Common use of Exchange and Payment Procedures Clause in Contracts

Exchange and Payment Procedures. (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment and delivery of the Per Share Consideration and the Per Share Preferred Consideration, as applicable. On or before the Effective Time, Parent shall cause to be deposited with the Paying Agent cash in an amount equal to (i) the aggregate Per Share Consideration into which the shares of Company Common Stock and OP Units have been converted in accordance with Sections 2.1(a) and 2.2(a), (ii) the aggregate Per Share Preferred Consideration into which the Series A Preferred Stock have been converted in accordance with Section 2.1(d). The cash deposited with the Paying Agent pursuant to this Section 2.4(a) shall hereinafter be referred to as the “Payment Fund.” The Payment Fund shall not be used for any purpose other than to fund payments due pursuant to Sections 2.1(a), 2.1(d), 2.2(a), or 2.6, except as provided in this Agreement. (b) Not later than the fifth Business Day following the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of outstanding shares of Company Common Stock or Series A Preferred Stock immediately prior to the Effective Time, whether represented by stock certificates (the “Company Certificates”) or in book entry form, whose shares were converted into the right to receive the Per Share Consideration pursuant to Section 2.1(a) or the Per Share Preferred Consideration pursuant to Section 2.1(d), (i) a letter of transmittal in customary form (which shall specify the number of shares of Company Common Stock or Company Preferred Stock held by such holder and shall be in customary form), and (ii) instructions for use in effecting the surrender of the shares of Company Common Stock or the Company Preferred Stock in exchange for the Per Share Consideration or Per Share Preferred Consideration, as applicable. Upon delivery to the Paying Agent of such letter of transmittal, properly completed and duly executed, any Company Certificate representing the shares held by such holder and such other documents specified in the instructions for use referred to above as the Paying Agent or Parent reasonably shall require, the shares of Company Common Stock or Company Preferred Stock described therein shall be deemed surrendered for cancellation and payment and the holder identified in such letter shall be entitled promptly to receive in exchange therefor, and Parent shall cause the Paying Agent to promptly pay, the Per Share Consideration or Per Share Preferred Consideration, as applicable, and the shares so surrendered shall be cancelled. If a transfer of ownership of shares of Company Common Stock or Series A Preferred Stock has occurred but has not been registered in the transfer records of the Company, the Per Share Consideration or Per Share Preferred Consideration applicable to those shares may be paid to the transferee if the letter of transmittal is delivered in accordance with this Section 2.4(b), along with any Company Certificates representing such shares of Company Common Stock or Series A Preferred Stock, as applicable, and all documents and endorsements required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed (which affidavit shall be in form and substance reasonably acceptable to Parent), the Paying Agent shall pay in exchange for the shares represented by such lost, stolen or destroyed Company Certificate the Per Share Consideration or Per Share Preferred Consideration applicable to the shares of Company Common Stock or Series A Preferred Stock, as applicable, represented by such Company Certificate deliverable in respect thereof determined in accordance with this Article II; provided, that Parent or the Paying Agent may, in its discretion, require the delivery of a reasonable indemnity or bond against any claim that may be made against the Surviving Company with respect to such Company Certificate or ownership thereof. Until surrendered as provided in this Section 2.4, each share of Company Common Stock and Company Preferred Stock shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Consideration or Per Share Preferred Consideration, as applicable. No interest will be paid or accrue on any amounts payable upon surrender of any shares of Company Common Stock or Company Preferred Stock. (c) Not later than the fifth Business Day following the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of an OP Unit immediately prior to the OP Effective Time, whose OP Units were converted into the right to receive the Per Share Consideration pursuant to Section 2.2(a), (i) a letter of transmittal (which shall specify the number of OP Units held by such holder and shall be in customary form), and (ii) instructions for use in effecting the delivery thereof in exchange for the Per Share Consideration to which such holder is entitled pursuant to this Agreement. Upon delivery to the Paying Agent of such letter of transmittal, properly completed and duly executed, and upon surrender of such other documents as may be reasonably required by the Paying Agent, the OP Units described therein shall be deemed surrendered for cancellation and payment and the holder identified in such letter of transmittal shall be entitled promptly to receive in exchange therefor, and Parent shall cause the Paying Agent to promptly pay, the Per Share Consideration. In the event of a permitted transfer of ownership of any OP Unit which is not registered in the transfer records of the Operating Partnership, the Per Share Consideration may be paid to a transferee if the letter of transmittal is delivered in accordance with this Section 2.4(c) and is accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable transfer taxes have been paid. No interest will be paid or accrue on any amount payable in respect of any OP Unit. (d) The Paying Agent shall invest any cash included in the Payment Fund as directed by Parent, on a daily basis; provided, that no such investment or losses thereon shall affect the Per Share Consideration or Per Share Preferred Consideration, as applicable, payable to holders of Company Common Stock, Series A Preferred Stock or OP Units entitled to receive such consideration, and Parent shall promptly provide additional funds to the Paying Agent for the benefit of holders of Company Common Stock, Company Preferred Stock and OP Units in the amount of any such losses to the extent necessary for payment of the Per Share Consideration or Per Share Preferred Consideration, as applicable. Any interest or other income resulting from such investments shall be paid to Parent, upon demand.

