Common use of Exchange Procedure Clause in Contracts

Exchange Procedure. 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 Parent 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 Parent, 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 into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock 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 satisfaction of Parent 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 Procedure. As soon as reasonably practicable after the Effective Time (but in any event within five business days 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 Mondavi Shareholder shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other customary provisions as Parent Constellation may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Class A Merger Consideration or the Class B Merger Consideration, as applicable. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentConstellation, 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 into which the shares of Mondavi Common Stock formerly represented by such the Certificate shall have been converted pursuant to Section 2.08(c2.1(b), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Mondavi Common Stock that is not registered in the stock transfer books of the CompanyMondavi, 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 the 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 Taxes (as defined in Section 4.11(c)) required by reason of the payment to a person other than the registered holder of such the Certificate or establish to the satisfaction of Parent Constellation that such tax the 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 Procedure. 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 Parent 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 cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, 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 into which payable in respect of the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock 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 satisfaction of Parent 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 Procedure. 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 Parent 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 cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, 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 into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock 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 satisfaction of Parent 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 Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate shares of Company Common Stock entitled to receive the Merger Consideration pursuant to Section 2.01(c) (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 representing such person shares shall pass, only upon proper delivery of the such Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger Considerationpursuant to such letter of transmittal. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, 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 by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which Merger Consideration for the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)thereby, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock 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 relevant surrendered Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed endorsed, or otherwise be in proper form for transfer transfer, to the person requesting such payment and (y) the person requesting such payment shall pay have paid any transfer or other taxes required by reason of the payment of Merger Consideration to a person other than the registered holder of such Certificate or establish shall have established to the satisfaction of Parent that such tax has taxes have been paid or is not that no such taxes are applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (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 a form and have such other provisions as Parent 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 ParentAgent, 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 Merger Consideration into which the shares formerly represented by such Certificate of Company Common Stock shall have been converted pursuant to Section 2.08(c)3.1, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. No interest At any time after the Effective Time, each Certificate shall be paid or shall accrue on deemed to represent only the cash payable right to receive, without interest, upon surrender the Merger Consideration into which the shares of any CertificateCompany Common Stock shall have been converted pursuant to Section 3.1.

Exchange Procedure. 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 Parent 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 Parent, 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 the Cash Consideration and CVR Certificates representing the number of CVRs into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, the proper amount of cash Merger Consideration may be paid in exchange therefor to a person person, other than the person in whose name the Certificate so surrendered is registered 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 satisfaction of Parent that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash Cash Consideration or the CVR(s) payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Common Stock (the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.01, (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 such form and have such other provisions as Parent 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 Parentthe 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 into which the shares formerly of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)3.01, and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer books records of the CompanyTarget, the proper amount of cash payment may be paid in exchange therefor made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. 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 BLP Stockholder shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other customary provisions as Parent Cardinal 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 ParentCardinal, 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 into which the shares of BLP Common Stock formerly represented by such the Certificate shall have been converted pursuant to Section 2.08(c3.1(b), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company BLP Common Stock that is not registered in the stock transfer books of the CompanyBLP, 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 the 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 Taxes required by reason of the payment to a person other than the registered holder of such the Certificate or establish to the satisfaction of Parent Cardinal that such tax the 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 Procedure. 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 MUSA Stockholder shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other customary provisions as Parent 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 Parent, 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 into which the shares of MUSA Common Stock formerly represented by such the Certificate shall have been converted pursuant to Section 2.08(c2.1(b), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company MUSA Common Stock that is not registered in the stock transfer books of the CompanyMUSA, the proper amount of cash may be paid in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such the Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such the Certificate or establish to the satisfaction of Parent that such tax the 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 Procedure. 