Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. (i) Promptly following the Effective Time, Parent shall, and shall cause the Surviving Entity to, 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 shares of Company Common Stock (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 letter of transmittal 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 Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent or, in the case of Book-Entry Company Shares, 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 affidavit of loss in lieu thereof) or Book-Entry Company Share for cancellation to the 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 required by the Exchange Agent, the holder of such Certificate or Book-Entry Company Share shall be entitled to receive in exchange therefor 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, if applicable, the Fractional Share Consideration that such holder has the right to receive pursuant to Section 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) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of 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 payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the reasonable satisfaction of Parent that such Tax either has been paid or is not required to be 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. (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 respect of the Fractional 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.

Procedures for Surrender. (i) Promptly following After the Effective Time, Parent shall, and shall cause the Surviving Entity to, cause the Exchange Agent to mail (and make available for collection by handx) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (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 letter of transmittal 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 Certificates (or affidavits of loss in lieu thereof) surrender to the Exchange Agent orof Lion Eligible Shares that are Certificates, in the case of Book-Entry Company Shares, upon adherence to the procedures set forth in the letter of transmittal and (B) instructions for effecting the by physical 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 such Certificate (or an affidavit of loss in lieu thereofof a Certificate, as provided in Section 2.8(f)) or Book-Entry Company Share for cancellation to the Exchange Agent, together with a duly completed and validly executed letter of transmittal in accordance with the terms of the Letter of Transmittal and accompanying instructions, (y) upon the transfer of Lion Eligible Shares that are Book-Entry Shares not held through DTC, in accordance with the terms of the Letter of Transmittal and accompanying instructions theretoor (z) upon the transfer of Lion Eligible Shares that are Book-Entry Shares held through DTC, and such other documents as may be reasonably required including by the Exchange Agentdelivery of an “agent’s message”, in accordance with DTC’s customary procedures, in each case, the holder of such Certificate or Book-Entry Company Share Lion Eligible Shares shall be entitled to receive in exchange therefor therefor, and the Exchange Agent shall be required to deliver to each such holder (subject to Section 2.8(e)), (A) the number of New Topco Shares (in book-entry form) in respect of the aggregate 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, if applicable, the Fractional Share Consideration that such holder is entitled to receive pursuant to Section 2.7 (after taking into account all Lion Eligible Shares then held by such holder), (B) any cash in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 4.62.8(g), and (C) as and when available, any amounts that Fractional Share Consideration which such holder has the right to receive in respect receive. (ii) No interest will be paid or accrued on any amount payable upon due surrender of dividends or other distributions on Parent Common the Lion Eligible Shares, and any Certificates formerly representing Lion Eligible 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 that 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 cancelledcancelled 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. (iii) If payment any portion of the Merger Consideration is to be made paid to a Person transferee other than the Person in whose name the surrendered Certificate (in the case of Lion Eligible Shares that are Certificates) is registered, it shall the proper number of New Topco Shares may be transferred by the Exchange Agent to such a condition precedent of payment that transferee only if (A) the Certificate so Certificates formerly representing such Lion Eligible Shares are surrendered shall be properly endorsed or shall be otherwise in proper form for transfer to the Exchange Agent, and (B) the Person requesting Certificates are accompanied by all documents required to evidence and effect such payment shall have paid any transfer and other similar to evidence that any applicable stock transfer Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the reasonable satisfaction of Parent that such Tax either has been paid or is are not required applicable, in each case, in form and substance reasonably satisfactory to be paidNew Topco and the Exchange Agent. 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. (iv) Until surrendered as contemplated by this Section 4.2. 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, each Certificate and Book-Entry Company Share it shall be deemed at a condition of such exchange that the Person requesting such delivery shall pay any time from and after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated transfer or other similar Taxes required by this Article IV, including any amount payable in respect reason of the Fractional Share Consideration in accordance with Section 4.6transfer of New Topco Shares to a Person other than the registered holder of any Lion Eligible Shares, 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 shall establish to the Effective Time which may have satisfaction of New Topco and the Exchange Agent that such Tax has been authorized by the Company and which remain unpaid at the Effective Timepaid or is not applicable.

