Common use of Surrender of Shares; Stock Transfer Books Clause in Contracts

Surrender of Shares; Stock Transfer Books. (a) As of ----------------------------------------- the Effective Time, Purchaser shall deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) to act as its paying agent (the "Paying ------ Agent"), for the benefit of the Holders, for payment in accordance with this ----- Article II, through the Paying Agent, cash in an amount equal to the sum of (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior to the Effective Time plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as the "Payment Fund"). The Paying Agent shall, pursuant to ------------ irrevocable instructions, deliver the cash contemplated to be paid pursuant to this Article II out of the Payment Fund. The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors Service, Inc. or Standard & Poor's Rating Services, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1 billion (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise).

Surrender of Shares; Stock Transfer Books. (a) As of ----------------------------------------- Prior to the Effective Time, Purchaser shall deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with designate a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) Company to act as its paying agent (the "Paying ------ Agent") in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a). Immediately prior to the Effective Time, for the benefit of the HoldersParent shall cause Surviving Corporation to have sufficient funds to deposit, for payment and shall cause Surviving Corporation to deposit in accordance trust with this ----- Article II, through the Paying Agent, cash in an the aggregate amount equal to the sum product of (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior to the Effective Time plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to the Effective Time (such cash being hereinafter referred other than Shares owned by Parent or Purchaser and Shares as to which dissenters' rights have been exercised as the "Payment Fund"). The Paying Agent shall, pursuant to ------------ irrevocable instructions, deliver the cash contemplated to be paid pursuant to this Article II out of the Payment FundEffective Time) and (ii) the Per Share Amount. The Payment Fund shall not be used for any other purpose. The Payment Fund Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors ServiceMoodx'x Xxxestors Services, Inc. or Standard & Poor's Rating ServicesCorporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1 billion 100 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise); provided, however, that no loss on any investment made pursuant to this Section 2.09 shall relieve Parent or the Surviving Corporation of its obligation to pay the Per Share Amount for each Share outstanding immediately prior to the Effective Time.

Surrender of Shares; Stock Transfer Books. (a) As of ----------------------------------------- Prior to the Effective Time, Purchaser shall deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with designate a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) to act as its paying agent (the "Paying ------ Agent"), ) who shall also act as agent for the benefit holders of Shares in connection with the Holders, for payment in accordance with this ----- Article II, through Merger to receive the Paying Agent, cash in an amount equal funds to the sum which holders of (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior Shares shall become entitled pursuant to the Effective Time plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as the "Payment Fund"Section 2.06(a). The Paying Agent shallPromptly upon receipt, pursuant to ------------ irrevocable instructions, deliver the cash contemplated to be paid pursuant to this Article II out of the Payment Fund. The Payment Fund shall not be used for any other purpose. The Payment Fund such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors ServiceMoodx'x Xxxestors Services, Inc. or Standard & Poor's Rating ServicesCorporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or 4 11 Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1 billion 500 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise).. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, after reduction for any required withholding Tax and such Certificate shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. 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 on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other 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 satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. (c) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. (e) Parent and/or the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts, if any, as Parent and/or the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent and/or the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Parent and/or the Surviving Corporation. ARTICLE III

Surrender of Shares; Stock Transfer Books. (a) As of ----------------------------------------- Prior to the Effective Time, Purchaser shall deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with designate a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) XETA to act as its paying agent (the "Paying ------ “Exchange Agent")”) for the holders of Common Shares in connection with the Merger to receive the Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 1.6. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the Holdersholders of Common Shares, for payment by the Exchange Agent in accordance with this ----- Article III, through the Paying Agent, cash in an amount equal necessary to pay to the sum holders of the Common Shares converted into the right to receive Merger Consideration (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior to the Effective Time plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as the "Payment “Exchange Fund"”). The Paying Agent shallExchange Agent, pursuant to ------------ irrevocable instructionsinstructions consistent with the terms of this Agreement, shall deliver the such cash contemplated to be paid pursuant to this Article II Section 1.6 out of the Payment Exchange Fund. The Payment , and the Exchange Fund shall not be used for any other purposepurpose whatsoever. The Payment Exchange Fund shall be invested by the Paying Exchange Agent as directed by the Surviving Corporation; provided, provided however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Xxxxx’x Investors ServiceServices, Inc. or Standard & Poor's Rating Services’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker's ’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1 billion 500 million (based on the most recent financial statements of such bank which are then publicly available at the SEC Securities and Exchange Commission (“SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, further, that no loss on any investment made pursuant to this Section 1.8 shall affect the Merger Consideration payable to the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders of XETA in the amount of any such losses.