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 a form and have such other provisions as Parent may reasonably specify) specify (including a Form W-9)), 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 Parent, 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 into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c2.01(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock shares that is not registered in the stock transfer books of the Company, the proper amount of cash payment may be paid in exchange therefor made 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 satisfaction of Parent 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 Procedure. As soon as reasonably practicable after the Effective Time, Cardinal Health shall instruct the Paying Agent shall to 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 ALARIS Stockholder shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other customary provisions as Parent Cardinal Health 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 reasonably appointed by ParentCardinal Health, 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 into which the shares of ALARIS Common Stock formerly represented by such the Certificate shall have been converted pursuant to Section 2.08(c3.1(b), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company ALARIS Common Stock that is not registered in the stock transfer books of the CompanyALARIS, 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 the 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 Taxes required by reason of the payment to a person other than the registered holder of such the Certificate or establish to the satisfaction of Parent Cardinal Health that such tax the 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 Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to 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 a form and have such other provisions as Parent 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 Parent, 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 into which equal to the shares formerly represented by Merger Consideration that such Certificate shall have been converted holder has the right to receive pursuant to Section 2.08(c3.01(d), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the proper amount of cash may be paid Merger Consideration in exchange therefor may be made 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 satisfaction of Parent 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 Procedure. 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 a form and have such other provisions as Parent may reasonably specifyspecify and which the Company shall reasonably approve) 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 cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, 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 into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the proper amount of cash may be paid Merger Consideration in exchange therefor may be made 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 Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent 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 Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each Certificate 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 Parent Compass 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 for cancellation or to such other agent or agents as may be appointed by ParentCompass, 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 into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c2.01(a), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock 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 satisfaction of Parent Compass 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 Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall will mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1: (i) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates held by such person shall will pass, only upon proper delivery of the Certificates to the Paying Agent and shall will be in customary a form and have such other provisions as Parent Compuware 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 ParentCompuware, 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 will be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)Merger Consideration, and the Certificate so surrendered shall will forthwith be cancelled. In the event of a transfer of ownership of Company Viasoft Common Stock that which is not registered in the stock transfer books records of the CompanyViasoft, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay pays 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 satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall instruct the Paying Agent shall to 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 Company Shareholder shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other provisions as Parent 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 reasonably appointed by Parent, 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 into which the shares of Company Common Stock formerly represented by such the Certificate shall have been converted pursuant to Section 2.08(c3.1(b), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock 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 the 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 Taxes required by reason of the payment to a person other than the registered holder of such the Certificate or establish to the reasonable satisfaction of Parent that such tax the 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 Procedure. As soon as reasonably practicable after the Effective Time, Purchaser shall instruct the Paying Agent shall to mail to each holder of record of a Certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (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 holder of Company Common Stock shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary such form and have such other provisions as Parent Purchaser 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 reasonably appointed by ParentPurchaser, 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 into which the shares of Company Common Stock formerly represented by such the Certificate shall have been converted pursuant to Section 2.08(c3.1(b), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, the proper amount of cash may be paid in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such the Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such the Certificate or establish to the reasonable satisfaction of Parent Purchaser that such tax the Tax has been paid or is not applicable. No interest shall be paid or shall accrue on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the cash event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration payable in respect of such shares of Company Common Stock may be paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 3.1, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of any the shares of Company Common Stock represented by such Certificate.

Exchange Procedure. 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 Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates a Certificate 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 ParentAgent, together with such letter of transmittal, duly completed completed, validly executed and validly executedauthenticated, 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 into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c3.1(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock 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 satisfaction of Parent 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 Procedure. 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 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 Parent GGP 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 ParentGGP, 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 applicable Merger Consideration in respect of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c1.7(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company JP Common Stock or Price Group Stock that is not registered in the stock transfer books of the CompanyJP, the proper amount of cash payment may be paid in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent GGP that such tax Tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash Merger Consideration, or unpaid dividends declared in respect of the JP Common Stock or Price Group Stock with a record date prior to the Effective Time and which remain unpaid at the Effective Time, payable upon surrender of any Certificate.

