Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. As promptly as practicable after the Effective Time, Parent will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Paying Agent, and will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered will forthwith be cancelled. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Person requesting such payment will have paid any transfer or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or will have established to the satisfaction of the Paying Agent that such Taxes either have been paid or are not payable. Any other transfer or similar Taxes incurred in connection with the transactions contemplated by this Agreement will be paid by the Person required to make such payment by applicable Law. Payment of the Merger Consideration with respect to Book-Entry Shares will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without any interest accruing thereon.

Procedures for Surrender. As promptly soon as reasonably practicable after the Effective Timedate hereof, Parent will the Company shall, or shall cause the Paying Exchange Agent to to, mail to each holder of record of a certificate or certificates that represented representing outstanding Shares (taking into account the Intermediate Holdings Reorganization) (the “Certificates,” and such holders, the “Company Stockholders”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: ): (i) a letter of transmittal, substantially in the form of Exhibit A hereto (the “Letter of Transmittal”) which will specify that delivery will be effected, includes an investor questionnaire and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Paying Agent, and will otherwise be in representations regarding such form and have such other provisions as Parent or the Paying Agent may reasonably specify Company Stockholder’s “accredited investor” status and (ii) instructions in customary form for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration, including any amount payable in respect of Fractional Share Consideration or any dividends or other distributions on the Parent Shares in accordance with Section 2.2(e). Upon surrender of Certificates and Book-Entry Shares (or affidavits of loss in lieu thereof) for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates (or Book-Entry Sharesaffidavits of loss in lieu thereof), together with any other documentation expressly required by its terms to be provided in connection with the Letter of Transmittal, the holder of such Certificates or Book-Entry Shares will shall be entitled to receive the Merger Consideration pursuant to the provisions and subject to the terms and conditions of this Article 2, including any amount payable in respect of Fractional Share Consideration or any dividends or other distributions on the Parent Shares in accordance with Section 2.2(e), for each Share formerly represented by such Certificates and for each Book-Entry Share(or affidavits of loss in lieu thereof). Any Certificates and Book-Entry Shares so surrendered will forthwith be cancelled. All cash Merger Consideration, Fractional Share Consideration or other amounts due pursuant to Section 2.2(e), paid upon the surrender for exchange of Certificates and Book-Entry Shares (or affidavits of loss in lieu thereof) will be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates or Book-Entry SharesCertificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Person requesting such payment will have paid any transfer or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or will have established to the satisfaction of the Paying Exchange Agent that such Taxes either have been paid or are not payable. Any other transfer or similar Taxes incurred in connection with the transactions contemplated by this Agreement Initial Merger will be paid by the Person required to make such payment by applicable Law. Payment of the Merger Consideration with respect to Book-Entry Shares will only be made to the Person in whose name such Book-Entry Shares are registeredParent. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share (other than Shares cancelled pursuant to Section 2.1(b)) will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash or the amount determined pursuant to Section 2.3, as contemplated by this Agreementapplicable, without any interest accruing thereoninterest. The Exchange Agent shall provide the Company and Parent with a copy of each completed Letter of Transmittal it receives prior to or as of the Effective Time.

