Common use of Surrender of Certificates Clause in Contracts

Surrender of Certificates. (a) Prior to the Effective Time, the Parent shall designate a bank or trust company located in the United States to act as paying agent (the “Paying Agent”) to receive funds in trust in order to make the payments contemplated by Sections 2.2(a) and 2.7. As soon as practicable after the Effective Time, the Parent shall cause the Paying Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Shares) a notice and letter of transmittal in customary form advising such record holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding Common Stock (the “Certificates”) in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article II. Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Parent shall cause (i) the Paying Agent to promptly pay to the Person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust in book entry form for each share of Common Stock represented by such Certificates. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article II. No interest shall be paid or accrued in respect of such cash payments.

Surrender of Certificates. (a) Prior to the Effective ------------------------- Time, the Parent shall designate a bank or trust company located in the United States to act as paying agent which shall be reasonably satisfactory to the Company (the “"Paying Agent”") to receive funds in trust in order to make the ------------ payments contemplated by Sections 2.2(a) and 2.7Section 3.2(a). As soon as practicable after the Effective Time, the Parent shall cause the Paying Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Sharesthose which are held by any wholly-owned Subsidiary of the Company or in the treasury of the Company or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub)) a notice and letter of transmittal in customary form advising such record holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding Common Stock (the “"Certificates”") in exchange for ------------ the Merger Consideration deliverable in respect thereof pursuant to this Article IIIII. Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Parent shall cause (i) the Paying Agent to shall promptly pay to the Person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust in book entry form for each share of Common Stock represented by such Certificates. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article IIIII. No interest shall be paid or accrued in respect of such cash payments.

Surrender of Certificates. (a) Prior to the Effective Time, the Parent Buyer shall designate a bank or trust company located in the United States and reasonably acceptable to the Company to act as paying agent (the “"Paying Agent”") to receive funds in trust in order to make the payments contemplated by Sections 2.2(a) and 2.7Section 3.2(a). As soon as practicable after the Effective Time, the Parent Buyer shall cause the Paying Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Sharesthose that are held (i) by any wholly-owned Subsidiary of the Company or in the treasury of the Company or (ii) directly or indirectly by Buyer or any direct or indirect Subsidiary of Buyer (including Acquisition)) (the "Certificates") a notice and letter of transmittal in customary form advising such record holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate Certificate or certificates Certificates which immediately prior to the Effective Time represented outstanding Common Stock (the “Certificates”) in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article IIIII. Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Parent shall cause (i) the Paying Agent to shall promptly pay to the Person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust in book entry form for each share of Common Stock represented by such Certificates. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article IIIII. No interest shall be paid or accrued in respect of such cash payments.

Surrender of Certificates. (a) Prior Concurrently with or prior to the Effective Time, the Parent shall designate a bank or trust company located in the United States and reasonably acceptable to the Company to act as paying agent (the “"Paying Agent”") to receive funds in trust in order to make for purposes of making the cash payments contemplated by Sections 2.2(a) and 2.7Section 2.06(a). As soon as practicable after the Effective Time, the Parent shall or shall cause the Paying Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Shares) a notice and letter of transmittal in customary form advising such record holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding Common Stock (the “"Certificates”") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article II. Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Parent shall cause (i) the Paying Agent to shall promptly pay to the Person (as defined in Section 7.14 hereof) entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust deliverable in book entry form for each share of Common Stock represented by such Certificatesrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article II. No interest shall be paid or accrued in respect of such cash payments.

Surrender of Certificates. (a) Prior Concurrently with or prior to ------------------------- the Effective Time, the Parent shall designate a bank or trust company located in the United States and reasonably acceptable to the Company to act as paying agent (the “"Paying Agent”") to receive funds in trust in order to make for purposes of making the cash payments contemplated by Sections 2.2(a) and 2.7hereby. As soon as practicable after the Effective Time, the Parent shall or shall cause the Paying Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Sharesthose which are held by any Subsidiary of the Company or in the treasury of the Company or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub)) a notice and letter of transmittal in customary form advising such record holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding Common Stock (the “"Certificates”") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article II. Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Parent shall cause (i) the Paying Agent to shall promptly pay to the Person (as defined in Section 6.14 hereof) entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust deliverable in book entry form for each share of Common Stock represented by such Certificatesrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article II. No interest shall be paid or accrued in respect of such cash payments.

