4.5 and (z) cash for the amount of any dividends pursuant to Section 4.3 (in each case, after giving effect to any required Tax withholding as provided in Section 4.8), may be so paid to such a transferee if the Share Certificates Certificate formerly representing such Shares are Eligible Units is presented to the Paying Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock unit transfer Taxes have been paid or are not applicable, in each case, in form and substance substance, reasonably satisfactory to the Paying Exchange Agent. Payment of the Merger Consideration with With respect to Book-Entry Shares Units, (x) payment of the applicable Merger Consideration, (y) cash in lieu of any fractional shares payable pursuant to Section 4.5, and (z) dividends pursuant to Section 4.3 (in each case, after giving effect to any required Tax withholding as provided in Section 4.8), shall only be made only to the Person in whose name such Book-Entry Shares Units are registered in the stock unit transfer books of the CompanyAMLP.

Procedures for Surrender. (i) Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Closing, the Surviving Corporation ParentCo shall, or shall cause the Paying Exchange Agent to to, mail to each holder of record of Shares Surge Unitholder: (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (Bi) a letter of transmittal specifying for use in exchanging Surge Units (other than Surge Cancelled Units) for payment of such Surge Unitholder’s applicable portion of the Surge Merger Consideration, which letter of transmittal shall specify that the delivery of Surge Units (other than Surge Cancelled Units) shall be effected, and risk of loss and title shall pass, only upon delivery of the Share Certificates (or affidavits such letter of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or transfer of the Book-Entry Shares transmittal to the Paying 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 or such other provisions agent as Parent desires with approval of the Company (such approval not to may be unreasonably withheld, conditioned or delayed) appointed by ParentCo (the “Letter of Transmittal”), and (Cii) instructions in customary form for effecting the surrender of the Share Certificates Surge Units (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)other than Surge Cancelled Units) or the Book-Entry Shares to the Paying Agent in exchange for payment of such Surge Unitholder’s portion of the aggregate Surge Closing Merger Consideration to which such holders are entitled pursuant Consideration. Upon (i) surrender of Surge Units (other than Surge Cancelled Units) for cancellation to the terms of this Agreement. Exchange Agent or to such other agent or agents as may be appointed by ParentCo, (ii) Upon surrender delivery of a letter of transmittal, duly executed and in proper form, with respect to such Surge Units, (iii) delivery of a properly completed IRS Form W-9 or, if applicable, the Paying Agent of Share Certificates (or affidavits of loss in lieu of the Share Certificates as appropriate IRS Form W-8 and any other documentation expressly required by its terms to be provided in Section 4.2(f)) or Book-Entry Shares, together with, in the case of Share Certificates, connection with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other documents as may be reasonably required(iv) if applicable pursuant to Section 4.16, the holder execution and delivery to ParentCo of such Share Certificates or Booka Lock-Entry Shares Up Agreement, each Surge Unitholder shall be entitled to receive such Surge Unitholder’s portion of the Surge Closing Merger Consideration and percentage of the Escrow Amount released pursuant to Section 1.7(g) (if any) as is set forth in the Final Allocation Schedule, for each such Surge Unit held by them. Any Surge Units so surrendered will forthwith be cancelled. The Surge Closing Merger Consideration and Escrow Amount released pursuant to Section 1.7(g) (if any) paid upon the surrender for exchange thereforof Surge Units pursuant to this Section 1.7(c) will be deemed to have been paid in full satisfaction of all rights pertaining to such Surge Units. If payment of the Surge Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Surge Units is registered, it will be a condition precedent of payment that the Surge Units so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Paying Agent shall be Person requesting such payment will have paid any transfer or similar Taxes required to deliver to each such holder, by reason of the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) payment of cash that such holder has a Surge Unitholder’s portion of the right to receive Surge Closing Merger Consideration or percentage of the Escrow Amount released pursuant to Section 4.1(a). 1.7(g) (iiiif any) No interest will be paid or accrued on any amount payable upon surrender of any Shares. (iv) In the event of to a transfer of ownership of certificated Shares (Person other than Excluded Shares) that is not the registered in the transfer records holder of the Company, Surge Unit so surrendered or will have established to the cash to be paid upon due surrender satisfaction of the Share Certificates may be so paid to Exchange Agent that such transferee if the Share Certificates formerly representing such Shares are presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes either have been paid or are not applicablepayable. Any other transfer or similar Taxes incurred in connection with the Mergers will be paid by ParentCo; provided, in each casehowever, in form and substance reasonably satisfactory to that any such Taxes that are solely the Paying Agent. Payment obligation of the Surge Blockers or their respective shareholders under applicable Law shall be paid by the respective Surge Blockers or their shareholders, as applicable. Until surrendered as contemplated hereby, each Surge Unit (other than Surge Cancelled Units) will be deemed at any time after the Combination Merger Effective Time to represent only the right to receive the portion of the Surge Closing Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books and percentage of the CompanyEscrow Amount released pursuant to Section 1.7(g) (if any) applicable to such Surge Unit.

