Common use of Manner of Exchange Clause in Contracts

Manner of Exchange. The Merger Consideration shall be paid as follows: (A) At Closing, IHS Shares (the "ESCROWED SHARES" or the "ESCROW FUND") having an aggregate value (determined in accordance with Section 3.1(a) hereof) equal to One Hundred Forty Thousand Dollars ($140,000) shall be delivered to CoreStates Bank, N.A., as escrow agent ("ESCROW AGENT"), to be held by Escrow Agent during the Escrow Period (as defined in Section 2.7(d), below), pursuant to the terms of an Escrow Agreement, in the form attached hereto as Exhibit 2.3(a) (the "ESCROW AGREEMENT"). The Escrowed Shares shall be subject to the provisions of Section 2.7 hereof. A Proportionate Amount of the Escrowed Shares shall be delivered by each Shareholder. (B) At Closing, one hundred thirty seven thousand eight hundred fourteen & no/00 ($137,814.00) of the Prime Cash Merger Consideration shall be paid and delivered to the "PAYING AGENT" designated by the Group's Representative (as hereinafter defined in Section 15.1) and reasonably satisfactory to IHS, to be held and administered pursuant to the "PAYMENT ESCROW AGREEMENT" attached hereto as Exhibit 2.3(b). Attached hereto as Schedule 2.3(b) are the wire instructions for delivery of such cash to the Paying Agent. Such cash shall be subject to the provisions of Section 14.1 hereof. A Proportionate Amount of the amount payable to the Paying Agent shall be delivered on behalf of each Shareholder. (C) At Closing, Sixty Nine Thousand Seven Hundred ($69,700) Dollars of the Cash Merger Consideration shall be paid, on behalf of the Shareholders, to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Associates Inc. (the "BROKER"), in cash in full satisfaction of all fees and compensation due to the Broker in connection with the transactions contemplated by this Agreement (the "BROKER'S FEE"). Attached hereto as Schedule 2.3(c) are the wire instructions for delivery of such cash to the Broker. The Shareholders represent and warrant to IHS that the Broker has acted as the Shareholders' representative and broker in connection with the transactions contemplated by this Agreement, and authorizes and directs IHS to withhold such sum from the Prime Cash Merger Consideration and disburse such sum directly to the Broker. A Proportionate Amount of the cash payable to the Broker shall be made on behalf of each Shareholder. (D) The balance of the Prime Cash Merger Consideration and the balance of the Prime IHS Stock Merger Consideration shall be payable to the Shareholders and shall be paid in accordance with the procedure set forth below in Section 2.3(e). Attached hereto as Schedule 2.3(d) are the wire instructions for delivery of such cash to the Shareholders. Each Shareholder shall be entitled to a Proportionate Amount of such cash. (E) The Shareholders represent and warrant that in accordance with the provisions of subsection (a) above, the Merger Consideration is required to be distributed as set forth on Schedule 2.3(e). Upon delivery to IHS of stock certificates representing any Company Shares, together with a fully completed and executed letter of transmittal in the form of Exhibit 2.3(e) (a "LETTER OF TRANSMITTAL"), IHS shall promptly pay to, or on behalf of, each person entitled thereto the amount of cash and shall deliver certificates representing the number of shares to which such person is entitled, as provided on Schedule 2.3(e). No interest will be paid or accrued on any Merger Consideration payable upon the surrender of any certificate or certificates or other instruments. If payment is to be made to a person other than the one in whose name the certificate or other instrument surrendered is registered, it shall be a condition of payment to such other person that the certificate or instrument so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer, stamp or other taxes required by reason of the payment to a person other than the registered holder of the certificate or other instrument surrendered or establish to the satisfaction of IHS that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.3(e), the certificate or certificates or instruments which immediately prior to the Merger Time represented issued and outstanding Company Shares shall represent for all purposes the right only to receive the Merger Consideration set forth in this Agreement. After the Merger Time, there shall be no further registration of transfers on the records of the Company of any Company Shares. (F) Subject to the terms and conditions of this Agreement, each party hereto approves and agrees to the Plan of Merger and shall execute, deliver and file, or shall cause to be executed, delivered and filed, all such consents, instruments, covenants, agreements, certificates and documents as shall be necessary to effectuate the Merger on the Closing Date, including without limitation, one or more Articles of Merger.