Surrender of Certificates. (a) Prior to the Effective Time, the Parent shall designate a bank or trust company located in the United States to act as paying agent (the “Paying Agent”) to receive funds in trust in order to make the payments contemplated by Sections 2.2(a) and 2.7. As soon as practicable Promptly after the Effective Time, the Parent Purchaser shall cause the Paying Agent to mail and/or make available be mailed to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Shares) a notice and letter of transmittal in customary form advising such record holder holder, as of the effectiveness Effective Time, of the Merger and the procedure for surrendering to the Paying Agent such an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding Ocwen Common Stock Shares (the “"Certificates”"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in exchange effecting the surrender of the Certificates for issuance of the Merger Consideration deliverable in respect thereof pursuant to this Article IItherefor. Upon the surrender for cancellation to the Paying Exchange Agent of such Certificatesa Certificate, together with a such letter of transmittal, duly completed and validly executed and completed in accordance with the instructions thereonthereto, and any such other items specified by the letter of transmittaldocuments as may be required pursuant to such instructions, the Parent holder of such Certificate shall cause (i) be entitled to receive in exchange therefor the Paying Agent to promptly pay to the Person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of for each Ocwen Common Stock Share formerly represented by such CertificatesCertificate, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust in book entry form for each share of Common Stock represented by such Certificates. Until so surrendered, each Certificate shall then be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article IIcancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. If the Merger Consideration is to be issued to a person other than the person in respect whose name the surrendered Certificate is registered, it shall be a condition of issuance that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such cash paymentspayment shall have paid any transfer and other taxes required by reason of the issuance of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of Surviving Corporation that such tax either has been paid or is not applicable.

Surrender of Certificates. (a) Prior to the Effective Time, the Parent ------------------------- Pathmark shall designate a bank or trust company located in the United States to act as paying agent (the “"Paying Agent”") to receive funds in trust in order to make for purposes of making the cash payments contemplated by Sections 2.2(a) and 2.7hereby. As soon as practicable after the Effective Time, the Parent Pathmark shall cause the Paying Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common SMGH Preferred Stock (other than Excluded Sharesthose which are held by any subsidiary of SMGH or in the treasury of SMGH or which are held directly or indirectly by Parent or any direct or indirect subsidiary (including Pathmark) of Parent) a notice and letter of transmittal in customary form advising such record holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding Common SMGH Preferred Stock (the “"Certificates”") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article II. I. Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Parent shall cause (i) the Paying Agent to shall promptly pay to the Person person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust deliverable in book entry form for each share of Common Stock represented by such Certificatesrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article II. I. No interest shall be paid or accrued in respect of such cash payments.. Exhibit 2 --------- to Agreement and Plan of Merger -------------------------------