Surrender of Shares; Stock Transfer Books. (a) As of ----------------------------------------- Prior to the Effective Time, Purchaser ACo shall deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with designate a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) TPC to act as its paying agent (the "Paying ------ AgentPAYING AGENT"), ) for the benefit holders of Shares in connection with the HoldersMerger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.6(a). Immediately prior to the Effective Time, for payment PHI shall cause ACo to have sufficient funds to deposit, and shall cause ACo to deposit in accordance trust with this ----- Article II, through the Paying Agent, cash in an the aggregate amount equal to the sum product of (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior to the Effective Time plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as other than Shares owned by PHI or ACo and Dissenting Shares) and (ii) the "Payment Fund")Per Share Amount. The Paying Agent shall, pursuant to ------------ irrevocable instructions, deliver the cash contemplated to be paid pursuant to this Article II out of the Payment Fund. The Payment Fund shall not be used for any other purpose. The Payment Fund Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided PROVIDED, HOWEVER, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors ServiceServices, Inc. or Standard & Poor's Rating ServicesCorporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1 billion 100 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise); PROVIDED, HOWEVER, that no loss on any investment made pursuant to this Section 2.9 shall relieve PHI or the Surviving Corporation of its obligation to pay the Per Share Amount for each Share outstanding immediately prior to the Effective Time.

Surrender of Shares; Stock Transfer Books. (a) As of ----------------------------------------- Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares to receive the funds to which holders of Shares shall become entitled pursuant to Section 3.06(a). Purchaser shall deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, deposited with the Paying Agent in a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) to act as its paying agent (the "Paying ------ Agent"), separate fund established for the benefit of the Holdersholders of Shares, for payment in accordance with this ----- Article IIIII, through the Paying Agent, cash in an amount equal to the sum of Agent (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior to the Effective Time plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as the "Payment Fund"), immediately available funds in amounts necessary to make the payments pursuant to Section 3.06(a) to holders of Shares (other than the Company or any Subsidiary or Parent, Purchaser or any other subsidiary of Parent, or holders of Dissenting Shares). The Paying Agent shall, pursuant to ------------ irrevocable instructions, deliver pay the cash contemplated to be paid pursuant to this Article II Merger Consideration out of the Payment Fund. The Paying Agent shall invest portions of the Payment Fund as Parent directs in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest investment grade rating from both Xxxxx'x Investors Services, Inc. and Standard & Poor's Corporation, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 (collectively, "Permitted Investments"); provided, however, that the maturities of Permitted Investments shall be such as to permit the Paying Agent to make prompt payment to former holders of the Shares entitled thereto as contemplated by this Section. All earnings on Permitted Investments shall be the sole and exclusive property of Parent and no part of the earnings shall accrue to the benefit of holders of Shares. If for any reason the Payment Fund is inadequate to pay the amounts to which holders of Shares shall be entitled, Parent and the Surviving Corporation shall in any event be liable for payment thereof. The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent purpose except as directed by the Surviving Corporation, expressly provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors Service, Inc. or Standard & Poor's Rating Services, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1 billion (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise)this Agreement.

Surrender of Shares; Stock Transfer Books. (a) As of ----------------------------------------- Prior to the Effective Time, Purchaser shall deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) designate Zions Bank to act as its paying agent (the "Paying ------ “Exchange Agent")”) in connection with the Merger and for the payment of the Total Cash Consideration. Prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the Holdersholders of shares of the Company Common Stock (including Restricted Shares), for payment in accordance with this ----- Article II, through the Paying AgentOptions and Warrants, cash in an amount or immediately available funds equal to the sum of (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior to the Effective Time plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to the Effective Time (such cash being hereinafter Total Cash Consideration. Such funds are referred to herein as the "Payment “Exchange Fund"). .” The Paying Agent shallExchange Agent, pursuant to ------------ irrevocable instructionsinstructions consistent with the terms of this Agreement, shall deliver the cash contemplated to be issued or paid pursuant to this Article II Section 1.6 and Section 1.7 out of the Payment Exchange Fund. The Payment , and the Exchange Fund shall not be used for any other purposepurpose whatsoever (except as otherwise set forth in this Section 1.9). The Payment funds in the Exchange Fund shall be invested by the Paying Exchange Agent as directed by the Surviving CorporationCompany; provided, provided however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Xxxxx’x Investors ServiceServices, Inc. or Standard & Poor's Rating Services’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker's ’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1 billion 100 million (based on the most recent financial statements of such bank which that are then publicly available at the SEC Securities and Exchange Commission (the “SEC”) or otherwise); and provided, further, that no loss on any investment made pursuant to this Section 1.9 shall affect the Total Cash Consideration payable as set forth herein, and following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the stockholders of the Company and holders of Options and Warrants in the amount of any such losses.