Manner of Exchange. The Merger Consideration shall be paid as follows: (A) At Closing, IHS Shares (the "ESCROWED SHARES" or the "ESCROW FUND") having an aggregate value (determined in accordance with Section 3.1(a) hereof) equal to One Three Hundred Forty Ten Thousand Dollars ($140,000310,000) shall be delivered to CoreStates Bank, N.A., as escrow agent ("ESCROW AGENT"), to be held by Escrow Agent during the Escrow Period (as defined in Section 2.7(d), below), pursuant to the terms of an Escrow Agreement, in the form attached hereto as Exhibit 2.3(a) (the "ESCROW AGREEMENT"). The Escrowed Shares shall be subject to the provisions of Section 2.7 hereof. A Proportionate Amount of the Escrowed Shares shall be delivered by each Shareholder. (B) At Closing, one hundred thirty seven thousand eight hundred fourteen & no/00 ($137,814.00) The balance of the Prime Cash Merger Consideration shall be paid and delivered to the "PAYING AGENT" designated by the Group's Representative (as hereinafter defined in Section 15.1) and reasonably satisfactory to IHS, to be held and administered pursuant to the "PAYMENT ESCROW AGREEMENT" attached hereto as Exhibit 2.3(b). Attached hereto as Schedule 2.3(b) are the wire instructions for delivery of such cash to the Paying Agent. Such cash shall be subject to the provisions of Section 14.1 hereof. A Proportionate Amount of the amount payable to the Paying Agent shall be delivered on behalf of each Shareholder. (C) At Closing, Sixty Nine Thousand Seven Hundred ($69,700) Dollars of the Cash Merger Consideration shall be paid, on behalf of the Shareholders, to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Associates Inc. (the "BROKER"), in cash in full satisfaction of all fees and compensation due to the Broker in connection with the transactions contemplated by this Agreement (the "BROKER'S FEE"). Attached hereto as Schedule 2.3(c) are the wire instructions for delivery of such cash to the Broker. The Shareholders represent and warrant to IHS that the Broker has acted as the Shareholders' representative and broker in connection with the transactions contemplated by this Agreement, and authorizes and directs IHS to withhold such sum from the Prime Medaids Cash Merger Consideration and disburse such sum directly to the Broker. A Proportionate Amount $2,170,000 of the cash payable to the Broker shall be made on behalf of each Shareholder. (D) The balance of the Prime Cash Merger Consideration and the balance of the Prime Medaids IHS Stock Merger Consideration shall be payable to the Shareholders and shall be paid in accordance with the procedure set forth below in Section 2.3(e). Attached hereto as Schedule 2.3(d2.3(c) are the wire instructions for delivery of such cash and shares of IHS Stock to the Shareholders. Each Shareholder shall be entitled to a Proportionate Amount of such cashcash and shares of IHS Stock. (EC) Two Hundred and Seventy (270) days after the Closing Date (the "SUBSEQUENT DELIVERY DATE"), IHS shall cause the balance of the Medaids IHS Stock Merger Consideration to be delivered to the Shareholders in accordance with their Proportionate Amounts. Such shares of IHS Stock shall be valued as of the Subsequent Delivery Date using a price per share of such stock equal to the average closing New York Stock Exchange ("NYSE") price of such stock for the twenty (20) trading day period immediately preceding the date which is two (2) trading days before the Subsequent Delivery Date. The parties understand that the amount of such balance of the Medaids IHS Stock Merger Consideration shall be determined by IHS in good faith by subtracting the amount of the Closing Date Liabilities (as determined by IHS in good faith) from the Closing Cash Amount. (D) The Shareholders represent and warrant that in accordance with the provisions of subsection (a) above, the Merger Consideration is required to be distributed as set forth on Schedule 2.3(e). Upon delivery to IHS of stock certificates representing any Company Shares, together with a fully completed and executed letter of transmittal in the form of Exhibit 2.3(e) (a "LETTER OF TRANSMITTAL"), IHS shall promptly pay to, or on behalf of, each person entitled thereto the amount of cash and shall deliver certificates representing the number of shares to which such person is entitled, as provided on Schedule 2.3(e). No interest will be paid or accrued on any Merger Consideration payable upon the surrender of any certificate or certificates or other instruments. If payment is to be made to a person other than the one in whose