Surrender of Certificates. (a) Prior to the Effective Time, the Parent shall designate a bank or trust company located in the United States to act as paying agent (the “Paying Agent”) to receive funds in trust in order to make the payments contemplated by Sections 2.2(a) and 2.7. As soon as practicable after the Effective Time, the Parent Purchaser shall cause the Paying Exchange Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Shares) a notice and letter of transmittal in customary form advising such record holder as of the effectiveness Effective Time of the Merger and the procedure for surrendering to the Paying Agent such an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding Seller Common Stock (the “"Certificates”"), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in exchange effecting the surrender of the Certificates for the Merger Consideration deliverable in respect thereof pursuant to this Article IIconversion thereof, which letter of transmittal shall comply with all applicable rules of Nasdaq. Upon the surrender for cancellation to the Paying Exchange Agent of such Certificatesthe Certificates at the Closing or thereafter, together with a such letter of transmittaltransmittal duly executed, duly the holder of such Certificates shall be entitled to receive at the Closing or promptly after such surrender if after the Closing in exchange therefor one or more certificates as requested by the holder (properly issued, executed and completed counter-signed, as appropriate) representing that number of whole shares of Purchaser Common Stock to which such holder of Seller Common Stock shall have become entitled pursuant to the provisions of Section 2.1 and the Certificates so surrendered shall forthwith be canceled. From the Effective Time until surrender in accordance with the instructions thereon, and any other items specified by the letter provisions of transmittal, the Parent shall cause (i) the Paying Agent to promptly pay to the Person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust in book entry form for each share of Common Stock represented by such Certificates. Until so surrenderedthis Section 2.7, each Certificate (other than Certificates representing treasury shares) shall be deemed, represent for all corporate purposes, to evidence purposes only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article IIConsideration. No interest shall be paid or accrued All payments in respect of Seller Common Stock that are made in accordance with the terms hereof shall be deemed to have been made in full satisfaction of all rights pertaining to such cash paymentssecurities.

Surrender of Certificates. (a) Prior to the Effective Time, the Parent shall designate a bank or trust company located in the United States to act as paying agent (the “Paying Agent”) to receive funds in trust in order to make the payments contemplated by Sections 2.2(a) and 2.7. As soon as practicable after the Effective TimeTime (but no later than the third business day following the Closing), the Parent Acquiror shall send or cause the Paying Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Shares) be sent a notice and letter of transmittal in customary form to each holder of a certificate or certificates, representing Target Stock (the "Certificates") (other than those representing Dissenting Shares), advising such record holder of the effectiveness of the Merger and the procedure for surrendering of such Certificate for exchange into the Merger Consideration payable in respect of the Target Stock represented thereby. Each Shareholder, upon surrender of each of his or her Certificates, together with a duly executed copy of a letter of transmittal together with any reasonable supporting documentation requested by Acquiror (including tax identification number), shall be entitled to receive the Merger Consideration with respect to the Paying Agent Target Stock represented by such certificate Certificate or certificates which Certificates in accordance with the provisions of this Article II net of any applicable withholding less the pro rata amount of the Escrow Amount. The portion of the Escrow Amount contributed on behalf of each Shareholder shall be in proportion to the aggregate number of shares of Acquiror Common Stock each such Shareholder would otherwise be entitled to receive in the Merger as compared to the total number of shares of Acquiror Common Stock to be issued to Shareholders pursuant to Section 2.4 above by virtue of ownership of outstanding shares of Target Stock immediately prior to the Effective Time represented outstanding Common Stock (the “Certificates”) in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article II. Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Parent shall cause (i) the Paying Agent to promptly pay to the Person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust in book entry form for each share of Common Stock represented by such CertificatesTime. Until so surrendered, each Certificate shall be deemed, deemed for all corporate purposes, purposes to evidence only the right to receive upon such surrender that number of shares of Acquiror Common Stock equal to the Merger Consideration deliverable in respect thereof to which number of shares of Target Common Stock represented by such Person is entitled pursuant to this Article II. No interest shall be paid or accrued in respect Certificate (assuming conversion of such cash paymentsTarget Preferred Stock) multiplied by the Exchange Ratio.

