Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. (i) Promptly after the Effective Time (and in any event within three Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or transfer of the Book Entry Shares to the Paying Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares) to the Paying Agent (the “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or the Book Entry Shares to the Paying Agent in exchange for payment of the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) of cash that such holder has the right to receive pursuant to Section 4.1(a). (ii) Upon surrender to the Paying Agent of Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or Book Entry Shares, together with, in the case of Share Certificates, the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book Entry Shares held through the Depositary Trust Company, receipt of an “agent’s message” by the Paying Agent, and such other documents as may be reasonably required by the Paying Agent, the holder of such Share Certificates or Book Entry Shares shall be entitled to receive in exchange therefor, and the Paying Agent shall be required to deliver to each such holder, a check in the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) of cash that such holder has the right to receive pursuant to Section 4.1(a). (iii) No interest will be paid or accrued on any amount payable upon surrender of any Shares. (iv) In the event of a transfer of ownership of Shares (other than Excluded Shares) represented by a Share Certificate or Share Certificates that is not registered in the stock transfer books and records of the Company or if the consideration payable is to be paid in a name other than that in which the Share Certificate or Share Certificates surrendered or transferred in exchange therefor registered in the stock transfer books and records of the Company, a check for any cash to be paid upon due surrender of the Share Certificate or Share Certificates may be issued to such transferee if the Share Certificate or Share Certificates formerly representing such Shares are duly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance reasonably satisfactory to the Paying Agent. Payment of the Per Share Merger Consideration in respect of Book Entry Shares shall only be made to the Person in whose name such Book Entry Shares are registered in the transfer books and records of the Company.

Procedures for Surrender. (i) Promptly after After the Effective Time Time, and (and in any event within three Business Days thereafter), A) upon surrender to the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record of Company Shares (other than Excluded Shares) that are Certificates, by physical surrender of such Certificates (Aor affidavit of lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 4.2(h)) a notice advising such holders in accordance with the terms of the effectiveness letter of the Mergertransmittal and accompanying instructions, (B) a upon the transfer of Company Shares (other than Excluded Shares) that are Book Entry Company Shares not held through DTC, in accordance with the terms of the letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title shall pass, only upon accompanying instructions (including the delivery of any other documents the Share Certificates Exchange Agent may reasonably require), or (or affidavits of loss in lieu of C) upon the Share Certificates as provided in Section 4.2(f)) or transfer of the Company Shares (other than Excluded Shares) that are Book Entry Company Shares to the Paying Agent (held through DTC, including customary provisions with respect to by delivery of an “agent’s message,” with respect to Book Entry Shares) to the Paying Agent (the “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or the Book Entry Shares to the Paying Agent in exchange for payment of the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) of cash that such holder has the right to receive pursuant to Section 4.1(a). (ii) Upon surrender to the Paying Agent of Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or Book Entry Shares, together with, in the case of Share Certificates, the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book Entry Shares held through the Depositary Trust Company, receipt of an “agentDTC’s message” by the Paying Agent, customary procedures and such other documents procedures as may be reasonably required agreed by Parent, the Paying AgentExchange Agent and DTC, the holder of such Share Certificates or Book Entry Company Shares shall be entitled to receive in exchange therefor, and Parent and the Paying Surviving Corporation shall cause the Exchange Agent shall be required to pay and deliver in exchange thereof as promptly as practicable, (1) the aggregate amount of Cash Consideration such holder is entitled to each such holderreceive pursuant to Section 4.1(a), a check (2) the number of Certificates of Parent Shares or Book Entry