name the certificate or other instrument surrendered is registered, it shall be a condition of payment to such other person that the certificate or instrument so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer, stamp or other taxes required by reason of the payment to a person other than the registered holder of the certificate or other instrument surrendered or establish to the satisfaction of IHS that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.3(e), the certificate or certificates or instruments which immediately prior to the Merger Time represented issued and outstanding Company Shares shall represent for all purposes the right only to receive the Merger Consideration set forth in this Agreement. After the Merger Time, there shall be no further registration of transfers on the records of the Company of any Company Shares. (FE) Subject to the terms and conditions of this Agreement, each party hereto approves and agrees to the Plan of Merger and shall execute, deliver and file, or shall cause to be executed, delivered and filed, all such consents, instruments, covenants, agreements, certificates and documents as shall be necessary to effectuate the Merger on the Closing Date, including without limitation, one or more Articles of Merger.

Manner of Exchange. The Merger Consideration shall be paid as follows: (AI) At ClosingBuyer shall deliver newly issued shares of the Common Stock, par value $.001, of Integrated Health Services, Inc. ("IHS Shares (the "ESCROWED SHARES" or the "ESCROW FUNDSTOCK") having an aggregate value (determined using the Closing Date as the date of determination in accordance with Section 3.1(a) hereofbelow) equal to One Hundred Forty Thousand Dollars ($140,000) shall be delivered to CoreStates Bank, N.A., as escrow agent ("ESCROW AGENT"), to be held by Escrow Agent during the Escrow Period (as defined in Section 2.7(d), below), pursuant Series B Merger Consideration to the terms of an Escrow AgreementShareholders' Representative for distribution to, and registered in the form attached hereto names of, the Minority Shareholders as Exhibit 2.3(a) (the "ESCROW AGREEMENT"set forth on Schedule 2.1(c)(i). The Escrowed Shares shall be subject to the provisions of Section 2.7 hereof. A Proportionate Amount of the Escrowed Shares shall be delivered by each Shareholder. (BII) At Closing, one hundred thirty seven thousand eight hundred fourteen & no/00 Buyer shall deliver newly issued IHS Shares having an aggregate value ($137,814.00using the Closing Date as the date of determination in accordance with Section 3.1(a) of below) equal to the Prime Cash Series C Merger Consideration shall be paid and delivered to the "PAYING AGENT" designated by the Group's Representative (as hereinafter defined in Section 15.1) and reasonably satisfactory to IHS, to be held and administered pursuant to the "PAYMENT ESCROW AGREEMENT" attached hereto as Exhibit 2.3(b). Attached hereto as Schedule 2.3(b) are the wire instructions for delivery of such cash to the Paying Agent. Such cash shall be subject to the provisions of Section 14.1 hereof. A Proportionate Amount of the amount payable to the Paying Agent shall be delivered on behalf of each Shareholder. (C) At Closing, Sixty Nine Thousand Seven Hundred ($69,700) Dollars of the Cash Merger Consideration shall be paid, on behalf of the Shareholders, to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Associates Inc. Family Limited Partnership for distribution to, and registered in the name of, the holders of the Series C Merger Consideration. (III) Buyer shall deliver newly issued IHS Shares having an aggregate value (using the Closing Date as the date of determination in accordance with Section 3.1(a) below) equal to the Series D Merger Consideration to the Principal Shareholders registered in the names of the Principal Shareholders in accordance with their respective Proportionate Shares of the Series D Merger Consideration. (A) Buyer shall deliver to the Escrowee (as defined in Section 2.5 below) newly issued IHS Shares having a value (using the Closing Date as the date of determination in accordance with Section 3.1(a) below) equal to ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) (the "BROKERPRIMARY ESCROW DEPOSIT") which payment will be credited against a portion of the Series A Merger Consideration payable to the Principal Shareholders (in accordance with their respective Proportionate Shares of the Series A Merger Consideration), plus, if applicable in accordance with this Agreement, additional shares of IHS Stock having