Surrender of Certificates. (a) Prior to the Effective Time, the Parent shall designate a bank or trust company located in the United States which shall be reasonably satisfactory to the Company to act as paying agent (the “"Paying Agent”") to receive funds in trust in order to make the payments contemplated by Sections 2.2(a) and 2.7Section 3.2(a). As soon as practicable after the Effective Time, the Parent shall cause the Paying Agent to mail and/or make available to each record holder of a certificate theretofore evidencing representing shares of Common Stock (and the associated Rights) (other than Excluded Sharesthose which are held by any wholly-owned Subsidiary of the Company, or which are held directly or indirectly by Parent or any direct or indirect Subsidiary of Parent (including Sub)) a notice and letter of transmittal in customary form advising such record holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Common Stock (and the “associated Rights) (the "Certificates”") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article IIIII. Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items reasonably required by the Paying Agent or Parent and specified by the letter of transmittal, the Parent shall cause (i) the Paying Agent to shall promptly pay to the Person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, (and (iithe associated Rights) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust in book entry form for each share of Common Stock represented by such Certificates. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article IIIII. No interest shall be paid or accrued in respect of such cash payments.

Surrender of Certificates. (a) Prior From and after the Effective Time, a bank or trust company to be designated by Parent, with the prior approval of the Company (the "Exchange Agent"), shall act as exchange agent in effecting the exchange, for the Merger Consideration multiplied by the number of Shares formerly represented thereby, of certificates (the "Certificates") that, prior to the Effective Time, the Parent shall designate a bank or trust company located in the United States represented Shares entitled to act as paying agent (the “Paying Agent”) payment pursuant to receive funds in trust in order to make the payments contemplated by Sections 2.2(a) and 2.7Section 2.1. As soon as practicable after of the Effective Time, Parent shall, on behalf of Purchaser, deposit with the Parent shall cause Exchange Agent, for the Paying Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Shares) a notice and letter of transmittal in customary form advising such record holder benefit of the effectiveness holders of Shares (excluding any Shares described in Section 2.1(b)), for the payment in accordance with this Article II, through the Exchange Agent, cash in an amount equal to the Merger and Consideration multiplied by the procedure for surrendering to the Paying Agent such certificate or certificates which number of outstanding Shares immediately prior to the Effective Time represented outstanding Common Stock (excluding any Shares described in Section 2.1(b)) (such cash being hereinafter referred to as the “Certificates”) in exchange for "Payment Fund"). Parent shall cause the Merger Consideration deliverable in respect thereof Paying Agent, pursuant to this Article IIirrevocable instructions, to deliver the cash contemplated to be paid pursuant to Section 2.1(a) out of the Payment Fund. The Payment Fund shall not be used for any other purpose. Upon the surrender for cancellation to of each Certificate and the Paying delivery by the Exchange Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Parent shall cause (i) the Paying Agent to promptly pay to the Person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by in exchange therefor, such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust in book entry form for each share of Common Stock represented by such CertificatesCertificate shall forthwith be cancelled. Until so surrenderedsurrendered and exchanged, each such Certificate (other than Certificates representing Shares held by Parent, Purchaser or the Company or any direct or indirect subsidiary of Parent, Purchaser or the Company) shall be deemed, for all corporate purposes, to evidence only represent solely the right to receive upon such surrender the Merger Consideration deliverable in respect thereof applicable to which the Shares represented by such Person is entitled pursuant to this Article IICertificate multiplied by the number of Shares represented by such Certificate. No interest shall be paid or accrued in respect shall accrue on any amount payable on and after the Effective Time by reason of the Merger upon the surrender of any such Certificate. Upon the surrender and exchange of such cash paymentsan outstanding Certificate, the holder shall receive the Merger Consideration applicable to the Shares represented thereby, without any interest thereon. If the Merger Consideration is to be paid to a person other than the person in whose name the Certificate representing Shares surrendered in exchange therefor is registered, it shall be a condition to such payment or exchange that such Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer, and that the person requesting such payment or exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of such Merger Consideration to a person other than the registered holder of the Certificate surrendered, or such person shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any Merger Consideration or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Surrender of Certificates. (a) Prior to the Effective Time, the Parent shall designate a bank or trust company located in the United States to act as paying agent (the “"Paying Agent”") for the stockholders of the Company in connection with the Merger to receive funds in trust in order funds to make the payments contemplated by Sections 2.2(a) and 2.7Section 3.2. As soon as practicable after the Effective Time, the Parent shall cause the Paying Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Sharesthose which are held by any Subsidiary of the Company or in the treasury of the Company or which are held directly or indirectly by Parent or any direct or indirect Subsidiary of Parent (including Sub)) a notice and letter of transmittal in customary form advising such record holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding Common Stock (the “"Certificates”") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article IIIII. Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Parent shall cause (i) the Paying Agent to shall promptly pay to the Person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust deliverable in book entry form for each share of Common Stock represented by such Certificatesrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article IIIII. No interest shall be paid or accrued in respect of such cash payments.

