Common use of Transfers of Ownership Clause in Contracts

Transfers of Ownership. If certificates representing shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing for shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent ---------------------- Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent Sub or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, Certificate surrendered or have established to the satisfaction of Parent Sub or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent ---------------------- Common Stock are is to be issued in a name other than that in which the Certificates certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing shares of ---------------------- Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have (i) paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or (ii) established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any shares of Parent Common Stock are to be issued in a name other than that in which the Certificates Company Stock Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Company Stock Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent Person designated by it any transfer or other taxes required by reason of the issuance of certificates representing the shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Company Stock Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued pursuant to the Merger in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent ---------------------- Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Company Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Company Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Company Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the reasonable satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Transfers of Ownership. If certificates any certificate representing shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to the Exchange Agent, Parent or any other agent designated by it Parent, as applicable, any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of the Exchange Agent, Parent or any other agent designated by it Parent, as applicable, that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing for shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing for shares of Parent Common Stock in any name other than that of the registered holder holders of the Certificates surrendered, or established to the reasonable satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Company Stock Certificate surrendered in exchange therefor are registered, is registered it will be a condition of the issuance or delivery thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.. (f)

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of to the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or have established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of ---------------------- Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates any certificate representing shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that the name in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that (i) the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any a name other than that the name of the registered holder of the Certificates surrendered, Certificate surrendered or (ii) established to the satisfaction of Parent Parent, or any agent designated by it Parent, that such tax Tax has been paid or is not payableapplicable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that the name in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that (i) the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and accompanied by all other documents required to evidence and effect such transfer and (ii) either (x) that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any a name other than that the name of the registered holder of the Certificates surrendered, Certificate surrendered or (y) established to the satisfaction of Parent Parent, or any agent designated by it Parent, that such tax Tax has been paid or is not payableapplicable.

Transfers of Ownership. If certificates representing shares of any certificate for Parent Common Stock are Shares is to be issued in a name other than that in which the Certificates Company Stock Certificate surrendered in exchange therefor are is registered, it Parent will not be a condition of required to issue such Parent Common Shares until (i) the issuance thereof that the Certificates Company Stock Certificate so surrendered will be has been properly endorsed and is otherwise in proper form for transfer and that (ii) the persons Person requesting such exchange will have has paid to Parent or any agent designated by it designates any transfer or other taxes Taxes required by reason because of the issuance of certificates representing shares of a certificate for Parent Common Stock Shares in any name other than that of the registered holder of the Certificates Company Stock Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it designates that such tax Tax has been paid or is not payable.

Transfers of Ownership. If certificates representing shares of Parent Common Series A Preferred Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Series A Preferred Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the reasonable satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance and/or delivery thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of to the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise be in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or will have established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or will have established to the satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Transfers of Ownership. If certificates representing shares of ---------------------- Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have (i) paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or (ii) established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the reasonable satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued pursuant to the Merger in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or that it be established to the satisfaction of Parent or any such agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates any certificate representing shares of Parent Common Stock are Shares is to be issued in a name other than that in which the Certificates Company Stock Certificate surrendered in exchange therefor are is registered, it will shall be a condition of the issuance thereof that the Certificates Company Stock Certificate so surrendered will be has been properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have has paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock capital stock in any name other than that of the registered holder of the Certificates Company Stock Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it Parent that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent Parent, or any agent designated by it it, any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Transfers of Ownership. If certificates representing shares of Parent Common Stock and Merger Warrants are to be issued in a name other than that in which the Company Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Company Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Company Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates surrendered in exchange therefor are Certificate is registered, it will be a condition of the issuance thereof that (i) the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that (ii) the persons Person requesting such exchange will have paid to the Exchange Agent, Parent or any other agent designated by it Parent, as applicable, any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of the Exchange Agent, Parent or any other agent designated by it Parent, as applicable, that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Company Certificate surrendered in exchange therefor are is registered, it will be a condition of to the issuance thereof that the Certificates Company Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Company Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing for shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to the Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of the Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing for shares of Parent Common Stock and Contingent Value Rights are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing for shares of Parent Common Stock and any Contingent Value Rights in any name other than that of the registered holder holders of the Certificates surrendered, or established to the reasonable satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are Shares is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent person designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock Shares in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.. (e)