Procedures for Surrender. (i) Promptly after following the Effective Time (Time, Parent shall, and in any event within five (5) Business Days thereafter), the Surviving Corporation shall cause the Paying Surviving Entity to, cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Excluded the “Certificates”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Company Shares”) and whose shares of Company Common Stock were converted pursuant to Section 4.1 into the right to receive the Merger Consideration (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal specifying in customary form, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)thereof) or transfer of the Book-Entry Shares to the Paying 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 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 4.2(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. (ii) Upon surrender to the Paying Agent of Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or Book-Entry Shares, together with, in the case of Share Certificates, the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Company Shares, receipt upon adherence to the procedures set forth in the letter of transmittal and (B) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Company Shares in exchange for payment of the Merger Consideration, including any amount payable in respect of the Fractional Share Consideration in accordance with Section 4.6, and any dividends or other distributions on Parent Common Shares in accordance with Section 4.2(f). Such instructions shall provide that (1) at the election of the surrendering holder, Certificates may be surrendered by hand delivery or otherwise, (2) the Merger Consideration (other than the Cash Adjustment Amount) in exchange for Certificates and Book-Entry Company Shares shall be delivered in uncertificated book-entry form to the surrendering holder and (3) the Fractional Share Consideration, the Cash Adjustment Amount and any dividends or other distributions under Section 4.2(f), if any, payable in exchange for Certificates and Book-Entry Company Shares will be payable by wire transfer to the surrendering holder. (ii) Upon surrender of a Certificate (or an “agent’s message” by affidavit of loss in lieu thereof) or Book-Entry Company Share for cancellation to the Paying Exchange Agent, together with a duly completed and validly executed letter of transmittal in accordance with the instructions thereto, and such other documents as may be reasonably requiredrequired by the Exchange Agent, the holder of such Share Certificates Certificate or Book-Entry Shares Company Share shall be entitled to receive in exchange therefortherefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Company Share pursuant to the provisions of this Article IV and, and the Paying Agent shall be required to deliver to each such holderif applicable, the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) of cash Fractional Share Consideration that such holder has the right to receive pursuant to Section 4.1(a)4.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Common Shares in accordance with Section 4.2(f) less any required withholding of Taxes, plus any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time. Any Certificates (or affidavit of loss in lieu thereof) or Book-Entry Company Shares so surrendered shall be forthwith cancelled. (iii) No interest will If payment of the Merger Consideration is to be paid or accrued on any amount payable upon surrender of any Shares. (iv) In the event of made to a transfer of ownership of certificated Shares (Person other than Excluded Sharesthe Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) that is not registered the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer records and other similar Taxes required by reason of the Company, the cash to be paid upon due surrender payment of the Share Certificates may be so paid Merger Consideration to such transferee if a Person other than the Share Certificates formerly representing such Shares are presented registered holder of the Certificate surrendered or shall have established to the Paying Agent, accompanied by all documents reasonably required to evidence and effect reasonable satisfaction of Parent that such transfer and to evidence that any applicable stock transfer Taxes have Tax either has been paid or are is not applicable, in each case, in form and substance reasonably satisfactory required to the Paying Agentbe paid. Payment of the applicable Merger Consideration with respect to Book-Entry Company Shares shall only be made to the Person in whose name such Book-Entry Company Shares are registered registered. (iv) Until surrendered as contemplated by this Section 4.2, each Certificate and Book-Entry Company Share shall be deemed at any time from and after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article IV, including any amount payable in the stock transfer books respect of the CompanyFractional Share Consideration in accordance with Section 4.6, any dividends or other distributions on Parent Common Shares in accordance with Section 4.2(f) and any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time.