Exchange Procedure. 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 Parent 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 Parent, 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 Merger Consideration into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c1.08(c) or 1.08(d), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, the proper amount of cash Merger Consideration 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 satisfaction of Parent 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 Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to 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 a form and have such other provisions as Parent 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 Parent, 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 into which Merger Consideration that such holder has the shares formerly represented by such Certificate shall have been converted right to receive pursuant to Section 2.08(c3.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the proper amount of cash may be paid Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered if if, upon presentation to the Paying Agent, 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 satisfaction of Parent the Surviving Corporation that such tax has taxes have been paid or is are not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. 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 Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates a Certificate in exchange for the Merger ConsiderationConsideration with respect to each share of Company Common Stock formerly represented by such Certificate. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, 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 into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock 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 satisfaction of Parent 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 Procedure. (i) As soon as reasonably practicable after the Prime/Horizon Merger Effective Time, the Paying Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Prime/Horizon Merger Effective Time represented outstanding Sky Merger Common Shares (ithe "Certificates") whose shares were converted into the right to receive the Prime/Horizon Merger Consideration pursuant to Section 1.11 (d) 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 Exchange Agent and shall be in customary a form and have such other provisions as Parent the Surviving Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Prime/Horizon Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parentthe Surviving Company, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash Prime/Horizon Merger Consideration into which the shares formerly Sky Merger Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c1.11, as well as any dividends or other distributions to which such holder is entitled pursuant to Section 1.14(d), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Sky Merger Common Stock that Shares which is not registered in the stock transfer books records of the CompanySky Merger, the proper amount of cash payment may be paid in exchange therefor made 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 either shall pay any transfer or other taxes required by reason of the such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Company that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.14, each Certificate shall be deemed at any time after the Prime/Horizon Merger Effective Time to represent only the right to receive upon such surrender the Prime/Horizon Merger Consideration, without interest, into which the Sky Merger Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.11, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.14(d). No interest shall will be paid or shall will accrue on the cash payable Prime/Horizon Merger Consideration upon the surrender of any CertificateCertificate or on any cash payable pursuant to Section 1.14(d) or Section 1.14(g). (ii) Contemporaneous with or as soon as reasonably practicable after the Partnership Merger Effective Time, Prime Partnership shall mail or otherwise make available to each holder of record of Newco OP Units whose interest in Newco LP was converted into the right to receive the Partnership Merger Consideration a letter of transmittal with instructions for execution and delivery of the Amended and Restated Prime Partnership Agreement which shall specify that delivery of the Partnership Merger Consideration shall be effected only upon execution and delivery of the Amended and Restated Prime Partnership Agreement and such other documentation as Prime Partnership may reasonably specify as necessary in connection with the consummation of the transactions contemplated hereby. Upon execution and delivery of the Amended and Restated Prime Partnership Agreement and such other documentation as is reasonably specified by Prime Partnership in connection with the consummation of the transactions contemplated hereby, each holder of Newco OP Units shall be entitled to receive from Prime Partnership a copy of the Amended and Restated Prime Partnership Agreement, duly amended to reflect the Partnership Merger Consideration to be received by such holder pursuant to Section 1.11, as well as any dividends or distributions to which such holder is entitled pursuant to Section 1.14(d). Only holders of record on the books and records of Newco LP shall be entitled to the Partnership Merger Consideration and to become a limited partner in Prime Partnership pursuant to this Agreement. Until the execution and delivery of the Amended and Restated Prime Partnership Agreement by a holder of Newco OP Units, and the other documentation reasonably specified by Prime, such Newco OP Units shall be deemed at any time after the Partnership Merger Effective Time to represent only the rights to receive the Partnership Merger Consideration into which such Newco OP Units shall have been converted pursuant to Section 1.11 hereof, without interest, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.14(d), without interest. (iii) To the extent permitted by law, (A) Horizon may transmit the form of election to receive the Partnership Merger Consideration in cash and Prime Common Units or in Prime Preferred Units and Prime Common Units to the holders of Horizon Units concurrently with the delivery of the Proxy Statement (as defined in Section 5.1 (a)), and (B) the period within which the holders of Newco OP Units may deliver such election shall terminate three (3) business days after the Closing.