Common use of Exchange and Conversion of Shares Clause in Contracts

Exchange and Conversion of Shares. (a) At the Closing Date, each holder of shares of Common Stock shall deliver to the Surviving Corporation a properly executed letter of transmittal and instructions (together, a "Transmittal Letter"), the form of which is attached hereto as Exhibit G, along with the certificate evidencing such shares of Common Stock. Subject to any required backup withholding obligations under the Code, at the Effective Time and upon surrender to the Surviving Corporation of certificates representing shares of Common Stock, together with a Transmittal Letter, the Stockholder of such certificates shall receive in exchange therefor, and AAI shall issue and deliver to such Stockholder, the Merger Consideration entitled to be received by such Stockholder. (b) From and after the Effective Time, there shall be no transfers on the stock transfer books of KCAS in respect of stockholders of record at the Effective Time. If after the Effective Time, certificates representing shares of Common Stock are presented to the Surviving Corporation, the Surviving Corporation shall cancel or exchange such certificates, and any underlying shares of Common Stock represented thereby, as provided by this Article HI. AAI shall be obligated to issue Merger Consideration only to the record holders of Common Stock. (c) The Surviving Corporation shall not be liable to a holder of shares of Common Stock for any property delivered to a public official pursuant to applicable abandoned property laws, or for any interest thereon. If certificates representing shares of Common Stock are not surrendered prior to the date on which the consideration payable in respect of the underlying shares would otherwise escheat to or become the property of any governmental unit or agency, any consideration payable in respect of such certificates, shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims of interest of any person previously entitled thereto.

Exchange and Conversion of Shares. (a) At the Closing Date, each holder of shares of Common Stock shall deliver to the Surviving Corporation a properly executed letter of transmittal and instructions (together, a "Transmittal Letter"), the form of which is attached hereto as Exhibit EXHIBIT G, along with the certificate evidencing such shares of Common Stock. Subject to any required backup withholding obligations under the Code, at the Effective Time and upon surrender to the Surviving Corporation of certificates representing shares of Common Stock, together with a Transmittal Letter, the Stockholder of such certificates shall receive in exchange therefor, and AAI shall issue and deliver to such Stockholder, the Merger Consideration entitled to be received by such Stockholder. (b) From and after the Effective Time, there shall be no transfers on the stock transfer books of KCAS in respect of stockholders of record at the Effective Time. If after the Effective Time, certificates representing shares of Common Stock are presented to the Surviving Corporation, the Surviving Corporation shall cancel or exchange such certificates, and any underlying shares of Common Stock represented thereby, as provided by this Article HIARTICLE III. AAI shall be obligated to issue Merger Consideration only to the record holders of Common Stock. (c) The Surviving Corporation shall not be liable to a holder of shares of Common Stock for any property delivered to a public official pursuant to applicable abandoned property laws, or for any interest thereon. If certificates representing shares of Common Stock are not surrendered prior to the date on which the consideration payable in respect of the underlying shares would otherwise escheat to or become the property of any governmental unit or agency, any consideration payable in respect of such certificates, shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims of interest of any person previously entitled thereto.