Parent Shares representing, in the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) aggregate, the whole number of cash shares that such holder has the a right to receive pursuant to Section 4.1(a), (3) any dividends or other distributions payable pursuant to Section 4.1(a)(C) or Section 4.2(d), and (4) any cash in lieu of fractional Parent Shares payable pursuant to Section 4.2(f), if applicable. (iii) No interest will be paid or accrued on any amount payable upon surrender of any Shares. (ivii) In the event of a transfer of ownership of Company Shares (other than Excluded Shares) represented by a Share Certificate or Share Certificates that is are not registered in the stock transfer books and records of the Company or if the consideration payable is to be paid in a name other than that in which the Share Certificate or Share Certificates surrendered or transferred in exchange therefor registered in the stock transfer books and records of the Company, a check for any cash to be paid upon due surrender the Exchange Agent may make payment of the Share Certificate or Share Certificates may be issued proper amount of Merger Consideration to such transferee if (A) in the Share Certificate or Share case of Book Entry Company Shares, written instructions authorizing the transfer of the Book Entry Company Shares are presented to the Exchange Agent, (B) in the case of Certificates, the Certificates formerly representing such Company Shares are duly endorsed and otherwise in proper form for surrender and presented surrendered to the Paying Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates, in the case of clause (B), are accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance substance, reasonably satisfactory to Parent and the Paying Exchange Agent. Payment of If any Parent Shares are to be delivered to a Person other than the Per Share Merger Consideration in respect of Book Entry Shares shall only be made to the Person holder in whose name such Book Entry any Company Shares are registered in registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer books of Parent Shares to a Person other than the registered holder of any Company Shares, or shall establish to the satisfaction of Parent and records the Exchange Agent that such Tax has been paid or is not applicable. (iii) No interest shall be paid or accrue on any cash payable upon surrender of the CompanyCompany Shares. Any Certificate that has been surrendered shall be cancelled by the Exchange Agent.

Procedures for Surrender. (i) Promptly after the Effective Time (and in any event within three Business Days thereafter), the Surviving Corporation Company shall cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or transfer of the Book Entry Shares to the Paying Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares) to the Paying Agent (the “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or the Book Entry Shares to the Paying Agent in exchange for payment of the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) of cash that such holder has the right to receive pursuant to Section 4.1(a). (ii) Upon surrender to the Paying Agent of Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or Book Entry Shares, together with, in the case of Share Certificates, the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book Entry Shares held through the Depositary Trust Company, receipt of an “agent’s message” by the Paying Agent, and such other documents as may be reasonably required by the Paying Agent, the holder of such Share Certificates or Book Entry Shares shall be entitled to receive in exchange therefor, and the Paying Agent shall be required to deliver to each such holder, a check in the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) of cash that such holder has the right to receive pursuant to Section 4.1(a). (iii) No interest will be paid or accrued on any amount payable upon surrender of any Shares. (iv) In the event of a transfer of ownership of Shares (other than Excluded Shares) represented by a Share Certificate or Share Certificates that is not registered in the stock transfer books and records of the Company or if the consideration payable is to be paid in a name other than that in which the Share Certificate or Share Certificates surrendered or transferred in exchange therefor registered in the stock transfer books and records of the Company, a check for any cash to be paid upon due surrender of the Share Certificate or Share Certificates may be issued to such transferee if the Share Certificate or Share Certificates formerly representing such Shares are duly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance reasonably satisfactory to the Paying Agent. Payment of the Per Share Merger Consideration in respect of Book Entry Shares shall only be made to the Person in whose name such Book Entry Shares are registered in the transfer books and records of the Company.