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, and in no event later than five business days thereafter, the Paying Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock converted into the right to receive Parent Common Stock (the "CERTIFICATES"), (i) a form of letter of transmittal in customary form (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 Parent may reasonably specifyExchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to this Agreement in respect of the shares of Company Common Stock formerly evidenced by such Certificate (after taking into account all shares of Company Common Stock then held of record by such holder), and a check representing the amount of any cash into in lieu of fractional shares of Parent Common Stock to which the shares formerly represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.08(c2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer books records of the Company, a certificate representing the proper amount number of cash shares of Parent Common Stock may be paid in exchange therefor issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasoable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a certificate evidencing whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c). No interest shall will be paid or shall will accrue on the any cash payable upon surrender of any Certificatepursuant to Section 2.2(c) or 2.2(e).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent Surviving Corporation shall mail to each holder of record (other than the Investors) of a Certificate Certificates not surrendered pursuant to Section 2.02(b), (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 Parent may reasonably specify) address specified therein 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 ParentAgent, 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 from the Paying Agent the amount of cash into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of the shares of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. No interest Until surrendered as contemplated by this Section 2.02, each Certificate shall be paid or shall accrue on the cash payable upon surrender of deemed at any Certificate.time after the

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall include an accompanying substitute IRS Form W-9 or the applicable IRS Form W-8, 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 a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent 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 cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, 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 into which equal to the shares formerly represented by Merger Consideration that such Certificate shall have been converted holder has the right to receive pursuant to Section 2.08(c2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the proper amount of cash may be paid Merger Consideration in exchange therefor may be made 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 satisfaction of Parent 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 Procedure. As soon as reasonably practicable after the Effective Time, ASG will instruct the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration: (i) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates held by such person shall will pass, only upon proper delivery of the Certificates to the Paying Agent and shall will be in customary a form and have such other provisions as Parent ASG 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 ParentASG, 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 will be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)Merger Consideration, and the Certificate so surrendered shall will forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the stock transfer books records of the CompanyLandmark, the proper amount of cash payment may be paid in exchange therefor made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay pays any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (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 Exchange Agent and shall be in customary a form and have such other provisions as Parent 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 ParentExchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash Merger Consideration into which the shares formerly represented by such Certificate of Company Common Stock shall have been converted pursuant to Section 2.08(c3.1, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.2(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. No interest At any time after the Effective Time, each Certificate shall be paid or shall accrue on deemed to represent only the cash payable right to receive upon surrender the Merger Consideration into which the shares of Company Common Stock shall have been converted pursuant to Section 3.1, cash in lieu of any Certificatefractional shares of Parent Common Stock as contemplated by Section 3.2(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(c), in each case, without interest thereon.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent Surviving Corporation shall mail to each holder of record (other than the Investors) of a Certificate Certificates not surrendered pursuant to Section 2.02(b), (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 Parent may reasonably specify) address specified therein 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 ParentAgent, 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 from the Paying Agent the amount of cash into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of the shares of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate.. In the event any Certificate shall have been lost, stolen or destroyed, upon making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Surviving Corporation will pay in exchange for such lost, stolen or destroyed Certificate, the cash payable in respect of the shares represented by such Certificate as determined in accordance with this Article II, except that when authorizing such payment, the Board of Directors of the Surviving Corporation, may, in its discretion and as a condition precedent to such payment, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate an outstanding certificate or outstanding certificates ("Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Per Share Amount or any higher price paid for any share of Company Common Stock pursuant to the Offer (the "MERGER CONSIDERATION") with respect thereto pursuant to Section 2.01, (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 Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, 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 into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)cash, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of Upon a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash may be issued and paid as described in the previous sentence 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 issuance shall pay any transfer or other taxes required by reason of the payment of cash to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II. No interest shall be paid or shall accrue on the any cash payable upon surrender of any Certificate.