Exchange and Payment Procedures. (a) Prior At or prior to the Effective Time, Parent shall designate will appoint a reputable bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for to deliver or cause to be delivered to each holder of Shares the payment and delivery of Merger Consideration that such holder is entitled to receive pursuant to the Per Share Consideration and the Per Share Preferred Consideration, as applicableMerger Agreement. On At or before prior to the Effective Time, Parent shall will deposit, or cause to be deposited deposited, with the Paying Agent cash in immediately available funds in an amount equal to (i) the aggregate Per Share Consideration into which the shares of Company Common Stock and OP Units have been converted in accordance with Sections 2.1(a) and 2.2(a), (ii) the aggregate Per Share Preferred Consideration into which the Series A Preferred Stock have been converted in accordance with Section 2.1(d). The cash deposited with sufficient for the Paying Agent to distribute the Merger Consideration to which the holders of Shares are entitled at the Effective Time pursuant to this Section 2.4(a) shall hereinafter be referred to the Merger Agreement. As soon as the “Payment Fund.” The Payment Fund shall not be used for any purpose other than to fund payments due pursuant to Sections 2.1(a), 2.1(d), 2.2(a), or 2.6, except as provided in this Agreement. practicable (b) Not but no later than the fifth third Business Day following Day) after the Effective Time, Parent shall the Surviving Corporation will cause the Paying Agent to mail to each holder of record of outstanding shares of Company Common Stock or Series A Preferred Stock person that was, immediately prior to the Effective Time, whether a holder of record of Shares represented by stock certificates (the “Company Certificates”) or in book entry forma certificate, whose which shares were converted into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to Section 2.1(a) or the Per Share Preferred Consideration pursuant to Section 2.1(d)Merger Agreement, (i) a letter of transmittal in customary form (which shall specify the number of shares of Company Common Stock or Company Preferred Stock held by such holder and shall be in customary form), and (ii) together with instructions for use in effecting the surrender of the shares of Company Common Stock or the Company Preferred Stock certificates in exchange for payment of the Per Share Consideration or Per Share Preferred Merger Consideration, as applicable. Upon delivery to receipt of (i) in the Paying Agent case of Shares represented by a stock certificate, a surrendered certificate or certificates (or affidavit of loss) in respect of such letter of transmittal, properly completed and duly executed, any Company Certificate representing shares together with the shares held by such holder and such other documents specified in the instructions for use referred to above as the Paying Agent or Parent reasonably shall require, the shares of Company Common Stock or Company Preferred Stock described therein shall be deemed surrendered for cancellation and payment and the holder identified in such letter shall be entitled promptly to receive in exchange therefor, and Parent shall cause the Paying Agent to promptly pay, the Per Share Consideration or Per Share Preferred Consideration, as applicable, and the shares so surrendered shall be cancelled. If a transfer of ownership of shares of Company Common Stock or Series A Preferred Stock has occurred but has not been registered in the transfer records of the Company, the Per Share Consideration or Per Share Preferred Consideration applicable to those shares may be paid to the transferee if the signed letter of transmittal is delivered in accordance with this Section 2.4(b), along with any Company Certificates representing such shares of Company Common Stock or Series A Preferred Stock, as applicable, and all documents and endorsements required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed (which affidavit shall be in form and substance reasonably acceptable to Parent), the Paying Agent shall pay in exchange for the shares represented by such lost, stolen or destroyed Company Certificate the Per Share Consideration or Per Share Preferred Consideration applicable to the shares of Company Common Stock or Series A Preferred Stock, as applicable, represented by such Company Certificate deliverable in respect thereof determined in accordance with this Article II; provided, that Parent or the Paying Agent may, in its discretion, require the delivery of a reasonable indemnity or bond against any claim that may be made against the Surviving Company with respect to such Company Certificate or ownership thereof. Until surrendered as provided in this Section 2.4, each share of Company Common Stock and Company Preferred Stock shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Consideration or Per Share Preferred Consideration, as applicable. No interest will be paid or accrue