Common use of Procedure for Exchange Clause in Contracts

Procedure for Exchange. (i) Immediately after the Effective Time, (A) Parent shall furnish to First City Transfer Company, its transfer agent, or such other bank or trust company reasonably acceptable to the Target, to act as exchange agent (the "Exchange Agent") a corpus (the "Exchange Fund") consisting of Parent Shares and cash sufficient to permit the Exchange Agent to make full payment of the Merger Consideration to the holders of all of the issued and outstanding Target Shares (other than any Target Shares owned by the Target), less such portion of the Parent Shares to be delivered to the holders of the issued and outstanding Target Shares which when added to the other Merger Consideration to be delivered to the Escrow Agent pursuant to the Escrow Agreement pursuant to Section 2(d)(vi) above constitutes 10% of the total Merger Consideration (the "Escrow Amount") which will be withheld from each of the Pledgees under the Escrow Agreement proportionately, based on the Merger Consideration to which each such Pledgee is entitled pursuant to this Agreement and (B) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by the Target and Parent prior to Closing to each holder of issued and outstanding Target Shares (other than any Target Shares owned by the Target) for the holder to use in surrendering the certificates that, immediately prior to the Effective Time, represented his or its Target Shares against payment of the Merger Consideration to which the holder is entitled pursuant to Section 2(e)(ii), subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement. Upon surrender to the Exchange Agent of these certificates, together with the letter of transmittal, duly executed and completed in accordance with the letter of transmittal instructions, subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement, Parent shall promptly cause to be issued a certificate representing that number of whole Parent Shares and a check representing the amount of cash in lieu of any fractional shares to which the Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares payable to recipients of Parent Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of payment that the surrendered certificate must be properly endorsed or otherwise in proper form for transfer and that 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 the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that this tax has been paid or is not applicable. If any certificate representing Target Shares is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming a certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for this lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof; except that, the Person to whom this Merger Consideration is paid shall, as a condition precedent to the payment thereof, indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Parent Shares and payable to the holders of record thereof will be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender this certificate in accordance with this Section 2(e). After the surrender of a certificate in accordance with this Section 2(e), the record holder thereof is entitled to receive any such dividends or other distributions, without any interest thereon, which previously had become payable with respect to the Parent Shares represented by such certificate. No holder of an unsurrendered certificate is entitled, until the surrender of such certificate, to vote the Parent Shares into which his or its Target Shares shall have been converted. (ii) The Parent shall pay, or shall cause the Surviving Corporation to pay, all charges and expenses of the Exchange Agent.

Procedure for Exchange. (ia) Immediately after the Effective Time, (A) Parent shall furnish to First City Transfer CompanyStockTrans, Inc., its transfer agent, or such other bank or trust company reasonably acceptable to the Target, Company to act as exchange agent (the "“Exchange Agent") ”), a corpus (the "“Exchange Fund"”) consisting of Parent Shares and cash sufficient to permit the Exchange Agent to make full payment of the Merger Consideration to the holders of all of the issued and outstanding Target Company Shares (other than any Target Company Shares owned by the TargetCompany), less such portion the amount in cash equal to 10% of the Parent Shares Total Merger Consideration, which amount (the “Escrowed Consideration”) will be withheld from the amounts otherwise to be delivered to the holders of the issued and outstanding Target Shares which when added to the other Merger Consideration to be delivered to the Escrow Agent pursuant to the Escrow Agreement pursuant to Section 2(d)(vi) above constitutes 10% of the total Merger Consideration (the "Escrow Amount") which will be withheld from each of the Pledgees under the Escrow Agreement proportionately, based on the Preferred Stock as Merger Consideration to which each such Pledgee is holder of Preferred Stock would, but for this Section 2.5(a), be entitled to be delivered pursuant to this Agreement Agreement, pro rata in proportion to the respective amount otherwise so deliverable and (B) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by the Target Company and Parent prior to Closing to each holder of issued and outstanding Target Company Shares (other than any Target Company Shares owned by the TargetCompany) that is entitled to receive any Merger Consideration for the holder to use in surrendering the certificates that, immediately prior to the Effective Time, represented his or its Target Company Shares against payment of the Merger Consideration to which the holder is entitled pursuant to Section 2(e)(ii2.4(f), subject to the escrow of the Escrow Amount Escrowed Consideration pursuant to the Escrow Agreement. Notwithstanding the withholding of the Escrowed Consideration and deposit thereof with the Escrow Agent pursuant to Section 2.6(a), each Preferred Stockholder shall, for all purposes of Section 2.4, be deemed to have received its pro rata share of such Escrowed Consideration so withheld and deposited. Upon surrender to the Exchange Agent of these