Exchange Procedure. 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 Parent 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 Parent, 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 the Cash Consideration and the number of CVRs into which the shares formerly represented by such Certificate shall have been converted pursuant to Section SECTION 2.08(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, the proper amount of cash Merger Consideration 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 satisfaction of Parent that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash Cash Consideration or the CVR(s) payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates (the "CERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (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 such form and have such other provisions as Parent Conopco and the Company 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 cancelation to the Paying Agent or to such other agent or agents as may be appointed by ParentConopco, together with such letter of transmittal, duly completed and validly executed, and such other documents docu ments 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 into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 satisfaction of Parent Conopco that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented Shares (the "CERTIFICATES"), (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 a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Common Stock 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 Parent, 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 into which the shares formerly Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.5, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.6, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (as hereinafter defined) or under any provisions of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made by the Parent or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented Shares (the "CERTIFICATES"), (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 a form and have such other provisions as Parent 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 Parent, 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 into which the shares formerly Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.01. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to 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 a form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specifyspecify and which shall be reasonably acceptable to the Company) 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 cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, 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 into which equal to the shares formerly represented by Merger Consideration that such Certificate shall have been converted holder has the right to receive pursuant to Section 2.08(c2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the proper amount of cash may be paid Merger Consideration in exchange therefor may be made 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 satisfaction of Parent 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 Procedure. As soon as reasonably practicable after (a) Promptly following the Effective Time, the Paying Agent Surviving Corporation shall mail or deliver to each holder of record of Stockholder 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 Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpayment therefor. Upon surrender to the Buyer of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such a duly executed letter of transmittal, duly completed transmittal and validly executed, and such any other documents as may reasonably be required by the Paying Agentdocuments, the holder of Stockholder holding such Certificate shall be entitled to receive paid in exchange therefor the amount Per Share Preliminary Equity Consideration payable in respect of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)shares, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, the proper amount of cash may Such payments shall be paid in exchange therefor cash at the Closing (or in respect of Certificates surrendered after the Closing Date, on the date of such surrender) in immediately available funds by wire transfer to a person bank account designated by each Stockholder at least two days prior to the Closing. (b) Until surrendered as contemplated by Section 5.1, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a pro rata portion of the Preliminary Equity Consideration. No interest shall be paid or will accrue on the amount payable at the Effective Time upon surrender of a Certificate. If payment is to be made to a Stockholder other than the person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Stockholder 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 the Certificate surrendered or establish to the satisfaction of Parent 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 Procedure. As soon as reasonably practicable after the Effective Time, and in any event no later than five business days thereafter, the Paying Exchange Agent shall, and IOS shall use its reasonable efforts to cause the Exchange Agent to, mail to each holder of record of a Certificate certificate or certificates (ithe "CERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to SECTION 2.01,(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 Exchange Agent and shall be in customary such form and have such other provisions as Parent IOS 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 ParentExchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount (x) a certificate representing that number of cash whole shares of IOS Class A Common Stock into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(cSECTION 2.01,(y) a check representing the cash in lieu of any fractional share of IOS Class A Common Stock to which such holder is entitled pursuant to SECTION 2.05 and (z) any dividends and other distributions pursuant to SECTION 2.02(c), subject to any withholding tax, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 satisfaction of Parent IOS that such tax has been paid or is not applicable. No interest Until surrendered as contemplated by this SECTION 2.02, each Certificate shall be paid or shall accrue on deemed at any time after the Effective Time to represent only the right to receive upon such surrender a certificate evidencing the number of whole shares of IOS Class A Common Stock to which such holder is entitled pursuant to SECTION 2.01(c), cash payable upon surrender in lieu of any Certificatefractional shares of IOS Class A Common Stock to which such holder is entitled pursuant to SECTION 2.05 and any dividends and other distributions to which such holder is entitled pursuant to SECTION 2.02(c).