Surrender of Certificates. (a) Prior to the Effective Time, the Parent shall designate a bank or trust company located in the United States use all commercially reasonable efforts to act as paying agent (the “Paying Agent”) to receive funds in trust in order to make the payments contemplated by Sections 2.2(a) and 2.7. As soon as practicable after the Effective Time, the Parent shall cause the Paying Exchange Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Shares) a notice and letter of transmittal in customary form advising such record holder as of the effectiveness Effective Time of the Merger and the procedure for surrendering to the Paying Agent such an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding Company Common Stock (the “Certificates”"CERTIFICATES"), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates for conversion thereof, which letter of transmittal shall comply with all Applicable Laws and rules of The Nasdaq Stock Market, Inc. ("NASDAQ"). Company shall promptly deliver to the Company Stockholders and shall use all commercially reasonable efforts to cause each Company Stockholder to execute and deliver to Parent and Merger Sub at or prior to the Closing a certificate in substantially the form of Exhibit 2.3 attached hereto, subject to such changes as Parent may approve. Upon surrender to the Exchange Agent of the Certificates at the Closing or thereafter, together with such letter of transmittal duly executed, the holder of such Certificates shall be entitled to receive at the Closing (or promptly after such surrender if after the Closing) in exchange for therefor, one or more certificates as requested by the Merger Consideration deliverable in respect thereof holder (properly issued, executed and countersigned, as appropriate) representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock shall have become entitled pursuant to this Article IIthe provisions of Section 2.1 and Certificates so surrendered shall forthwith be canceled. Upon From the Effective Time until surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter provisions of transmittal, the Parent shall cause (i) the Paying Agent to promptly pay to the Person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust in book entry form for each share of Common Stock represented by such Certificates. Until so surrenderedthis Section 2.3, each Certificate (other than Certificates representing treasury shares) shall be deemed, represent for all corporate purposes, to evidence purposes only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article IIConsideration. No interest shall be paid or accrued All payments in respect of Company Common Stock that are made in accordance with the terms hereof shall be deemed to have been made in full satisfaction of all rights pertaining to such cash paymentssecurities.

Surrender of Certificates. (a) Prior to After the Effective TimeTime of the Merger, the Parent shall designate a bank or trust company located in the United States to act as paying agent (the “Paying Agent”) to receive funds in trust in order to make the payments contemplated by Sections 2.2(a) and 2.7. As soon as practicable after the Effective Time, the Parent shall cause the Paying Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Shares) a notice and letter of transmittal in customary form advising such record holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding theretofore representing shares of Company Common Stock converted pursuant to Section 1.4(b) hereof (the “"Company Common Stock Certificates”) "), upon surrender thereof to Purchaser as provided herein, shall be entitled to receive in exchange for therefor the Merger Consideration deliverable amounts provided in respect thereof pursuant to this Article II. Upon the surrender for cancellation to the Paying Agent of such CertificatesSection 1.4(b), together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Parent shall cause (i) the Paying Agent to promptly pay to the Person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust in book entry form for each share of Common Stock represented by such Certificateswithout interest. Until so surrendered, each outstanding Company Common Stock Certificate shall be deemed, deemed for all corporate purposespurposes to represent the Cash Conversion Amounts for the shares represented by the Certificate. To surrender a certificate, a holder must deliver the certificate (or an Affidavit and Indemnity with respect to evidence only Lost, Stolen or Destroyed Stock Certificates in the right form attached as Schedule 1.4(c)-1) to the Escrow Agent, who will receive upon certain of the payments made by Purchaser at Closing and then distribute such payments to the Stockholders as otherwise specified herein (in such capacity, the Escrow Agent is referred to as the "Paying Agent" herein), and with any certificate must deliver a transfer letter in the form attached as Schedule 1.4(c)-2 under which such holder will warrant good and marketable title thereto, free and clear of all claims, liens, security interests, restrictions and encumbrances. Upon such surrender the Merger Consideration deliverable in respect thereof to which and exchange of such Person is entitled pursuant to this Article II. No interest Company Common Stock Certificates there shall be paid to the record holders thereof the Common Cash Conversion Amount for the shares of Company Common Stock, except that the amounts of any Escrow Distribution shall be paid when and if to the extent that Escrow Distributions are made. Whether or accrued not a Company Common Stock Certificate is surrendered, from and after the Effective Time of the Merger, such Certificate shall under no circumstances evidence, represent or otherwise constitute any stock or other interest whatsoever in respect of such cash paymentsthe Company, the Surviving Corporation or any other person, firm or corporation.