Surrender of Shares; Stock Transfer Books. (a) As of ----------------------------------------- Prior to the Effective Time, Purchaser shall deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with designate a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) INX to act as its paying agent (the "Paying ------ “Exchange Agent")”) for the holders of Common Shares in connection with the Merger to receive the Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 1.6. Prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the Holdersholders of Common Shares, for payment by the Exchange Agent in accordance with this ----- Article III, through the Paying Agent, cash in an amount equal necessary to pay to the sum holders of the Common Shares converted into the right to receive Merger Consideration (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior to the Effective Time plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as the "Payment “Exchange Fund"”). The Paying Agent shallExchange Agent, pursuant to ------------ irrevocable instructionsinstructions consistent with the terms of this Agreement, shall deliver the such cash contemplated to be paid pursuant to this Article II Section 1.6 out of the Payment Exchange Fund. The Payment , and the Exchange Fund shall not be used for any other purposepurpose whatsoever. The Payment Exchange Fund shall be invested by the Paying Exchange Agent as directed by the Surviving Corporation; provided, provided however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Xxxxx’x Investors ServiceServices, Inc. or Standard & Poor's Rating Services’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker's ’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, with commercial banks with capital, surplus and undivided profits aggregating in excess of $1 billion 500 million (based on the most recent financial statements of such bank which are then publicly available at the SEC Securities and Exchange Commission (“SEC”) or otherwise); provided, further, that no loss on any investment made pursuant to this Section 1.8 shall affect the Merger Consideration payable to the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the stockholders of INX in the amount of any such losses.

Surrender of Shares; Stock Transfer Books. (a) As of ----------------------------------------- Prior to the Effective Time, Purchaser Parent and Sub shall deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with designate a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) to act as its paying agent, which agent shall be reasonably acceptable to the Company (the "Paying ------ Agent"), for the benefit holders of Shares in connection with the HoldersMerger to receive the funds to which holders of Shares shall become entitled pursuant to Section 1.06(a), for payment in accordance and Sub or Parent shall deposit such funds with this ----- Article II, through the Paying Agent, cash in an amount equal to the sum of (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately Agent at or prior to the Effective Time plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as the "Payment Fund")Time. The Paying Agent shall, pursuant to ------------ irrevocable instructions, deliver the cash contemplated to be paid pursuant to this Article II out of the Payment Fund. The Payment Fund shall not be used for any other purpose. The Payment Fund Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors Moodx'x Xxxestors Service, Inc. or Standard & Poor's Rating ServicesCorporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1 billion (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise).. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation or Parent, as Parent directs. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 1.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. 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 on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other 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 satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. (c) At any time following the eighteenth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the Shares shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. 3 4 ARTICLE II

Surrender of Shares; Stock Transfer Books. (a) As of ----------------------------------------- the Effective Time, Purchaser shall deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) to act as its paying agent (the "Paying ------ Agent"), for the benefit of the Holders, for payment in accordance with this ----- Article II, through the Paying Agent, cash in an amount equal to the sum of (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior to the Effective Time plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as the "Payment Fund"). The Paying Agent shall, pursuant to ------------ irrevocable instructions, deliver the cash contemplated to be paid pursuant to this Article II out of the Payment Fund. The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Moody's Investors Service, Inc. or Standard & Poor's Rating ServicesServicex, respectivelyxxxxectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1 billion (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise).