Exchange Procedure. 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 Parent 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 Parent, 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 the Cash Consideration and the number of CVRs into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, the proper amount of cash Merger Consideration 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 satisfaction of Parent that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash Cash Consideration or the CVR(s) payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (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 a form and have such other provisions as Parent may reasonably reason ably 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 ParentAgent, 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 Merger Consideration into which the shares formerly represented by such Certificate of Company Common Stock shall have been converted pursuant to Section 2.08(c)3.1, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. No interest At any time after the Effective Time, each Certificate shall be paid or shall accrue on deemed to represent only the cash payable right to receive, without interest, upon surrender the Merger Consideration into which the shares of any CertificateCompany Common Stock shall have been converted pursuant to Section 3.1.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates (the "CERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (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 such form and have such other provisions provisions, not inconsistent with this Agreement, as Parent 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 cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents documents, not inconsistent with this Agreement, as may reasonably be required by Parent, Parent shall cause the Paying Agent, Agent to pay the holder of such Certificate shall be entitled to receive Certificates in exchange therefor cash in an amount equal to the amount Per Share Merger Consideration multiplied by the number of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c(other than Certificates representing Dissent Shares, Certificates representing shares of Company Common Stock held by Parent or Sub or in the treasury of the Company and Certificates representing shares of Company Common Stock held by any subsidiary of the Company or Parent (other than Sub)), without interest, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail or cause to be mailed to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (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 such form and have such other provisions as Parent may reasonably specify, and that is reasonably acceptable to the Company, prior to the Effective Time) 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 cancelation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, 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 into which the shares formerly of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Second Effective TimeTime but in no event later than the first business day following the Closing Date, the Paying Agent shall mail to each holder of record of a NGOP Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the NGOP Certificates held by such person shall pass, only upon proper delivery of the NGOP Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent Buyer and NGOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the NGOP Certificates in exchange for the NGOP Merger Consideration. Upon surrender of a NGOP Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentBuyer, 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 NGOP Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c2.05(a), and the NGOP Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company an NGOP Common Stock Unit that is not registered in the stock partnership interest transfer books of the CompanyNGOP, the proper amount of cash may be paid in exchange therefor to a person other than the person in whose name the NGOP Certificate so surrendered is registered if such NGOP 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 NGOP Certificate or establish to the satisfaction of Parent Buyer 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 NGOP Certificate.

Exchange Procedure. As soon as reasonably practicable after the ------------------ Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately ------------ prior to the Effective Time represented outstanding shares of Company Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (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 such form and have such other provisions as Parent 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 Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor cash in an amount equal to the amount product of cash into which (A) the number of shares formerly of Company Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)and (B) the Merger Consideration, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 satisfaction of Parent 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 Procedure. 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 Parent Rexam 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 cancelation to the Paying Agent or to such other agent or agents as may be appointed by ParentRexam, 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 into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock 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 satisfaction of Parent Rexam 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 Procedure. As soon as reasonably practicable after the First Effective TimeTime but in no event later than the first business day following the Closing Date, the Paying Agent shall mail to each holder of record of a NGP Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the NGP Certificates held by such person shall pass, only upon proper delivery of the NGP Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent Buyer and NGP may reasonably specify) and (ii) instructions for use in effecting the surrender of the NGP Certificates in exchange for the NGP Merger Consideration. Upon surrender of a NGP Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentBuyer, 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 NGP Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c1.06(a), and the NGP Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company NGP Common Stock that is not registered in the stock transfer books of the CompanyNGP, the proper amount of cash may be paid in exchange therefor to a person other than the person in whose name the NGP Certificate so surrendered is registered if such NGP 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 NGP Certificate or establish to the satisfaction of Parent Buyer 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 NGP Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (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 such form and have such other provisions as Parent 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 cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents docu ments 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 into which the shares formerly represented by such Certificate shall have been converted payable pursuant to Section 2.08(c)2.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, payable pursuant to Section 2.01. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Paying Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "CERTIFICATES"), other than the Company, and any wholly owned Subsidiary of the Company, (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 Exchange Agent and shall be in customary a form and have such other provisions as Parent EarthLink may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing the EarthLink Stock Portion and cash (in payment of the Cash Portion) and any additional cash in lieu of a fractional share of EarthLink Common Stock. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of the Merger Consideration consisting of (i) a certificate or certificates representing the number of whole shares of EarthLink Common Stock and cash into which the shares formerly Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)SECTION 2.1, and (ii) any cash payable in lieu of a fractional share of EarthLink Common Stock, and the Certificate so surrendered shall forthwith be cancelledcanceled. In If the event shares of a transfer of ownership of Company EarthLink Common Stock that is not registered in the stock transfer books of the Company, the proper amount of cash may are to be paid in exchange therefor issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered if registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment exchange shall pay any transfer or other taxes required by reason of the payment exchange to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent EarthLink that such tax has been paid or is not applicable. No interest Until surrendered as contemplated by this SECTION 2.2, each Certificate shall be paid or shall accrue on deemed at any time after the cash payable Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate in accordance with this SECTION 2.2(c), the applicable amount of the Merger Consideration consisting of the number of shares of EarthLink Common Stock and cash and, additional cash, if any, in lieu of a fractional share of EarthLink Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to SECTION 2.1. The Exchange Agent shall not be entitled to vote or exercise any Certificaterights of ownership with respect to the EarthLink Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. 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 a form and have such other provisions as Parent may reasonably specifyspecify and the Company shall reasonably approve prior to the Effective Time) 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 cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, 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 into which equal to the shares formerly represented by Merger Consideration that such Certificate shall have been converted holder has the right to receive pursuant to Section 2.08(c2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. Subject to the terms of this Agreement, neither Parent nor Sub shall take any action that would prevent the Paying Agent from making payment of the Merger Consideration in accordance with its customary procedures. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the proper amount of cash may be paid Merger Consideration in exchange therefor may be made 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 Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent 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 Procedure. (i) As soon as reasonably practicable after the Prime/Horizon Merger Effective Time, the Paying Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Prime/Horizon Merger Effective Time represented outstanding Sky Merger Common Shares (ithe "Certificates") whose shares were converted into the right to receive the Prime/Horizon Merger Consideration pursuant to Section 1.11 (d) 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 Exchange Agent and shall be in customary a form and have such other provisions as Parent the Surviving Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Prime/Horizon Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parentthe Surviving Company, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash Prime/Horizon Merger Consideration into which the shares formerly Sky Merger Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c1.11, as well as any dividends or other distributions to which such holder is entitled pursuant to Section 1.14(d), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Sky Merger Common Stock that Shares which is not registered in the stock transfer books records of the CompanySky Merger, the proper amount of cash payment may be paid in exchange therefor made 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 either shall pay any transfer or other taxes required by reason of the such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Company that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.14, each Certificate shall be deemed at any time after the Prime/Horizon Merger Effective Time to represent only the right to receive upon such surrender the Prime/Horizon Merger Consideration, without interest, into which the Sky Merger Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.11, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.14(d). No interest shall will be paid or shall will accrue on the cash payable Prime/Horizon Merger Consideration upon the surrender of any CertificateCertificate or on any cash payable pursuant to Section 1.14(d) or Section 1.14(g). (ii) Contemporaneous with or as soon as reasonably practicable after the Partnership Merger Effective Time, Prime Partnership shall mail or otherwise make available to each holder of record of Horizon OP Units whose interest in Horizon Partnership was converted into the right to receive the Partnership Merger Consideration a letter of transmittal with instructions for execution and delivery of the Amended and Restated Prime Partnership Agreement which shall specify that delivery of the Partnership Merger Consideration shall be effected only upon execution and delivery of the Amended and Restated Prime Partnership Agreement and such other documentation as Prime Partnership may reasonably specify as necessary in connection with the consummation of the transactions contemplated hereby. Upon execution and delivery of the Amended and Restated Prime Partnership Agreement and such other documentation as is reasonably specified by Prime Partnership in connection with the consummation of the transactions contemplated hereby, each holder of Horizon OP Units shall be entitled to receive from Prime Partnership a copy of the Amended and Restated Prime Partnership Agreement, duly amended to reflect the Partnership Merger Consideration to be received by such holder pursuant to Section 1.11, as well as any dividends or distributions to which such holder is entitled pursuant to Section 1.14(d). Only holders of record on the books and records of Horizon Partnership shall be entitled to the Partnership Merger Consideration and to become a limited partner in Prime Partnership pursuant to this Agreement. Until the execution and delivery of the Amended and Restated Prime Partnership Agreement by a holder of Horizon OP Units, and the other documentation reasonably specified by Prime, such Horizon OP Units shall be deemed at any time after the Partnership Merger Effective Time to represent only the rights to receive the Partnership Merger Consideration into which such Horizon OP Units shall have been converted pursuant to Section 1.11 hereof, without interest, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.14(d), without interest.