certificates, together with the letter of transmittal, duly executed and completed in accordance with the letter of transmittal instructions, subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement, Parent shall promptly cause to be issued a certificate representing that number of whole Parent Shares and a check representing the amount of cash in lieu of any fractional shares to which the Persons are entitled, Merger Consideration (after giving effect to any required tax withholdingswithholdings and the withholding of the Escrowed Consideration). No interest will be paid or accrued on the cash in lieu of fractional shares any amounts payable to recipients former holders of Parent Company Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of payment that the surrendered certificate must be properly endorsed or otherwise in proper form for transfer and that 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 the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that this tax has been paid or is not applicable. If any certificate representing Target Company Shares is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming a certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for this lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof; thereof except that, that the Person to whom this Merger Consideration is paid shall, as a condition precedent to the payment thereof, indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Parent Shares and payable to the holders of record thereof will be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender this certificate in accordance with this Section 2(e). After the surrender of a certificate in accordance with this Section 2(e), the record holder thereof is entitled to receive any such dividends or other distributions, without any interest thereon, which previously had become payable with respect to the Parent Shares represented by such certificate. No holder of an unsurrendered certificate is entitled, until the surrender of such certificate, to vote the Parent Shares into which his or its Target Shares shall have been converted. (iib) The Parent shall pay, or shall cause the Surviving Corporation to pay, all charges and expenses of the Exchange Agent.

Procedure for Exchange. (i) Immediately after Any exchange shall be exercised pursuant to a notice of exchange (the Effective Time"SERIES A EXCHANGE NOTICE") delivered to the General Partner by the holder who is exercising such exchange right, by (A) Parent shall furnish to First City Transfer Company, its transfer agent, or such other bank or trust company reasonably acceptable to the Target, to act as exchange agent (the "Exchange Agent") a corpus (the "Exchange Fund") consisting of Parent Shares and cash sufficient to permit the Exchange Agent to make full payment of the Merger Consideration to the holders of all of the issued and outstanding Target Shares (other than any Target Shares owned by the Target), less such portion of the Parent Shares to be delivered to the holders of the issued and outstanding Target Shares which when added to the other Merger Consideration to be delivered to the Escrow Agent pursuant to the Escrow Agreement pursuant to Section 2(d)(vi) above constitutes 10% of the total Merger Consideration (the "Escrow Amount") which will be withheld from each of the Pledgees under the Escrow Agreement proportionately, based on the Merger Consideration to which each such Pledgee is entitled pursuant to this Agreement fax and (B) Parent will cause by certified mail postage prepaid. The exchange of Series A Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the General Partner of the Series A Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form Notice by delivering certificates, if any, representing such Series A Preferred Units to be mutually agreed upon by exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series A Preferred Units to the Target and Parent prior office of the General Partner maintained for such purpose. Currently, such office is: Sun Communities, Inc. Suit▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to Closing to each holder of issued and outstanding Target Shares (other than any Target Shares owned by the Target) for the holder to use in surrendering the certificates that, have been effected immediately prior to the Effective Time, represented his or its Target Shares against payment close of business on the Merger Consideration date on which such Series A Preferred Units to which the holder is entitled pursuant to Section 2(e)(ii), subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement. Upon surrender to the Exchange Agent of these certificates, be exchanged (together with the letter of transmittal, duly executed and completed in accordance with the letter of transmittal instructions, subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement, Parent shall promptly cause to be issued a certificate representing that number of whole Parent Shares and a check representing the amount of cash in lieu of any fractional shares to which the Persons are entitled, after giving effect to any all required tax withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares payable to recipients of Parent Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of payment that the surrendered certificate must be properly endorsed or otherwise in proper form for transfer and that 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 the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that this tax has been paid or is not applicable. If any certificate representing Target Shares is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming a certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for this lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof; except that, the Person to whom this Merger Consideration is paid shall, as a condition precedent to the payment thereof, indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Parent Shares and payable to the holders of record thereof will be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender this certificate in accordance with this Section 