Common use of Exchange and Payment Procedures Clause in Contracts

Exchange and Payment Procedures. As soon as reasonably practicable ------------------------------- after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash payable in respect of the shares formerly represented by such Certificate pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the share transfer books of the Company, the proper amount of cash may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange and Payment Procedures. As soon as reasonably practicable ------------------------------- after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash payable in respect of the shares formerly represented by such Certificate pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock or Preferred Stock that is not registered in the share transfer books of the Company, the proper amount of cash may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange and Payment Procedures. (i) As soon promptly as reasonably practicable ------------------------------- after the Effective Time, but in no event more than three Business Days following the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail (and to make available for collection by hand) to each holder of record of a Certificate Company Common Stock (iA) a form of letter of transmittal (which shall be in customary form approved by the Company prior to the Effective Time and shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent and shall be in customary form and have such other provisions as the Surviving Corporation may reasonably specifyAgent) and (iiB) instructions for use in effecting the surrender of the Certificates or transfer of the Book-Entry Shares in exchange for the Merger Consideration. . (ii) Upon (A) surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporationof Certificates for cancellation, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions or (B) compliance with the reasonable procedures established by the Paying AgentAgent for delivery of Book-Entry Shares, the each holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, in cash, the amount of cash payable aggregate Merger Consideration in respect thereof in the form of a check to be mailed within three Business Days of receipt by the shares formerly represented by Paying Agent of such Certificate pursuant to Section 2.01(c)Certificates or Book-Entry Shares, and the Certificate Certificates so surrendered and Book-Entry Shares so transferred shall forthwith be canceled. No interest shall be paid or accrued on any amount payable upon due surrender of the Certificates or due transfer of the Book-Entry Shares. The Paying Agent shall accept such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. (iii) In the event of a transfer of ownership of Company Common Stock that is not registered in the share transfer books records of the Company, payment of the proper amount Merger Consideration in respect of cash the applicable Company Common Stock may be paid in exchange therefor made to a person Person other than the person Person in whose name the Certificate Certificates so surrendered is or the Book-Entry Shares so transferred are registered if such Certificate shall be Certificates are properly endorsed or otherwise be are in proper form for transfer and or such Book-Entry Shares are properly transferred and, in each case, the person Person requesting such payment shall pay pays any transfer or other Taxes taxes required by reason of the payment to a person other than of the registered holder of such Certificate Merger Consideration in respect thereof or establish to the reasonable satisfaction of the Surviving Corporation that such Tax tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.