Common use of Procedure for Payment Clause in Contracts

Procedure for Payment. (i) Immediately after the Effective Time, (A) SSI will furnish to the Exchange Agent a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of SSI Shares equal to the product of (I) that number of SSI Shares referred to in ss. 2(d)(v)(A) above multiplied by (II) the number of outstanding CRA Shares, (B) SSI will cause the Exchange Agent to mail a letter of transmittal for the holder to use in surrendering the certificates which represented his or its CRA Shares in exchange for a certificate representing the number of SSI Shares to which that holder is entitled; PROVIDED, that certificates surrendered for exchange by any Person constituting an "affiliate" of CRA for purposes of Rule 144(c) under the Securities Act shall not be exchanged for certificates representing SSI Shares until SSI shall have received from such Person any documents referred to in ss.6(a) below, if any, requiring delivery or execution by such Person, and (C) SSI shall pay an amount equal to the cash portion of the Merger Consideration per CRA Share times the number of outstanding CRA Shares into an account designated by the Exchange Agent. (ii) SSI will not pay any dividend or make any distribution on SSI Shares (with a record date at or after the Effective Time) to any record holder of outstanding CRA Shares until the holder surrenders for exchange that holder's certificates which represented CRA Shares. SSI instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. SSI may cause the Exchange Agent to invest any cash the Exchange Agent receives from SSI as a dividend or distribution in one or more permitted investments determined by SSI; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CRA Shares as necessary. SSI may cause the Exchange Agent to pay over to SSI any net earnings with respect to the investments, and SSI will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding CRA Shares be entitled to any interest or earnings on the dividend or distribution pending surrender for exchange of his or its certificates which represent CRA Shares. (iii) SSI may cause the Exchange Agent to return any SSI Shares and dividends and distributions thereon remaining unclaimed 90 days after the Effective Time, and thereafter each remaining record holder of outstanding CRA Shares shall be entitled to look to SSI (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to SSI Shares and dividends and distributions thereon to which that record holder is entitled upon surrendering its certificates. (iv) SSI and CRA shall share equally all charges and expenses of the Exchange Agent.

Procedure for Payment. (i) Immediately after the Effective Time, (A) SSI the Acquiror will furnish to ChaseMellon Shareholder Services (the "Exchange Agent Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of SSI Acquiror Shares equal to the product of (I) that number of SSI Shares referred to in ss. 2(d)(v)(A) above multiplied by the Share Consideration times (II) the number of outstanding CRA Target Shares (other than any Dissenting Shares and Acquiror-owned Shares) and cash in the amount equal to the product of (III) the Cash Consideration (if any) times (IV) the number of outstanding Target Shares (other than any Dissenting Shares and Acquiror-owned Shares), and (B) SSI the Acquiror will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in customary form reflecting the terms of the Merger to each record holder of outstanding Target Shares for the holder to use in surrendering the certificates which represented his or its CRA Target Shares in exchange for a certificate representing the number of SSI Acquiror Shares and a check for the amount of cash (if any) to which that holder he or it is entitled; PROVIDED, that certificates surrendered for exchange plus cash in lieu of fractional shares (if any). Certificates representing securities held by any Person constituting an "affiliate" Affiliate of CRA for purposes of Rule 144(c) under the Securities Act Target shall not be exchanged for certificates representing SSI Shares until SSI shall have the Acquiror has received an agreement from such Person any documents referred to Affiliate in ss.6(a) below, if any, requiring delivery or execution by such Person, and (C) SSI shall pay an amount equal to the cash portion form of the Merger Consideration per CRA Share times the number of outstanding CRA Shares into an account designated by the Exchange AgentExhibit B hereto. (ii) SSI The Acquiror will not pay any dividend or make any distribution on SSI Acquiror Shares (with a record date at or after the Effective Time) to any record holder of outstanding CRA Target Shares until the holder surrenders for exchange that holder's his or its certificates which represented CRA Target Shares. SSI The Acquiror instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. SSI The Acquiror may cause the Exchange Agent to invest any cash the Exchange Agent receives from SSI the Acquiror as a dividend or distribution in one or more of the permitted investments determined designated by SSIthe Acquiror; PROVIDEDprovided, HOWEVERhowever, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CRA Target Shares as necessary. SSI The Acquiror may cause the Exchange Agent to pay over to SSI the Acquiror any net earnings with respect to the investments, and SSI the Acquiror will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding CRA Target Shares be entitled to any interest or earnings on the dividend or distribution pending surrender for exchange of his or its certificates which represent CRA Sharesreceipt. (iii) SSI No fractional shares shall be issuable by the Acquiror pursuant hereto. In lieu of issuing fractional shares, a cash adjustment will be paid equal to the fraction of one Acquiror Share that would otherwise be issuable, multiplied by the Average Price. (iv) The Acquiror may cause the Exchange Agent to return any SSI Acquiror Shares and dividends and distributions thereon and any cash remaining unclaimed 90 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CRA Target Shares shall be entitled to look to SSI the Acquiror (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to SSI the Acquiror Shares and dividends and distributions thereon and any cash to which that record holder he or it is entitled upon surrendering surrender of his or its certificates. (ivv) SSI Notwithstanding anything in this Agreement to the contrary, Target Shares that are Dissenting Shares immediately prior to the Effective Time shall not be converted into Acquiror Shares and CRA cash (if any) pursuant to the Merger, and the holders of such Dissenting Shares shall share equally be entitled to receive payment of the fair value of their Dissenting Shares in accordance with the provisions of the Washington Business Corporation Act; unless and until such holders shall fail to perfect, lose, or withdraw their rights thereunder. If, after the Effective Time, any holder of Dissenting Shares shall fail to perfect, lose or withdraw his or its right to be paid fair value, then such Dissenting Shares no longer