Exchange Procedure. 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 Parent New York Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates a Certificate in exchange for the Merger ConsiderationConsideration with respect to each share of Company Common Stock formerly represented by such Certificate. The Paying Agent shall also establish customary procedures for electronic or in-person delivery of Certificates and payment therefor. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by ParentNew York Sub, 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 into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock 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 satisfaction of Parent New York Sub 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 Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate an outstanding certificate or outstanding certificates (“Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Per Share Amount or any higher price paid for any share of Company Common Stock pursuant to the Offer (the “Merger Consideration”) with respect thereto pursuant to Section 2.01, (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 Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, 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 into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)cash, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of Upon a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash may be issued and paid as described in the previous sentence 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 issuance shall pay any transfer or other taxes required by reason of the payment of cash to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II. No interest shall be paid or shall accrue on the any cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the “Company Certificates”), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates held by such person shall pass, only upon proper delivery of the Company Certificates to the Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger ConsiderationOffer Price as provided in Section 2.6(b). Parent will use its reasonable efforts to cause provision to be made for holders of Company Certificates to procure in person immediately after the Effective Time a letter of transmittal and instructions and to deliver in person immediately after the Effective Time such letter of transmittal and Company Certificates in exchange for the Offer Price. Upon surrender of a Company Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, 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 Company Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)Offer Price, and the Company Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person Person other than the person Person in whose name the Company Certificate so surrendered is registered registered, if such Company Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Company Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.7(b), each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Offer Price pursuant to Section 2.6(b). No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Company Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented Shares (the "Certificates"), (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 a form and have such other provisions as Parent 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 Parent, 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 into which the shares formerly Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.08(c)2.01, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.01. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall will mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately before the Effective Time represented Micrion Shares (other than holders of record of Excluded Micrion Shares), (i) a form of notice (advising the holders that the Merger has become effective) and a letter of transmittal (which shall specify specifying that delivery shall will be effected, and that risk of loss and title to the Certificates held by such person shall will pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of exchanging the Certificates (or affidavits in exchange lieu thereof) for the Merger Consideration. Upon surrender of a 14 Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by ParentFEI, together with such letter of transmittal, duly properly completed and validly duly executed, and such other customary documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor the amount of cash into which the shares formerly Merger Consideration for each Micrion Share represented by such Certificate shall have been converted pursuant to Section 2.08(c)thereby, and the Certificate so surrendered shall forthwith will be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock Micrion Shares that is not registered in the stock transfer books records of the CompanyMicrion, the proper amount of cash payment may be paid in exchange therefor made to a person Person (as defined in Section below) other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be is properly endorsed or otherwise be is in proper form for transfer and the person Person requesting such payment shall pay pays any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent FEI that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.9.1, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Micrion Share represented thereby. No interest shall will be paid or shall will accrue on the any cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective Time, Compass shall instruct the Paying Agent shall to mail to each Certificate 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 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 Parent Compass may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon Compass shall instruct that upon surrender of a Certificate for cancellation to the Paying Agent for cancellation or to such other agent or agents as may be appointed by ParentCompass, 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 into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c2.1(a), and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, the proper amount of cash may be paid in exchange therefor to a person Person other than the person 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 Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent Compass 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 Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1: (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 a form and have such other provisions as Parent 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 Parent, 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 into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c)Merger Consideration, and the Certificate so surrendered shall forthwith be cancelledcanceled. In the event of a transfer of ownership of the Company Common Stock that which is not registered in the stock transfer books records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered 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 satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest shall will be paid or shall will accrue on the cash payable upon the surrender of any Certificate.