2(e). After the surrender of a certificate in accordance with this Section 2(e), the record holder thereof is entitled to receive any such dividends or other distributions, without any interest thereon, which previously had become payable with respect to the Parent Shares represented by such certificate. No holder of an unsurrendered certificate is entitled, until the surrender of such certificate, to vote the Parent Shares into which his or its Target Shares documentation) shall have been convertedsurrendered and notice shall have been received by the General Partner as aforesaid and the Series A Exchange Price shall have been delivered. Any Series A Preferred Stock issued pursuant to this SECTION 16.9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended and relevant state securities or blue sky laws. (ii) The Parent In the event of an exchange of Series A Preferred Units for shares of Series A Preferred Stock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series A Preferred Units tendered for exchange shall pay, or shall cause (A) accrue on the Surviving Corporation to pay, all charges and expenses shares of the Exchange AgentSeries A Preferred Stock into which such Series A Preferred Units are exchanged, and (B) continue to accrue on such Series A Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series A Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series A Preferred Unit that was validly exchanged into Series A Preferred Stock pursuant to this section (other than the General Partner now holding such Series A Preferred Unit), receive a cash distribution out of available cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution with respect to the share of Series A Preferred Stock for which such Series A Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series A Preferred Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series A Preferred Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (ia) Immediately after prior to the Learning Curve Effective Time, (A) Parent RCE shall furnish to First City Transfer deposit with EquiServe Trust Company, its transfer agentN.A., or such other bank or trust company exchange agent selected by RCE and reasonably acceptable to the TargetLearning Curve, to act as exchange agent (the "Exchange Agent") a corpus for the benefit of the holders of Learning Curve Shares, for exchange in accordance with this Article II through the Exchange Agent, cash, including the Cash Consideration, and certificates representing the Merger Shares (such cash, certificates for Merger Shares, and cash in lieu of fractional shares (if any), together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund") consisting of Parent Shares and cash sufficient payable or issuable pursuant to permit section 2.4(e) in exchange for the outstanding Learning Curve Shares. (b) As soon as reasonably practicable after the Learning Curve Effective Time, the Exchange Agent shall mail or personally deliver to make full payment each holder of the Merger Consideration to the holders record (or his or her attorney-in-fact) of all of the issued and outstanding Target Shares (other than any Target Shares owned by the Target), less such portion of the Parent Shares to be delivered to the holders of the issued and outstanding Target Learning Curve Shares which when added were converted into the right to receive Cash Consideration and/or Merger Shares pursuant to section 2.4(e) and cash in lieu of fractional shares (if any) and the other Merger Consideration to be delivered to the Escrow Agent pursuant to the Escrow Agreement pursuant to Section 2(d)(visection 2.4(e), (i) above constitutes 10% of the total Merger Consideration (the "Escrow Amount") which will be withheld from each of the Pledgees under the Escrow Agreement proportionately, based on the Merger Consideration to which each such Pledgee is entitled pursuant to this Agreement and (B) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form which shall specify that delivery shall be effected, and risk of loss and title to be mutually agreed upon by the Target and Parent prior to Closing to each holder of issued and outstanding Target Shares (other than any Target Shares owned by the Target) for the holder to use in surrendering the certificate or certificates that, which immediately prior to the Learning Curve Effective Time, represented his or its Target outstanding Learning Curve Shares against payment (the "Certificates") shall pass, only upon delivery of the Merger Consideration to which the holder is entitled pursuant to Section 2(e)(ii), subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement. Upon surrender Certificates to the Exchange Agent and shall be in such form and have such other provisions as RCE may reasonably specify), and (ii) instructions for use in effecting the surrender of these certificatesthe Certificates in exchange for Cash Consideration and/or certificates representing Merger Shares (together, the "Exchange Documents"). With respect to any Conversion Shares, the Certificate for such Conversion Shares may be represented by a certificate representing the Learning Curve Preferred Shares which have converted into Conversion Shares prior to the Learning Curve Effective Time. Upon request of Learning Curve not less than ten Business Days prior to the Learning Curve Effective Time, RCE shall cause the Exchange Documents to be delivered to all of the holders of Learning Curve Shares identified by Learning Curve. At the Learning Curve Effective Time and upon surrender of a Certificate for cancellation to the Exchange Agent, together with the such letter of transmittal, duly executed and completed executed, the holder of such Certificate shall be entitled to receive in accordance with exchange therefor the letter of transmittal instructions, subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement, Parent shall promptly cause to be issued Cash Consideration and/or a certificate representing that number of whole Parent Merger Shares which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II (after taking into account all Learning Curve Shares then held by