a value (using the Closing Date as the date of determination in accordance with Section 3.1(a), below) equal to up to FIVE MILLION DOLLARS ($5,000,000) (the "SUPPLEMENTAL ESCROW DEPOSIT"), in cash in full satisfaction which payment shall be credited against a portion of all fees and compensation due the Series A Merger Consideration payable to the Broker Principal Shareholders (in connection accordance with their respective Proportionate Shares of the transactions contemplated Series A Merger Consideration), with all of such shares to be held by this the Escrowee pursuant to the Escrow Agreement (as defined in Section 2.5(a), below) (collectively, the "ESCROW DEPOSIT"), plus additional shares of IHS Stock having a value (using the Closing Date as the date of determination in accordance with Section 3.1(a), below) equal to ONE MILLION DOLLARS ($1,000,000) (the "BROKER'S FEEMANATEE ESCROW DEPOSIT"). Attached hereto as Schedule 2.3(c) are , which payment will be credited against a portion of the wire instructions for delivery of such cash to the Broker. The Shareholders represent and warrant to IHS that the Broker has acted as the Shareholders' representative and broker in connection with the transactions contemplated by this Agreement, and authorizes and directs IHS to withhold such sum from the Prime Cash Series A Merger Consideration and disburse such sum directly to the Broker. A Proportionate Amount of the cash payable to the Broker shall Principal Shareholders (in accordance with their respective Proportionate Shares of the Series A Merger Consideration), with all of such shares to be made on behalf of each Shareholder.held by the Escrowee pursuant to the Manatee Escrow Agreement (as described in Section 2.5(a)(ii), below); and (DB) The balance of the Prime Cash Merger Consideration and the balance of the Prime IHS Stock Series A Merger Consideration shall be payable paid by the delivery by Buyer of shares of IHS Stock having a value equal to the Shareholders and shall be paid amount of such balance (using the Closing Date as the date of determination in accordance with the procedure set forth below in Section 2.3(e). Attached hereto as Schedule 2.3(d3.1(a) are the wire instructions for delivery of such cash below) to the Shareholders. Each Shareholder shall be entitled to a Proportionate Amount Principal Shareholders registered in the names of such cash. (E) The the Principal Shareholders represent and warrant that in accordance with the provisions of subsection (a) above, the Merger Consideration is required to be distributed as set forth on Schedule 2.3(e). Upon delivery to IHS of stock certificates representing any Company Shares, together with a fully completed and executed letter of transmittal in the form of Exhibit 2.3(e) (a "LETTER OF TRANSMITTAL"), IHS shall promptly pay to, or on behalf of, each person entitled thereto the amount of cash and shall deliver certificates representing the number of shares to which such person is entitled, as provided on Schedule 2.3(e). No interest will be paid or accrued on any Merger Consideration payable upon the surrender of any certificate or certificates or other instruments. If payment is to be made to a person other than the one in whose name the certificate or other instrument surrendered is registered, it shall be a condition of payment to such other person that the certificate or instrument so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer, stamp or other taxes required by reason their respective Proportionate Shares of the payment to a person other than the registered holder of the certificate or other instrument surrendered or establish to the satisfaction of IHS that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.3(e), the certificate or certificates or instruments which immediately prior to the Series A Merger Time represented issued and outstanding Company Shares shall represent for all purposes the right only to receive the Merger Consideration set forth in this Agreement. After the Merger Time, there shall be no further registration of transfers on the records of the Company of any Company SharesConsideration. (F) Subject to the terms and conditions of this Agreement, each party hereto approves and agrees to the Plan of Merger and shall execute, deliver and file, or shall cause to be executed, delivered and filed, all such consents, instruments, covenants, agreements, certificates and documents as shall be necessary to effectuate the Merger on the Closing Date, including without limitation, one or more Articles of Merger.