Procedures for Surrender. (i) Promptly after the Effective Time (and in any event within three Business Days thereafter)Time, the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares or Company Preferred Shares (other than Excluded as applicable the “Certificates”), or non-certificated Company Shares or Company Preferred Shares represented by book-entry (as applicable, “Book-Entry Shares”) and whose Certificates and Book-Entry Shares, as applicable, were converted pursuant to Section 3.1 into the right to receive the applicable Merger Consideration (A) a notice advising such holders of the effectiveness of the Merger, (Bi) a letter of transmittal in customary form specifying transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or transfer of the Book Entry Shares to the Paying Agent (including customary provisions with respect to delivery of thereof and, if required by Parent, an “agent’s message” with respect to Book Entry Sharesindemnity bond) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify (it being understood that the “forms of Letter of Transmittal”), Transmittal to be mailed to the holders of Company Common Stock and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (Cii) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)thereof and, if required by Parent, an indemnity bond) or the Book Book-Entry Shares to the Paying Agent in exchange for payment of the amount (after giving effect to any required Tax withholdings applicable Merger Consideration into which such Company Shares or Company Preferred Shares, as provided in Section 4.2(h)) of cash that such holder has the right to receive applicable, have been converted pursuant to Section 4.1(a3.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 3.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f). (ii) . Upon surrender to the Paying Agent of Share Certificates a Certificate (or affidavits an affidavit of loss in lieu of the Share Certificates as provided in Section 4.2(f)thereof and, if required by Parent, an indemnity bond) or Book Book-Entry SharesShare for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with, in the case with such letter of Share Certificates, the Letter of Transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book Entry Shares held through the Depositary Trust Company, receipt of an “agent’s message” by the Paying Agent, and such other documents as may be reasonably required by the Paying Agentpursuant to such instructions, the holder of such Certificate or Book-Entry Share Certificates or Book Entry Shares shall be entitled to receive in exchange therefortherefor the applicable Merger Consideration pursuant to the provisions of this Article III, and the Paying Agent shall be required to deliver to each such holder, a check in the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) of cash Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 4.1(a). (iii3.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f) No interest will be paid or accrued on any amount payable upon surrender of any Shares. (iv) In the event of a transfer of ownership of Shares (other than Excluded Shares) for each Company Share formerly represented by a Share such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (x) the Election Deadline and the determination of proration pursuant to Section 3.1(e) or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates that is not registered (or affidavits of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the stock transfer books and records Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Notwithstanding anything herein to the contrary, at Parent’s election, Parent may instruct the Exchange Agent to automatically convert Book-Entry Shares into the applicable Merger Consideration without any required action on the part of the Company or if holders of such Book-Entry Shares. If payment of the consideration payable applicable Merger Consideration is to be paid in made to a name Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that in which (A) the Share Certificate so surrendered shall be properly endorsed or Share Certificates surrendered or transferred in exchange therefor registered in the stock transfer books and records of the Company, a check for any cash to shall be paid upon due surrender of the Share Certificate or Share Certificates may be issued to such transferee if the Share Certificate or Share Certificates formerly representing such Shares are duly endorsed and otherwise in proper form for surrender transfer and presented (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the Paying Agent, accompanied by all documents reasonably required to evidence and effect satisfaction of Parent that such transfer and to evidence that any applicable stock transfer Taxes have Tax either has been paid or are is not applicable, in each case, in form and substance reasonably satisfactory required to the Paying Agentbe paid. Payment of the Per Share applicable Merger Consideration in with respect of Book to Book-Entry Shares shall only be made to the Person in whose name such Book Book-Entry Shares are registered registered. Until surrendered as contemplated by this Section 3.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article III, including any amount payable in the transfer books respect of Fractional Share Consideration in accordance with Section 3.6, and records any dividends or other distributions on shares of the CompanyParent Common Stock in accordance with Section 3.2(f), in each case without interest thereon.