such holder) and cash in lieu of fractional shares (if any), and the Certificate so surrendered shall forthwith be canceled and the Cash Consideration and/or cash in lieu of fractional shares and/or certificate representing Merger Shares shall be sent as promptly as practicable to such holder; provided, however, that any holder of a Certificate who, prior to the Closing Date, surrenders such Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and wire transfer instructions in proper form shall be entitled to receive the Cash Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II by wire transfer on the Closing Date in accordance with such wire transfer instructions as well as, if applicable, the delivery, on the Closing Date or as soon thereafter as reasonably practicable, of a certificate representing that number of whole Merger Shares which such holder has a right to receive. Notwithstanding the foregoing, any Cash Consideration payable to a holder of a Certificate shall be net of the amounts due, if any, as of the Closing Date by such holder to Learning Curve under any Stock Option Loan to which such holder is a party. In the event of a transfer of ownership of Learning Curve Shares which is not registered in the transfer records of Learning Curve, Cash Consideration and/or cash in lieu of fractional shares and/or a certificate representing the proper number of Merger Shares may be issued to a transferee if the Certificate representing such Learning Curve Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The Exchange Agent shall make reasonable efforts to make available additional letters of transmittal and instructions to all such persons who become holders (or beneficial owners) of Learning Curve Shares. Until surrendered as contemplated by this section 2.8(b), each Certificate shall be deemed at any time after the Learning Curve Effective Time to represent only the right to receive upon such surrender Cash Consideration and/or the certificate representing Merger Shares and a check representing the amount of cash in lieu of any fractional shares to which Merger Shares as well as the Persons are entitled, after giving effect rights to any required tax withholdings. No interest will be paid Participants' Working Capital Adjustment, Participants' Earnout Consideration and Escrow Participation Amount as contemplated by section 2.4(e). (c) RCE shall not pay any dividend or accrued make any distribution on RCE Shares, with a record date at or after the cash in lieu Learning Curve Effective Time, to any record holder of fractional shares payable to recipients of Parent Learning Curve Shares unless and until the holder surrenders for exchange the stock certificate or certificates that formerly represented the holder's Learning Curve Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of payment that the surrendered certificate must be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment RCE instead shall pay any transfer the dividend or other taxes required by reason of make the payment distribution to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that this tax has been paid in trust for the benefit of the holder pending the surrender and exchange. No holder of Learning Curve Shares shall be entitled to any interest or is not applicable. If earnings on the dividend or distribution held in trust by the Exchange Agent pending receipt thereof by the holder upon surrender for exchange of the Learning Curve Share certificates. (d) In the event any certificate representing Target Learning Curve Shares is shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that such fact by the Person claiming a such certificate to be has been lost, stolen stolen, or destroyed, and if reasonably required by RCE, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent will issue in exchange for this such documentation of the lost, stolen stolen, or destroyed certificate certificate, the Merger Consideration deliverable applicable Cash Consideration, RCE Shares and any unpaid dividends or other distributions in respect thereof; except that. (e) RCE may terminate the Exchange Fund and cause the Exchange Agent to return any portion of the Exchange Fund remaining unclaimed 180 days after the Closing Date, and thereafter each remaining record holder of Learning Curve Shares who has not surrendered for exchange the Person certificates representing the Learning Curve Shares shall be entitled to whom this Merger Consideration is paid shalllook to RCE (subject to abandoned property, escheat, and other similar Laws) as a condition precedent to the payment thereof, indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation general creditor thereof with respect to the certificate alleged Merger Consideration to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Parent Shares and payable to the holders of record thereof will be paid to which the holder is entitled upon surrendering for exchange the stock certificate or certificates that formerly represented the holder's Learning Curve Shares. Notwithstanding the foregoing, none of any unsurrendered certificate until the holder thereof shall surrender this certificate in accordance with this Section 2(e). After the surrender of a certificate in accordance with this Section 2(e)RCE, the record holder thereof is entitled Learning Curve Surviving Corporation, LC SUB II Surviving Corporation, LC SUB III Surviving Corporation, or the Exchange Agent shall be liable to receive any such dividends Escrow and Earnout Participants for any amounts properly delivered to a public official pursuant to applicable abandoned property, escheat, or other distributions, without any interest thereon, which previously had become payable with respect to the Parent Shares represented by such certificate. No holder of an unsurrendered certificate is entitled, until the surrender of such certificate, to vote the Parent Shares into which his or its Target Shares shall have been convertedsimilar Laws. (iif) The Parent RCE shall paypay all fees, or shall cause the Surviving Corporation to payexpenses, all and other charges and expenses of the Exchange Agent.