Surrender of Certificates. (a) Prior Concurrently with or prior to the Effective Time, the Parent shall designate a bank or trust company located in the United States and reasonably acceptable to the Company to act as paying agent (the “"Paying Agent”") to receive funds in trust in order to make for purposes of making the cash payments contemplated by Sections 2.2(a) and 2.7hereby. As soon as practicable after the Effective Time, the Sub shall (and if necessary Parent shall cause Sub to) cause the Paying Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Sharesthose which are held by any subsidiary of the Company or in the treasury of the Company or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub)) a notice and letter Letter of transmittal in customary form Transmittal advising such record holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding Common Stock (the “"Certificates”") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article II. Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter Letter of transmittalTransmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter Letter of transmittalTransmittal, the Parent shall cause (i) the Paying Agent to shall promptly pay to the Person (as defined in Section 7.14 hereof) entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust deliverable in book entry form for each share of Common Stock represented by such Certificatesrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article II. No interest shall be paid or accrued in respect of such cash payments.

Surrender of Certificates. (a) Prior From and after the Effective Time, a bank or trust company to be designated by Parent, with the prior approval of the Company (the "Exchange Agent"), shall act as exchange agent in effecting the exchange, for the Merger Consideration multiplied by the number of Shares formerly represented thereby, of certificates (the "Certificates") that, prior to the Effective Time, represented Shares entitled to payment pursuant to Section 2.1. As of the Effective Time, Parent shall, on behalf of Purchaser, deposit with the Exchange Agent, for the benefit of the holders of Shares (excluding any Shares described in Section 2.1(b)), for the payment in accordance with this Article II, through the Exchange Agent, cash in an amount equal to the Merger Consideration multiplied by the number of outstanding Shares immediately prior to the Effective Time (excluding any Shares described in Section 2.1(b)) (such cash being hereinafter referred to as the "Payment Fund"). Parent shall designate a bank or trust company located in cause the United States to act as paying agent (the “Paying Agent”, pursuant to irrevocable instructions, to deliver the cash contemplated to be paid pursuant to Section 2.1(a) out of the Payment Fund. The Payment Fund shall not be used for any other purpose. Upon the surrender of each Certificate and the delivery by the Exchange Agent of the Merger Consideration in exchange therefor, such Certificate shall forthwith be cancelled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Shares held by Parent, Purchaser or the Company or any direct or indirect subsidiary of Parent, Purchaser or the Company) shall represent solely the right to receive funds the Merger Consideration applicable to the Shares represented by such Certificate multiplied by the number of Shares represented by such Certificate. No interest shall be paid or shall accrue on any amount payable on and after the Effective Time by reason of the Merger upon the surrender of any such Certificate. Upon the surrender and exchange of such an outstanding Certificate, the holder shall receive the Merger Consideration applicable to the Shares represented thereby, without any interest thereon. If the Merger Consideration is to be paid to a person other than the person in trust whose name the Certificate representing Shares surrendered in order exchange therefor is registered, it shall be a condition to make such payment or exchange that such Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer, and that the payments contemplated person requesting such payment or exchange shall pay to the Exchange Agent any transfer or other taxes required by Sections 2.2(areason of the payment of such Merger Consideration to a person other than the registered holder of the Certificate surrendered, or such person shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any Merger