Procedures for Surrender. As promptly soon as reasonably practicable after the Effective Time, Parent will shall, and shall cause the Paying Surviving Company to, cause the Exchange Agent to mail to each holder of record of a certificate Certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Share as of the Effective Time and whose Company Shares were converted exchanged pursuant to Section 2.1 into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will Certificate shall pass, only upon delivery of the Certificates Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share, as applicable, to the Paying Agent, Exchange Agent and will otherwise shall be in such customary form and have such other provisions as Parent or the Paying Agent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Shares Share in exchange for payment of the Per Share Merger ConsiderationConsideration pursuant to Section 2.1, and (iii) a declaration and/or Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) in which the beneficial owner of a Company Share provides certain information necessary for Parent or the Exchange Agent or the Information Agent, as applicable, to determine whether any amounts need to be withheld from the consideration payable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Upon Subject to the Withholding Tax Ruling, upon surrender of Certificates and a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Shares Share for cancellation to the Paying Agent Exchange Agent, together with such letter of transmittal and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or to such other agent or agents forms as may be appointed by Parentare required under any applicable Tax Law), and upon delivery of a letter of transmittalin each case, duly completed and validly executed and in proper formaccordance with the respective instructions thereto, with respect Parent shall pay or cause the Exchange Agent to pay to the holder of such Certificates Certificate or Book-Entry Shares, Share in exchange therefor the holder of such Certificates or Book-Entry Shares will be entitled to receive the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificates and for each Certificate or Book-Entry Share. Any Certificates and Book, promptly (subject to the delay of up to three hundred sixty-Entry Shares so surrendered will forthwith be cancelled. All cash paid upon five days contemplated by Section 2.4) following the surrender for exchange later to occur of Certificates and Book-Entry Shares will be deemed to have been paid (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates lieu thereof as provided in Section 2.2(e)) or Book-Entry SharesShare and Valid Tax Certificate, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate is registered, it will shall be a condition precedent of payment that (A) the Certificate so surrendered will shall be properly endorsed or will shall be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment will shall have paid any transfer or and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or will shall have established to the satisfaction of the Paying Agent Surviving Company that such Taxes Tax either have has been paid or are is not payable. Any other transfer or similar Taxes incurred in connection with the transactions contemplated by this Agreement will be paid by the Person required to make such payment by applicable Lawbe paid. Payment of the applicable Per Share Merger Consideration with respect to a Book-Entry Shares will Share shall only be made to the Person in whose name such Book-Entry Shares are Share is registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and Book-Entry Share will shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Per Share Merger Consideration in cash as contemplated by this AgreementArticle II, without any interest accruing thereon.

Procedures for Surrender. As promptly as practicable after the Effective TimeTime (and in any event, within three (3) Business Days thereafter), Parent will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title to the Certificates (if any) will pass, only upon delivery of the such Certificates to the Paying Agent, and will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry SharesCertificates, the holder of such Certificates or Book-Entry Shares will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry ShareCertificates. Any Certificates and Book-Entry Shares so surrendered will forthwith be cancelled. All cash The Merger Consideration paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates or Book-Entry SharesCertificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Person requesting such payment will have paid any transfer or similar other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or will have established to the satisfaction of the Paying Agent that such Taxes either have been paid or are not payable. Any other transfer or similar Taxes incurred in connection with the transactions contemplated by this Agreement will be paid by the Person required to make such payment by applicable Law. Payment holder of the Merger Consideration with respect to Booknon-Entry certificated Shares will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without any interest accruing thereon.represented

Procedures for Surrender. As promptly as practicable after the Effective TimeTime and in any event not later than the second Business Day thereafter, Parent will shall cause the Paying Agent to mail to each holder of record of a certificate Certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which case whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)) to the Paying Agent, and will shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify after consultation with the Company; and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares will shall be entitled to receive in exchange therefor the Merger portion of the Aggregate Common Stock Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered will forthwith be cancelled. All cash paid upon into which the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates or such Book-Entry SharesShares were converted pursuant to Section 2.01(a)(i) (less any required Tax withholdings as provided in Section 2.05), and the Certificates so surrendered shall forthwith be cancelled. If payment In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and Merger Consideration is to may be made issued to a Person person other than the Person person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Certificate so surrendered will is registered, if such Certificate shall be properly endorsed or will shall otherwise be otherwise in proper form for transfer, and the Person person requesting such payment will have paid shall pay to the Paying Agent any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered or will have established shall establish to the reasonable satisfaction of the Paying Agent that such Taxes either have been paid or are not payable. Any other transfer or similar Taxes incurred in connection with the transactions contemplated by this Agreement will be paid by the Person required to make such payment by applicable Lawbe paid. Payment of the Merger Consideration with respect to Book-Entry Shares will shall only be made to the Person person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each No interest shall be paid or accrue on any portion of the Merger Consideration payable upon surrender of any Certificate or Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (or affidavits of loss in cash as contemplated by this Agreement, without any interest accruing thereonlieu thereof in accordance with Section 2.02(e)).