Surrender of Shares; Stock Transfer Books. (a) As Before the consummation of ----------------------------------------- the Effective TimeMerger, (i) Purchaser shall deposit designate a bank or trust company reasonably acceptable to the Company to act as paying agent for the holders of Shares (the "Paying Agent") for the payment of ------------ the Merger Consideration, and (ii) Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), deposit or shall cause to be deposited, deposited with the Paying Agent in a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) to act as its paying agent (the "Paying ------ Agent"), separate fund established for the benefit of the Holdersholders of Shares, for payment in accordance with this ----- Article II, through the Paying Agent, cash in an amount equal to the sum of Agent (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior to the Effective Time plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as the "Payment Fund"), immediately available funds in ------------ amounts necessary to make the payments pursuant to the Merger to holders of Shares. The Paying Agent shall, pursuant to ------------ irrevocable instructions, deliver the cash contemplated to be paid pursuant to this Article II out shall invest portions of the Payment Fund. The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be Parent directs in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by receiving the highest investment grade rating from both Xxxxx'x Investors ServiceServices, Inc. or and Standard & Poor's Rating Services, respectivelyCorporation, or in deposit accounts, certificates of deposit deposit, bank repurchase agreements or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, of commercial banks with capitalcapital exceeding $1,000,000,000 (collectively, surplus and undivided profits aggregating "Permitted --------- Investments"); provided, however, that the maturities of Permitted Investments ----------- -------- ------- shall be such as to permit the Paying Agent to make prompt payment to former holders of Shares entitled thereto as contemplated by this Agreement. Parent shall cause the Payment Fund to be promptly replenished to the extent of any losses incurred as a result of Permitted Investments. If for any reason (including losses) such funds are inadequate to pay the amounts to which holders of Shares shall be entitled under this Agreement, Parent shall in excess any event be liable for payment thereof. Such funds deposited with the Paying Agent pursuant to this Section 2.3 shall not be used for any purpose except as expressly provided in this Agreement. From time to time at or after the Effective Time, Parent shall take all lawful action necessary to make the appropriate cash payments, if any, to holders of $1 billion (based on Dissenting Shares. Prior to the most recent financial statements Effective Time, Parent shall enter into appropriate commercial arrangements to ensure effectuation of such bank which are then publicly available at the SEC or otherwise)immediately preceding sentence.

Surrender of Shares; Stock Transfer Books. (a) As of ----------------------------------------- Prior to the Effective Time, Purchaser Acquiror Sub shall deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with designate a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) Company to act as its paying agent (the "“Paying ------ Agent"), ”) for the benefit holders of Shares in connection with the HoldersMerger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.01(a). At the Effective Time, for payment Acquiror shall cause the Surviving Corporation to have sufficient funds to deposit, and shall cause the Surviving Corporation to deposit in accordance trust with this ----- Article II, through the Paying Agent, cash in an the aggregate amount equal to the sum product of (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior to the Effective Time plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock Shares outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as other than Shares owned by Acquiror or Acquiror Sub) and (ii) the "Payment Fund")Merger Consideration. The Paying Agent shall, pursuant to ------------ irrevocable instructions, deliver the cash contemplated to be paid pursuant to this Article II out of the Payment Fund. The Payment Fund shall not be used for any other purpose. The Payment Fund Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Xxxxx’x Investors ServiceServices, Inc. or Standard & Poor's Rating Services’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker's ’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1 billion 100 million (based on the most recent financial statements of such bank which are then publicly available at the SEC Securities and Exchange Commission (the “SEC”) or otherwise); provided, however, that no loss on any investment made pursuant to this Section 2.03 shall relieve Acquiror or the Surviving Corporation of its obligation to pay the Merger Consideration for each Share outstanding immediately prior to the Effective Time.

Surrender of Shares; Stock Transfer Books. (a) As of ----------------------------------------- Prior to the Effective Time, Purchaser Acquiror Sub shall deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with designate a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) Target to act as its paying agent (the "Paying ------ Agent"), ) for the benefit holders of Shares in connection with the HoldersMerger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a). At the Effective Time, for payment Acquiror shall cause the Surviving Corporation to have sufficient funds to deposit, and shall cause the Surviving Corporation to deposit in accordance trust with this ----- Article II, through the Paying Agent, cash in an the aggregate amount equal to the sum product of (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior to the Effective Time plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock Shares outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as other than Shares owned by Acquiror or Acquiror Sub) and (ii) the "Payment Fund")Per Share Amount. The Paying Agent shall, pursuant to ------------ irrevocable instructions, deliver the cash contemplated to be paid pursuant to this Article II out of the Payment Fund. The Payment Fund shall not be used for any other purpose. The Payment Fund Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors ServiceMoodx'x Xxxestors Services, Inc. or Standard & Poor's Rating ServicesCorporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1 billion 150 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise); provided, however, that no loss on any investment made pursuant to this Section 2.09 shall relieve Acquiror or the Surviving Corporation of its obligation to pay the Per Share Amount for each Share outstanding immediately prior to the Effective Time.