Consideration or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (b) Promptly following the date of the first anniversary of the Effective Time, the Exchange Agent shall return to the Surviving Corporation all cash in its possession relating to the transactions described in this Agreement, and 2.7the Exchange Agent's duties shall terminate. As soon as practicable Thereafter, each holder of a Certificate formerly representing Shares may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat or similar laws) receive in exchange therefor the Merger Consideration applicable to the Shares represented thereby, without any interest thereon, but shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable law. (c) Promptly after the Effective Time, the Parent Exchange Agent shall cause the Paying Agent to mail and/or make available mail, to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Shares) a notice and letter of transmittal in customary form advising such record holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which Certificates that immediately prior to the Effective Time represented outstanding Common Stock (the “Certificates”) Shares, a form of letter of transmittal and instructions, approved by Parent, for use in exchange for surrendering such Certificates and receiving the Merger Consideration deliverable in respect thereof pursuant to this Article IItherefor. Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Parent shall cause (i) the Paying Agent to promptly pay to the Person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust in book entry form for each share of Common Stock represented by such Certificates. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article II. No interest shall be paid or accrued in respect of such cash payments.3

Surrender of Certificates. (a) Prior to the Effective Time, the Parent shall designate a bank or trust company located in the United States to act as paying agent (the “Paying Agent”) to receive funds in trust in order to make the payments contemplated by Sections 2.2(a) and 2.7. As soon as practicable after the Effective Time, the Parent Purchaser shall cause the Paying Exchange Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Shares) a notice and letter of transmittal in customary form advising such record holder as of the effectiveness Effective Time of the Merger and the procedure for surrendering to the Paying Agent such an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding Company Common Stock (the “"Certificates”"), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in exchange effecting the surrender of the Certificates for the Merger Consideration deliverable in respect thereof pursuant to this Article IIconversion thereof. Upon the surrender for cancellation to the Paying Exchange Agent of such Certificatesthe Certificates at the Closing or thereafter, together with a such letter of transmittal, transmittal duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittalexecuted, the Parent holder of such Certificates shall cause be entitled to receive at the Closing or promptly after such surrender, if after the Closing, in exchange therefor (i) one or more certificates as requested by the Paying Agent holder (properly issued, executed and counter-signed, as appropriate) representing that number of whole shares of Purchaser Common Stock to promptly pay which such holder of Company Common Stock shall have become entitled pursuant to the Person entitled thereto an amount equal to the product provisions of (ASection 3.1(a) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees Certificates so surrendered shall forthwith be canceled. From the Effective Time until surrender in accordance with the provisions of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust in book entry form for each share of Common Stock represented by such Certificates. Until so surrenderedthis Section 3.4(b), each Certificate (other than Certificates representing treasury shares or Certificates held by the Purchaser) shall be deemed, represent for all corporate purposes, to evidence purposes only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article IIConsideration. No interest shall be paid or accrued All payments in respect of Company Common Stock that are made in accordance with the terms hereof shall be deemed to have been made in full satisfaction of all rights pertaining to such cash paymentssecurities.