Procedure for Exchange. (ia) Immediately after the Effective Time, (A) Parent shall furnish to First City Transfer CompanyStockTrans, Inc., its transfer agent, or such other bank or trust company reasonably acceptable to the Target, Company to act as exchange agent (the "“Exchange Agent") ”), a corpus (the "“Exchange Fund"”) consisting of Parent Shares and cash sufficient to permit the Exchange Agent to make full payment of the Merger Consideration to the holders of all of the issued and outstanding Target Company Shares (other than any Target Company Shares owned by the TargetCompany), less such portion number and amount of the Parent Shares and cash that equals 5% of the aggregate number of Parent Shares and amount of cash that would have been deliverable to the Preferred Stockholders as Merger Consideration pursuant to Section 2.4(f)(2) were all outstanding shares of Preferred Stock as of the Effective Time to be converted and without giving effect to the withholding therefrom pursuant to this Section 2.5(a) or to any adjustment pursuant to Section 2.4(f)(4), which number of Parent Shares and amount of cash (the “Escrowed Consideration”) will be withheld from the amounts otherwise to be delivered to the holders of the issued and outstanding Target Shares which when added to the other Merger Consideration to be delivered to the Escrow Agent pursuant to the Escrow Agreement pursuant to Section 2(d)(vi) above constitutes 10% of the total Merger Consideration (the "Escrow Amount") which will be withheld from each of the Pledgees under the Escrow Agreement proportionately, based on the Preferred Stock as Merger Consideration to which each such Pledgee is holder of Preferred Stock would, but for this Section 2.5(a), be entitled to be delivered pursuant to this Agreement Agreement, pro rata in proportion to the respective amounts of cash and Parent Shares otherwise so deliverable and (B) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by the Target Company and Parent prior to Closing to each holder of issued and outstanding Target Company Shares (other than any Target Company Shares owned by the TargetCompany) for the holder to use in surrendering the certificates that, immediately prior to the Effective Time, represented his or its Target Company Shares against payment of the Merger Consideration to which the holder is entitled pursuant to Section 2(e)(ii2.4(f), subject to the escrow of the Escrow Amount Escrowed Consideration pursuant to the Escrow Agreement. Notwithstanding the withholding of the Escrowed Consideration and deposit thereof with the Escrow Agent pursuant to Section 2.6(a), each Preferred Stockholder shall, for all purposes of Section 2.4, be deemed to have received any such Escrowed Consideration so withheld and deposited. Upon surrender to the Exchange Agent of these certificates, together with the letter of transmittal, duly executed and completed in accordance with the letter of transmittal instructions, subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement, Parent shall promptly cause to be issued a certificate representing that number of whole Parent Shares Shares, if any, to which the Persons are entitled (in each case bearing the legends set forth in Sections 5.8(b) and 5.8(d) and after giving effect to any required tax withholdings and the withholding of the Escrowed Consideration) and a check representing the sum of (x) the Cash Component (after giving effect to any required tax withholdings, the withholding of the Escrowed Consideration and the provisions of Section 2.4(f)(4)) and (y) the amount of cash in lieu of any fractional shares to which the Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or accrued on the Cash Component or the cash in lieu of fractional shares payable to recipients of Parent Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of payment that the surrendered certificate must be properly endorsed or otherwise in proper form for transfer and that 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 the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that this tax has been paid or is not applicable. If any certificate representing Target Company Shares is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming a certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for this lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof; thereof except that, that the Person to whom this Merger Consideration is paid shall, as a condition precedent to the payment thereof, indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Parent Shares and payable to the holders of record thereof will be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender this certificate in accordance with this Section 2(e)2.5. After the surrender of a certificate in accordance with this Section 2(e)2.5, the record holder thereof is entitled to receive any such dividends or other distributions, without any interest thereon, which previously had become payable with respect to the Parent Shares represented by such certificate. No holder of an unsurrendered certificate is entitled, until the surrender of such certificate, to vote the Parent Shares into which his or its Target Company Shares shall have been converted. (iib) The Parent shall pay, or shall cause the Surviving Corporation to pay, all charges and expenses of the Exchange Agent.