shall be deemed to be Dissenting Shares, and shall be treated as if they had been converted at the Effective Time into the right to receive the consideration being paid for Target Shares in the Merger, without any interest, and the Acquiror shall take all necessary action to effect the exchange of Acquiror Shares and cash (if any) for the Target Shares. The Target shall give the Acquiror prompt written notice of any demands for payment of fair value for any Target Shares, and the Acquiror shall have the right to participate in all negotiations or proceedings with respect to such demands. Without the prior written consent of the Acquiror, the Target shall not settle, offer to settle or make any payment with respect to any such demands. (vi) The Acquiror shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (i) Immediately after the Effective Time, (A) SSI the Buyer will furnish to ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder Services (the "Exchange Agent") instructions directing the Exchange Agent a stock certificate to issue to each Target Shareholder (issued in the name other than holders of the Exchange Agent or its nomineeDissenting Shares and Buyer-owned Shares) representing that number their pro rata share of SSI Buyer Shares equal to the product of (I) that number of SSI Shares referred to in ss. 2(d)(v)(A) above multiplied by the Conversion Ratio times (II) the number of outstanding CRA SharesTarget Shares such stockholder owns, and (B) SSI the Buyer will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit C to each record holder of outstanding Target Shares for the holder to use in surrendering the certificates which represented his his, her, or its CRA Target Shares in exchange for a certificate representing the number of SSI Buyer Shares to which that holder he, she, or it is entitled; PROVIDED, that certificates surrendered for exchange by any Person constituting an "affiliate" of CRA for purposes of Rule 144(c) under the Securities Act shall not be exchanged for certificates representing SSI Shares until SSI shall have received from such Person any documents referred to in ss.6(a) below, if any, requiring delivery or execution by such Person, and (C) SSI shall pay an amount equal to the cash portion of the Merger Consideration per CRA Share times the number of outstanding CRA Shares into an account designated by the Exchange Agent. (ii) SSI The Buyer will not pay any dividend or make any distribution on SSI Buyer Shares (with a record date at or after the Effective Time) to any record holder of outstanding CRA Target Shares until the holder surrenders for exchange that holder's his, her, or its certificates which represented CRA Target Shares. SSI The Buyer instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. SSI The Buyer may cause the Exchange Agent to invest any cash the Exchange Agent receives from SSI the Buyer as a dividend or distribution in one or more of the permitted investments determined by SSIset forth on Exhibit D attached hereto; PROVIDEDprovided, HOWEVERhowever, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CRA Target Shares as necessary. SSI The Buyer may cause the Exchange Agent to pay over to SSI the Buyer any net earnings with respect to the investments, and SSI the Buyer will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding CRA Target Shares be entitled to any interest or earnings on the dividend or distribution pending surrender for exchange of his or its certificates which represent CRA Sharesreceipt. (iii) SSI The Buyer may cause the Exchange Agent to return any SSI Buyer Shares and dividends and distributions thereon remaining unclaimed 90 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CRA Target Shares shall be entitled to look to SSI the Buyer (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to SSI the Buyer Shares and dividends and distributions thereon to which that record holder he, she, or it is entitled upon surrendering surrender of his, her, or its certificates. (iv) SSI and CRA The Buyer shall share equally pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (i) Immediately after the Effective Time, (A) SSI PNSO will furnish to Nevada Agency & Trust Company, 5▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ (the Exchange Agent "EXCHANGE AGENT") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of SSI PNSO Shares equal to the product of (I) that number of SSI Shares referred to in ss. 2(d)(v)(A) above multiplied by the Conversion Ratio TIMES (II) the number of outstanding CRA Visijet Shares (other than any Dissenting Shares and PNSO-owned Shares, ) and (B) SSI PNSO will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit C to each record holder of outstanding Visijet Shares for the holder to use in surrendering the certificates which represented his or its CRA Visijet Shares in exchange for a certificate representing the number of SSI PNSO Shares to which that holder he or it is entitled; PROVIDED, that certificates surrendered for exchange by any Person constituting an "affiliate" of CRA for purposes of Rule 144(c) under the Securities Act shall not be exchanged for certificates representing SSI Shares until SSI shall have received from such Person any documents referred to in ss.6(a) below, if any, requiring delivery or execution by such Person, and (C) SSI shall pay an amount equal to the cash portion of the Merger Consideration per CRA Share times the number of outstanding CRA Shares into an account designated by the Exchange Agent. (ii) SSI PNSO will not pay any dividend or make any distribution on SSI PNSO Shares (with a record date at or after the Effective Time) to any record holder of outstanding CRA Visijet Shares until the holder surrenders for exchange that holder's his or its certificates which represented CRA Visijet Shares. SSI PNSO instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. SSI PNSO may cause the Exchange Agent to invest any cash the Exchange Agent receives from SSI PNSO as a dividend or distribution in one or more of the permitted investments determined by SSIset forth on Exhibit D attached hereto; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CRA Visijet Shares as necessary. SSI PNSO may cause the Exchange Agent to pay over to SSI PNSO any net earnings with respect to the investments, and SSI PNSO will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding CRA Visijet Shares be entitled to any interest or earnings on the dividend or distribution pending surrender for exchange of his or its certificates which represent CRA Sharesreceipt. (iii) SSI PNSO may cause the Exchange Agent to return any SSI PNSO Shares and dividends and distributions thereon remaining unclaimed 90 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CRA Visijet Shares shall be entitled to look to SSI PNSO (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to SSI PNSO Shares and dividends and distributions thereon to which that record holder he or it is entitled upon surrendering surrender of his or its certificates. (iv) SSI and CRA Visijet shall share equally pay all charges and expenses of the Exchange Agent.