Surrender of Certificates. (a) Prior to the Effective Time, the Parent shall designate a bank or trust company located in the United States to act as paying agent (the “Paying Agent”) to receive funds in trust in order to make the payments contemplated by Sections 2.2(a) and 2.7. As soon as practicable after the Effective Time, the Parent Purchaser shall cause the Paying Exchange Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Shares) a notice and letter of transmittal in customary form advising such record holder as of the effectiveness Effective Time of the Merger and the procedure for surrendering to the Paying Agent such an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding Seller Common Stock (the “"Certificates”"), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in exchange effecting the surrender of the Certificates for the Merger Consideration deliverable in respect thereof pursuant to this Article IIconversion thereof, which letter of transmittal shall comply with all applicable rules of Nasdaq. Upon the surrender for cancellation to the Paying Exchange Agent of such Certificatesthe Certificates at the Closing or thereafter, together with a such letter of transmittaltransmittal duly executed, duly the holder of such Certificates shall be entitled to receive at the Closing or promptly after such surrender if after the Closing in exchange therefor one or more certificates as requested by the holder (properly issued, executed and completed counter-signed, as appropriate) representing that number of whole shares of Purchaser Common Stock to which such holder of Seller Common Stock shall have become entitled pursuant to the provisions of Section 2.2 and the Certificates so surrendered shall forthwith be canceled. From the Effective Time until surrender in accordance with the instructions thereon, and any other items specified by the letter provisions of transmittal, the Parent shall cause (i) the Paying Agent to promptly pay to the Person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust in book entry form for each share of Common Stock represented by such Certificates. Until so surrenderedthis Section 2.5, each Certificate (other than Certificates representing treasury shares) shall be deemed, represent for all corporate purposes, to evidence purposes only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article IIConsideration. No interest shall be paid or accrued All payments in respect of Seller Common Stock that are made in accordance with the terms hereof shall be deemed to have been made in full satisfaction of all rights pertaining to such cash paymentssecurities.

Surrender of Certificates. (a) Prior to the Effective Time, the Parent shall designate a bank or trust company located in the United States which shall be reasonably satisfactory to the Company to act as paying agent (the “Paying Agent”"PAYING AGENT") to receive funds in trust in order to make the payments contemplated by Sections 2.2(a) and 2.7Section 3.2(a). As soon as practicable after the Effective Time, the Parent shall cause the Paying Agent to mail and/or make available to each record holder of a certificate theretofore evidencing representing shares of Common Stock (and the associated Rights) (other than Excluded Sharesthose which are held by any wholly-owned Subsidiary of the Company, or which are held directly or indirectly by Parent or any direct or indirect Subsidiary of Parent (including Sub)) a notice and letter of transmittal in customary form advising such record holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Common Stock (and the “Certificates”associated Rights) (the "CERTIFICATES") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article IIIII. Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items reasonably required by the Paying Agent or Parent and specified by the letter of transmittal, the Parent shall cause (i) the Paying Agent to shall promptly pay to the Person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, (and (iithe associated Rights) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust in book entry form for each share of Common Stock represented by such Certificates. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article IIIII. No interest shall be paid or accrued in respect of such cash payments.

Surrender of Certificates. (a) Prior Concurrently with or prior to the Effective Time, the Parent shall designate a bank or trust company located in the United States and reasonably acceptable to the Company to act as paying agent (the “Paying Agent”"PAYING AGENT") to receive funds in trust in order to make for purposes of making the cash payments contemplated by Sections 2.2(a) and 2.7hereby. As soon as practicable after the Effective Time, the Sub shall (and if necessary Parent shall cause Sub to) cause the Paying Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Sharesthose which are held by any subsidiary of the Company or in the treasury of the Company or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub)) a notice and letter Letter of transmittal in customary form Transmittal advising such record holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding Common Stock (the “Certificates”"CERTIFICATES") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article II. Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter Letter of transmittalTransmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter Letter of transmittalTransmittal, the Parent shall cause (i) the Paying Agent to shall promptly pay to the Person (as defined in Section 7.14 hereof) entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust deliverable in book entry form for each share of Common Stock represented by such Certificatesrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article II. No interest shall be paid or accrued in respect of such cash payments.