Surrender of Shares; Stock Transfer Books. (a) As of ----------------------------------------- Prior to the Effective Time, Purchaser Purchasers shall deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with designate a bank or trust company designated by Parent (which bank or Purchaser (and trust company shall be reasonably satisfactory acceptable to the Company) to act as its paying agent (the "Paying ------ Agent"), ) for the benefit holders of Shares in connection with the Holders, for payment in accordance with this ----- Article II, through Merger to receive the Paying Agent, cash in an amount equal funds to the sum which holders of (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior Shares shall become entitled pursuant to the Effective Time plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as the "Payment Fund"Section 3.06(a). The Paying Agent shall, pursuant to ------------ irrevocable instructions, deliver the cash contemplated to be paid pursuant to this Article II out of the Payment Fund. The Payment Fund shall not be used for any other purpose. The Payment Fund Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors ServiceMoodx'x Xxxestors Services, Inc. or Standard & Poor's Rating ServicesCorporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1 1.0 billion (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise).. (b) Promptly after the Effective Time, the Surviving Corporation or the Company, as the case may be, shall cause to be mailed to each Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 3.06(a), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. 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 on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other 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 satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. (c) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. I-12 13 (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. ARTICLE IV

Surrender of Shares; Stock Transfer Books. (a) As of ----------------------------------------- Prior to the Effective Time, Purchaser Acquiror Sub shall deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with designate a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) Company to act as its paying agent (the "Paying ------ Agent"), ) for the benefit holders of Shares in connection with the HoldersMerger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.01(a). At the Effective Time, for payment Acquiror shall cause the Surviving Corporation to have sufficient funds to deposit, and shall cause the Surviving Corporation to deposit in accordance trust with this ----- Article II, through the Paying Agent, cash in an the aggregate amount equal to the sum product of (i) the Per Common Share Amount multiplied by the number of shares of Common Stock outstanding immediately prior to the Effective Time plus (ii) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock Shares outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as other than Shares owned by Acquiror or Acquiror Sub) and (ii) the "Payment Fund")Merger Consideration. The Paying Agent shall, pursuant to ------------ irrevocable instructions, deliver the cash contemplated to be paid pursuant to this Article II out of the Payment Fund. The Payment Fund shall not be used for any other purpose. The Payment Fund Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Xxxxx’x Investors ServiceServices, Inc. or Standard & Poor's Rating Services’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker's ’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1 billion 100 million (based on the most recent financial statements of such bank which are then publicly available at the SEC Securities and Exchange Commission (the "SEC") or otherwise); provided, however, that no loss on any investment made pursuant to this Section 2.03 shall relieve Acquiror or the Surviving Corporation of its obligation to pay the Merger Consideration for each Share outstanding immediately prior to the Effective Time.

Surrender of Shares; Stock Transfer Books. (a) As of ----------------------------------------- the Effective Time, Purchaser shall deposit (and Parent shall provide all necessary funds and otherwise cause Purchaser to deposit), or shall cause to be deposited, with a bank or trust company designated by Parent or Purchaser (and reasonably satisfactory to the Company) to act as its paying agent (the "Paying ------ Agent"), for the benefit of the Holdersholders of shares of Company Common Stock, for payment in accordance with this ----- Article II, through the Paying Agent, cash in an amount equal to the sum of (i) the Per Common Share Amount multiplied by the number of Shares (assuming the conversion of all issued and outstanding shares of Class B Common Stock outstanding immediately and Class C Common Stock into shares of Class A Common Stock prior to the Effective Time plus (iiTime) the Per Preferred ---- Share Amount multiplied by the number of shares of ESOP Preferred Stock outstanding immediately prior to the Effective Time (such cash being hereinafter referred to as the "Payment Fund"). The Paying Agent shall, pursuant to ------------ irrevocable instructions, deliver the cash contemplated to be paid pursuant to this Article II Sections 2.06(a) and 2.08 out of the Payment Fund. The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation, provided that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors Moodx'x Xxxestors Service, Inc. or Standard & Poor's Rating Services, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $1 billion 500 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. 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 on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other 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 satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable.