Common use of Procedure for Exchange Clause in Contracts

Procedure for Exchange. Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent") to act in such capacity in connection with the Merger. As of the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders (the "Shareholders") of shares of Company Common Stock, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately before the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the "Old Certificates"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock and (B) Cash Consideration which such holder has the right to receive pursuant to the provisions of this Article II and the Plan of Merger, and the Old Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which are not registered on the transfer records of the Company, it shall be a condition of the exchange thereof that the Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and accompanied by all documents required to evidence and affect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender (x) the certificate representing shares of Parent Common Stock, (y) and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration as contemplated by this Article II and the Plan of Merger.

Procedure for Exchange. Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent") to act in such capacity in connection with the Merger. As of Immediately following the Effective Time, Parent shall deposit with deliver to the Exchange AgentStockholder, for the benefit other than Parent or any subsidiary of the holders (the "Shareholders") of shares of Company Common StockParent, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately before prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectivelyeach, the an "Old CertificatesCertificate"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger certificate (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (iia "New Certificate") instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock and Merger Shares (Bother than the Escrow Shares) Cash Consideration which such holder has the right to receive pursuant to the provisions Article II, Section 1(c)(i) with respect to such Old Certificate against receipt by Parent of this Article II (i) such Old Certificate for cancellation and the Plan (ii) an executed letter of Mergertransmittal, and the Old Certificate so surrendered shall forthwith be cancelledcanceled (the certificates representing the Escrow Shares having therefore been deposited on behalf of the Stockholder into escrow as contemplated by Article II, Section 2(b). In the event of a transfer of ownership of shares of Company Common Stock which are is not registered on the transfer records of the Company, it shall a New Certificate representing the proper number of shares of Parent Preferred Stock may be issued to a condition of the exchange thereof that transferee if the Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and Parent, accompanied by all documents required to evidence and affect effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by this Article II, Section 2.2(a) and the Plan of Merger2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender surrender, New Certificates representing Merger Shares (xother than the Escrow Shares) the certificate representing shares of Parent Common Stock, (y) and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration as contemplated by this Article II II, Section 1(c)(i), without interest. All Escrow Shares shall be held by, and distributed in accordance with, the Plan terms and provisions of Mergerthe Escrow Agreement.

Procedure for Exchange. Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent") to act in such capacity in connection with the Merger. As of Immediately following the Effective Time, Parent shall deposit with deliver to the Exchange AgentStockholder, for the benefit other than Parent or any subsidiary of the holders (the "Shareholders") of shares of Company Common StockParent, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately before prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectivelyeach, the an "Old CertificatesCertificate"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger certificate (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (iia "New Certificate") instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock and Merger Shares (Bother than the Escrow Shares) Cash Consideration which such holder has the right to receive pursuant to the provisions Section 2.1(c)(i) with respect to such Old Certificate against receipt by Parent of this Article II (i) such Old Certificate for cancellation and the Plan (ii) an executed letter of Mergertransmittal, and the Old Certificate so surrendered shall forthwith be cancelledcanceled (the certificates representing the Escrow Shares having therefore been deposited on behalf of the Stockholder into escrow as contemplated by Section 2.2(b) hereof). In the event of a transfer of ownership of shares of Company Common Stock which are is not registered on the transfer records of the Company, it shall a New Certificate representing the proper number of shares of Parent Preferred Stock may be issued to a condition of the exchange thereof that transferee if the Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and Parent, accompanied by all documents required to evidence and affect effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger2.2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender surrender, New Certificates representing Merger Shares (xother than the Escrow Shares) the certificate representing shares of Parent Common Stock, (y) and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration as contemplated by this Article II Section 2.1(c)(i), without interest. All Escrow Shares shall be held by, and distributed in accordance with, the Plan terms and provisions of Mergerthe Escrow Agreement.