on any amounts payable upon surrender of any shares of Company Common Stock or Company Preferred Stock. (c) Not later than the fifth Business Day following the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of an OP Unit immediately prior to the OP Effective Time, whose OP Units were converted into the right to receive the Per Share Consideration pursuant to Section 2.2(a), (i) a letter of transmittal (which shall specify the number of OP Units held by such holder and shall be in customary form), and (ii) instructions for use in effecting the delivery thereof in exchange for the Per Share Consideration to which such holder is entitled pursuant to this Agreement. Upon delivery to the Paying Agent of such letter of transmittal, properly completed and duly executed, and upon surrender of such other documents as may be reasonably required by pursuant to such instructions, or (ii) in the Paying Agent, Common Stock held in book-entry form (other than shares held through The Depository Trust Company) the OP Units described therein shall be deemed surrendered for cancellation and payment and receipt of the holder identified in such signed letter of transmittal (or such other evidence of transfer or surrender as the Paying Agent may reasonably request), the holder of Shares will be entitled to receive the Offer Price(without interest and after giving effect to any required tax withholdings) in exchange therefor and such certificates or book-entry shares shall be entitled cancelled. As promptly to receive in exchange thereforas practicable after the Effective Time, and Parent shall will cause the Paying Agent to promptly paypay and deliver to The Depository Trust Company or its nominee, the Per Share Consideration. In the event of a permitted transfer of ownership of any OP Unit which is not registered in the transfer records of the Operating Partnership, the Per Share Consideration may be paid to a transferee if the letter of transmittal is delivered in accordance with this Section 2.4(c) and is accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable transfer taxes have been paid. No interest will be paid or accrue on any amount payable in respect of each book-entry share held through The Depository Trust Company, the Common Offer Price (without interest, and after giving effect to any OP Unit. (drequired tax withholdings) The to which holders of such book-entry shares are entitled under the Merger Agreement, and such book-entry shares of such holder shall be cancelled. At the Effective Time, the stock transfer books of Science 37 will be closed and thereafter there will be no further registration of transfers of Science 37 shares on the records of Science 37, and holders of certificates and book-entry shares that represented ownership of Shares outstanding immediately prior to the Effective Time will no longer have rights with respect to the shares. If, after the Effective Time, certificates that represented ownership of shares are presented to the Surviving Corporation for any reason, they will be cancelled and exchanged as provided in the Merger Agreement. If any cash deposited with the Paying Agent shall invest any cash included in the Payment Fund as directed by Parent, on a daily basis; provided, that no such investment or losses thereon shall affect the Per Share Consideration or Per Share Preferred Consideration, as applicable, payable remains undistributed to holders of Company Common StockShares six months following the Effective Time, Series A Preferred Stock such cash (including any interest received in respect thereto) will be delivered to the Surviving Corporation or OP Units entitled to receive such considerationan affiliate thereof designated by the Surviving Corporation, and Parent shall promptly provide additional funds any holders of Shares who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to the Surviving Corporation for delivery of the Merger Consideration (subject to abandoned property, escheat or similar laws), without interest and subject to any applicable withholding taxes. Any Merger Consideration that remains unclaimed by the holders of Shares immediately prior to such time as such amounts would otherwise escheat to, or become property of, any governmental entity will, to the extent permitted by applicable law, become the property of the Surviving Corporation or an affiliate thereof designated by the Surviving Corporation, free and clear of any claim or interest of any person previously entitled thereto. Any portion of the Merger Consideration made available to the Paying Agent to pay for the benefit of holders of Company Common Stock, Company Preferred Stock and OP Units in the amount of any such losses Shares for which appraisal rights have been perfected shall be returned to the extent necessary for payment of the Per Share Consideration or Per Share Preferred Consideration, as applicable. Any interest or other income resulting from such investments shall be paid to ParentSurviving Corporation, upon demand.