Procedures for Surrender. (i) Promptly following As soon as reasonably practicable after the Effective TimeClosing, Parent ParentCo shall, and or shall cause the Surviving Entity to, cause the Exchange Agent to 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 shares of Company Common Stock Surge Unitholder: (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 (Ai) a letter of transmittal for use in customary formexchanging 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 to the Certificates shall pass, only upon delivery of the Certificates (or affidavits such letter of loss in lieu thereof) transmittal to the Exchange Agent oror such other agent as may be appointed by ParentCo (the “Letter of Transmittal”), in the case of Book-Entry Company Shares, upon adherence to the procedures set forth in the letter of transmittal and (Bii) instructions in customary form for effecting the surrender of the Certificates Surge Units (or affidavits of loss in lieu thereofother than Surge Cancelled Units) or Book-Entry Company Shares in exchange for payment of such Surge Unitholder’s portion of the Surge Closing Merger Consideration, including any amount payable in respect . Upon (i) surrender 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 Surge Units (other than the Cash Adjustment AmountSurge Cancelled Units) 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 affidavit of loss in lieu thereof) or Book-Entry Company Share for cancellation to the Exchange Agent, together with a duly completed and validly executed letter of transmittal in accordance with the instructions thereto, and Agent or to such other documents agent or agents as may be reasonably appointed by ParentCo, (ii) 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 appropriate IRS Form W-8 and any other documentation expressly required by its terms to be provided in connection with the Exchange AgentLetter of Transmittal, and (iv) if applicable pursuant to Section 4.16, the holder execution and delivery to ParentCo of such Certificate or Booka Lock-Entry Company Share Up Agreement, each Surge Unitholder shall be entitled to receive in exchange therefor such Surge Unitholder’s portion of the Surge Closing Merger Consideration for each share and percentage of Company Common Stock formerly represented by such Certificate or Book-Entry Company Share pursuant to the provisions of this Article IV and, if applicable, the Fractional Share Consideration that such holder has the right to receive Escrow Amount released pursuant to Section 4.61.7(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 any amounts that such holder has Escrow Amount released pursuant to Section 1.7(g) (if any) paid upon the right surrender for exchange of Surge Units pursuant to receive in respect of dividends or other distributions on Parent Common Shares in accordance with this Section 4.2(f1.7(c) less any required withholding of Taxes, plus any dividends or other distributions with a record date prior will be deemed to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Timepaid in full satisfaction of all rights pertaining to such Surge Units. Any Certificates (or affidavit of loss in lieu thereof) or Book-Entry Company Shares so surrendered shall be forthwith cancelled. (iii) If payment of the Surge Merger Consideration is to be made to a Person other than the Person in whose name the any surrendered Certificate Surge Units is registered, it shall will be a condition precedent of payment that (A) the Certificate Surge Units so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer transfer, and (B) the Person requesting such payment shall will have paid any transfer and other or similar Taxes required by reason of the payment of a Surge Unitholder’s portion of the Surge Closing Merger Consideration or percentage of the Escrow Amount released pursuant to Section 1.7(g) (if any) to a Person other than the registered holder of the Certificate Surge Unit so surrendered or shall will have established to the reasonable satisfaction of Parent the Exchange Agent that such Tax Taxes either has have been paid or is are not required to payable. Any other transfer or similar Taxes incurred in connection with the Mergers will be paid. Payment paid by ParentCo; provided, however, that any such Taxes that are solely the obligation of the Surge Blockers or their respective shareholders under applicable Merger Consideration with respect to Book-Entry Company Shares Law shall only be made to paid by the Person in whose name such Book-Entry Company Shares are registered. (iv) respective Surge Blockers or their shareholders, as applicable. Until surrendered as contemplated by this Section 4.2hereby, each Certificate and Book-Entry Company Share shall Surge Unit (other than Surge Cancelled Units) will be deemed at any time from and after the Combination Merger Effective Time to represent only the right to receive the applicable portion of the Surge Closing Merger Consideration as contemplated by this Article IV, including any amount payable in respect and percentage of the Fractional Share Consideration in accordance with Escrow Amount released pursuant to Section 4.6, any dividends or other distributions on Parent Common Shares in accordance with Section 4.2(f1.7(g) and any dividends or other distributions with a record date prior (if any) applicable to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Timesuch Surge Unit.