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent person designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing for shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of the cash and certificates representing for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing for shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor therefore are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing shares of Parent Common Stock are to be issued in a name other than that in which the Certificates Company Instruments surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates Company Instruments so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Company Instruments surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Company Stock Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Company Common Stock so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it the Exchange Agent any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Company Common Stock surrendered, or established to the satisfaction of Parent or any agent designated by it the Exchange Agent that such tax has been paid or is not payable, and shall provide such written assurances regarding federal and state securities law compliance as the Parent or the Exchange Agent may reasonably request.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are to be issued in pursuant to this Agreement to a name Person other than that in which the Certificates Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor are registeredtherefor, it will be a condition of the issuance or delivery thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required under applicable law by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Transfers of Ownership. If certificates representing for shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor therefore are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to the Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of the Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent ---------------------- Common Stock are is to be issued by the Exchange Agent in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock a check in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Company Stock Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Company Stock Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Company Stock Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing for shares of Parent ---------------------- Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing for shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor therefore are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Persons requesting such exchange will have paid to Parent or any agent designated by it it, any transfer or other taxes and any fees payable to the Parent's stock transfer agent, required by reason of the issuance of certificates representing for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are or Parent Preferred Stock is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent person designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock or Parent Preferred Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued pursuant to the Merger in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Transfers of Ownership. If certificates representing shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have (i) paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or (ii) established to the reasonable satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for Parent Warrants or shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be endorsed properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it its designee any transfer or other taxes tax required by reason of the issuance of certificates representing a certificate for Parent Warrants or shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the reasonable satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.. (f)

Transfers of Ownership. If certificates representing any certificate for shares of Parent ---------------------- Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of to the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or have established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have (i) paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or (ii) established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing shares of Parent Common Stock are to be issued in a name other than that in which the Company Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Company Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Company Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing for shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing for shares of Parent Common Stock in any name other than that of the registered holder holders of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Preferred Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent person designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Preferred Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent person designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any shares of Parent Common Stock are to be issued in a name other than that in which the Certificates Company Stock Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Company Stock Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent Person designated by it any transfer or other taxes Taxes required by reason of the issuance of certificates representing the shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Company Stock Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent Company or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing shares of Parent Common Stock are any certificate for Shares is to be issued in a name other than that in which the Certificates certificate for Company common stock surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock a certificate for Shares in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are to be issued in pursuant to this Agreement to a name Person other than that in which the Certificates Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor are registeredtherefor, it will be a condition of the issuance or delivery thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required under applicable law by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.. (f)

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates certificate surrendered in exchange therefor are therefore is registered, it will be a condition of the issuance thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

Transfers of Ownership. If certificates representing Subject to Section 1.9(b) and Section 1.9(c), if any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common ---------------------- Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are therefore is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to the Exchange Agent, Parent or any other agent designated by it Parent, as applicable, any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of the Exchange Agent, Parent or any other agent designated by it Parent, as applicable, that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have (i) paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or (ii) established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.. ___________ ___________

Transfers of Ownership. If certificates representing any certificate for shares of Parent Class B Common Stock are is to be issued pursuant to the Merger in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Class B Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or that it be established to the satisfaction of Parent or any such agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Stock Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance and/or delivery thereof that the Certificates Stock Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Stock Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that the name in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that (i) the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any a name other than that the name of the registered holder of the Certificates Certificate surrendered, or (ii) established to the satisfaction of Parent Parent, or any agent designated by it Parent, that such tax Tax has been paid or is not payableapplicable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued and any Cash Consideration is to be paid is in a name other than that in which the Certificates certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock and any payment of any Cash Consideration in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates any certificate representing shares of ------------------------- Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are therefore is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.. W02-SD:6AFP1\51393538 -9- Agreement and Plan of Merger 09EY-117690 PAGE

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued by the Exchange Agent in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof of the shares of Parent Common Stock that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock a check in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in and any Cash Consideration is to be paid to a name other than that in which the Certificates certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock and any payment of any Cash Consideration in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates any certificate representing shares of ---------------------- Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any stock certificate for shares of the Parent Common Stock are is to be issued pursuant to the Merger in a name other than that in which the Certificates a Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of the Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common ---------------------- Stock are or any Warrant is to be issued in a name other than that in which the Certificates certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock or a Warrant in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of the ---------------------- Parent Common Stock are is to be issued pursuant to the Merger in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to the Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of the Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of the Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Preferred Stock are is to be issued in a name other than that in which the Certificates certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Preferred Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates certificate surrendered in exchange therefor are is registered, it will be a condition of to the issuance thereof that the Certificates certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.. 8

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Company Stock Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Company Stock Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent Person designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Company Stock Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are therefore is registered, it will be a condition of to the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or have established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent ---------------------- Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent Parent, or any agent designated by it the Exchange Agent, any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it the Exchange Agent that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any Certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent ---------------------- Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be have been properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates representing any certificate for shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will shall be a condition of the issuance thereof that the Certificates Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates any certificate representing shares of Parent Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of -4- 9 certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.