Procedure for Exchange. Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent"i) to act in such capacity in connection with the Merger. As of Following the Effective Time, Parent Alloy shall deposit deliver to Stockholder the Closing Cash Payment (net of the amounts deposited with the Exchange AgentEscrow Agent and the Supplemental Escrow Agent pursuant to Sections 2.2(b)(ii) and (iii)), for the benefit of the holders a certificate or certificates (the each, a "ShareholdersAlloy Certificate") of shares of Company Common Stock, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect theretoShares, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable Alloy Note after the Effective Time, the Exchange Agent shall mail to each holder of record receipt by Alloy of a certificate or certificates which represented, immediately before prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectivelyTime, the "Old Certificates"): (i) a letter of transmittal advising such holders all of the terms of the exchange effected by the Merger Outstanding Shares (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (iieach a "CASS Certificate") instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agentcancellation, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock and (B) Cash Consideration which such holder has the right to receive pursuant to the provisions of this Article II and the Plan of MergerAlloy, and the Old each CASS Certificate so surrendered shall forthwith be cancelledcanceled. In the event of Upon a transfer of ownership of shares of Company Common CASS Stock which are that is not registered on the transfer records of CASS, Alloy Certificates representing the Company, it proper number of Merger Shares shall be issued by Alloy to the individual or entity transferring said shares if a condition of the exchange thereof that the Old CASS Certificate representing such Company Common CASS Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and Alloy, accompanied by all documents required to evidence and affect effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger2.2, each Old CASS Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender surrender, Alloy Certificates representing a pro-rata portion of the Merger Shares (x) the certificate representing shares of Parent Common Stock, (ysubject to all escrow requirements contained in this Agreement) and cash in lieu of fractional shares the other Merger Consideration. (as hereinafter providedii) of Parent Common Stock and (z) Alloy shall deposit the applicable amount of Cash Consideration as contemplated by this Article II Escrow Shares and the Plan Escrow Cash with the Escrow Agent. All Escrow Shares and the Escrowed Cash shall be held and distributed in accordance with the terms and provisions of Mergerthe Escrow Agreement. (iii) Alloy shall deposit the Supplemental Escrow Fund with the Supplemental Escrow Agent. The Supplemental Escrow Fund shall be held and distributed in accordance with the terms and provisions of the Supplemental Escrow Agreement.

Procedure for Exchange. Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent") to act in such capacity in connection with the Merger. As of the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders (the "Shareholders") of shares of Company Common Stock, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Time, counsel for Parent (the ?Exchange Agent Agent?) shall mail or deliver to each holder of record of a certificate or certificates which immediately before the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the "?Old Certificates"?): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing the Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock representing the Stock Consideration and (B) a check payable to such holder for the Cash Consideration which such holder has the right to receive pursuant to the provisions of this Article II and the Plan of MergerII, and the Old Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which are not registered on the transfer records of the Company, it shall be a condition of the exchange thereof that the Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and accompanied by all documents required to evidence and affect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger), each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender (x) the certificate representing full shares of Parent Common Stock, Stock in respect of the Stock Compensation; (y) and cash in lieu of fractional shares of Parent Common Stock in respect of the Stock Compensation (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration as contemplated by this Article II and per share in the Plan of Mergeramount provided for in Section 2.1(d)(i) above.

Procedure for Exchange. Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent") to act in such capacity in connection with the Merger. As of Immediately following the Effective Time, Parent Purchaser shall deposit with the Exchange Agent, for the benefit of the holders (the "Shareholders") of shares of Company Common Stock, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Time, the Exchange Agent shall mail deliver to each holder of record record, other than the Company or any subsidiary of the Company and Purchaser or any subsidiary of Purchaser, of a certificate or certificates which immediately before prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectivelyeach, the an "Old CertificatesCertificate"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger certificate (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (iia "New Certificate") instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock and (B) Cash Consideration Merger Shares which such holder has the right to receive receive, if any, pursuant to the provisions Section 2.1(c)(i) with respect to such Old Certificate against receipt by Purchaser of this Article II such Old Certificate for cancellation and the Plan (ii) an executed letter of Mergertransmittal, and the Old Certificate so surrendered shall forthwith be cancelledcanceled (the certificates representing the Escrow Shares having theretofore been deposited on behalf of the Stockholder into escrow as contemplated by Section 2.2(a) hereof). In the event of a transfer of ownership of shares of Company Common Stock which are is not registered on the transfer records of the Company, it shall a New Certificate representing the proper number of shares of Purchaser Common Stock may be issued to a condition of the exchange thereof that transferee if the Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and Purchaser, accompanied by all documents required to evidence and affect effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger2.2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender surrender, New Certificates representing Merger Shares (xother than the Escrow Shares) the certificate representing shares of Parent Common Stock, (y) and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration as contemplated by this Article II Section 2.1(c)(i), without interest. All Escrow Shares shall be held by, and distributed in accordance with, the Plan terms and provisions of Mergerthe Escrow Agreement.

Procedure for Exchange. Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent") to act in such capacity in connection with the Merger. As of Following the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders (the "Shareholders") of shares of Company Common Stock, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Time, the Exchange Agent shall mail deliver to each holder of record record, other than the Company and Parent or any subsidiary of the Parent, of a certificate or certificates which immediately before prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectivelyeach, the a "Old CertificatesCOMPANY CERTIFICATE"): ), a certificate (ia "PARENT CERTIFICATE") a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock and (B) Cash Consideration which Merger Shares that such holder has the right to receive pursuant to Section 2.1(b)(iv) with respect to such Company Certificate, against receipt by Parent of (i) such Company Certificate for cancellation, (ii) an executed letter of transmittal, (iii) an executed stockholder investment representation letter in the provisions of this Article II form attached hereto as EXHIBIT B (each, a "STOCKHOLDER INVESTMENT REPRESENTATION LETTER") and (iv) a duly executed stock power to be delivered to the Plan of Mergertransfer agent, and the Old Company Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which are that is not registered on the transfer records of the Company, it shall a Parent Certificate representing the proper number of Merger Shares may be issued to a condition of transferee if the exchange thereof that the Old Company Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and Parent, accompanied by all documents required to evidence and affect effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger), each Old Company Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender (x) the certificate surrender, Parent Certificates representing shares of Parent Common Stock, (y) and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration Merger Shares as contemplated by this Article II and the Plan of MergerSection 2.1(b)(iv), without interest.

Procedure for Exchange. Prior to the Closing Date, Parent shall select American Stock Transfer & Trust Company as exchange agent (the "Exchange Agent") to act in such capacity in connection with the Merger. As of Immediately following the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders (the "Shareholders") of shares of Company Common Stock, for exchange in accordance with this Article II and the Plan of Merger, (i) the aggregate Cash Consideration and (ii) certificates representing the shares of Parent Common Stock contemplated to be issued as Merger Shares (which shares of Parent Common Stock, together with any dividends or distributions with respect thereto, and the aggregate Cash Consideration being hereinafter collectively referred to as the "Exchange Fund"). As soon as practicable after the Effective Time, the Exchange Agent shall mail deliver to each holder of record of a certificate or certificates (each, an "Old Certificate") which immediately before prior to the Effective Time represented issued and outstanding shares of Company Common Stock certificates (collectively, the "Old New Certificates"): (i) a letter of transmittal advising such holders of the terms of the exchange effected by the Merger (and specifying how delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of Old Certificates in exchange for certificates representing Merger Shares and the applicable amount of Cash Consideration. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Old Certificate shall be entitled to receive in exchange therefor a (A) certificate representing that number of whole shares of Parent Common Stock and Merger Shares (Bother than the Escrowed Shares) Cash Consideration which such holder has the right to receive pursuant to the provisions Section 2.1(d)(i) with respect to such Old Certificate against receipt by Parent of this Article II (i) such Old Certificate for cancellation and the Plan (ii) an executed letter of Mergertransmittal, and the Old Certificate so surrendered shall forthwith be cancelledcancelled (the certificates representing the Escrowed Shares having concurrently been deposited on behalf of the Stockholders into escrow as contemplated by Section 2.2(b) hereof). In the event of a transfer of ownership of shares of Company Common Stock which are is not registered on the transfer records of the Company, it shall New Certificates representing the proper number of shares of Parent Common Stock may be issued to a condition of the exchange thereof that transferee if the Old Certificate representing such Company Common Stock is presented to the Exchange Agent properly endorsed and otherwise in proper form for transfer and Parent, accompanied by all documents required to evidence and affect effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(a) and the Plan of Merger2.2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender New Certificates representing the Merger Shares (xother than the Escrowed Shares) the certificate representing shares of Parent Common Stock, (y) and cash in lieu of fractional shares (as hereinafter provided) of Parent Common Stock and (z) the applicable amount of Cash Consideration as contemplated by this Article II Section 2.1(d)(i), and such Stockholders portion of the Plan Per Share Cash Payment, without interest, as contemplated by Section 2(d)(ii). All Escrowed Shares shall be held by, and distributed in accordance with, the terms and provisions of Mergerthe Escrow Agreement.