Procedures for Surrender. (i) Promptly after After the Effective Time Time, and (and in any event within three Business Days thereafter), A) upon surrender to the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record shares of Shares Company Common Stock (other than Excluded Shares) that are Certificates, by physical surrender of such Certificates (Aor affidavit of lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in ‎Section 2.2(h)) a notice advising such holders in accordance with the terms of the effectiveness letter of the Mergertransmittal and accompanying instructions, (B) a upon the transfer of shares of Company Common Stock (other than Excluded Shares) that are Book Entry Company Shares not held through DTC, in accordance with the terms of the letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title shall pass, only upon accompanying instructions (including the delivery of any other documents the Share Certificates Exchange Agent may reasonably require), or (or affidavits of loss in lieu of C) upon the Share Certificates as provided in Section 4.2(f)) or transfer of the shares of Company Common Stock (other than Excluded Shares) that are Book Entry Company Shares to the Paying Agent (held through DTC, including customary provisions with respect to by delivery of an “agent’s message,” with respect to Book Entry Shares) to the Paying Agent (the “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or the Book Entry Shares to the Paying Agent in exchange for payment of the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) of cash that such holder has the right to receive pursuant to Section 4.1(a). (ii) Upon surrender to the Paying Agent of Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or Book Entry Shares, together with, in the case of Share Certificates, the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book Entry Shares held through the Depositary Trust Company, receipt of an “agentDTC’s message” by the Paying Agent, customary procedures and such other documents customary procedures as may be reasonably required agreed by Parent, the Paying AgentExchange Agent and DTC, the holder of such Share Certificates or Book Entry Shares shares of Company Common Stock shall be entitled to receive in exchange therefor, and Parent and the Paying Surviving Corporation shall cause the Exchange Agent shall be required to pay and deliver in exchange thereof as promptly as practicable, (1) the aggregate amount of Cash Consideration that such holder is entitled to each such holderreceive pursuant to ‎Section 2.1(a), a check (2) the number of Certificates of shares of Parent Common Stock or Book Entry Parent Shares representing, in the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) aggregate, the whole number of cash shares that such holder has the a right to receive pursuant to Section 4.1(a‎Section 2.1(a), (3) any dividends or other distributions payable that such holder is entitled to receive pursuant to ‎Section 2.2(d), and (4) any cash in lieu of fractional shares of Parent Common Stock that such holder is entitled to receive pursuant to ‎Section 2.2(f), if applicable. (iii) No interest will be paid or accrued on any amount payable upon surrender of any Shares. (ivii) In the event of a transfer of ownership of Shares (other than Excluded Shares) represented by a Share Certificate or Share Certificates shares of Company Common Stock that is are not registered in the stock transfer books and records of the Company or if the consideration payable is to be paid in a name other than that in which the Share Certificate or Share Certificates surrendered or transferred in exchange therefor registered in the stock transfer books and records of the Company, a check for any cash to be paid upon due surrender the Exchange Agent may make payment of the Share Certificate or Share Certificates may be issued proper amount of Merger Consideration to such transferee if (A) in the Share Certificate or Share case of Book Entry Company Shares, written instructions authorizing the transfer of the Book Entry Company Shares are presented to the Exchange Agent, (B) in the case of Certificates, the Certificates formerly representing such Shares shares of Company Common Stock are duly endorsed and otherwise in proper form for surrender and presented surrendered to the Paying Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates, in the case of clause (B), are accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance substance, reasonably satisfactory to Parent and the Paying Exchange Agent. Payment If any shares of Parent Common Stock are to be delivered to a Person other than the Per Share Merger Consideration in respect of Book Entry Shares shall only be made to the Person holder in whose name any shares of Company Common Stock are registered, it shall be a condition of such Book Entry Shares are registered in exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer books of shares of Parent Common Stock to a Person other than the registered holder of any shares of Company Common Stock, or shall establish to the satisfaction of Parent and records the Exchange Agent that such Tax has been paid or is not applicable. (iii) No interest shall be paid or accrue on any cash payable upon surrender of the Companyshares of Company Common Stock. Any Certificate that has been surrendered shall be cancelled by the Exchange Agent.

Procedures for Surrender. (i) Promptly As promptly as practicable after the Effective Time (and in any event event, within three (3) Business Days thereafter), the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail to each former holder of record of Shares (other than Excluded Shares) (A) a notice advising such holders as of the effectiveness of the Merger, (B) Effective Date a letter of transmittal (the “Letter of Transmittal”) for the purpose facilitating the exchange of the Shares for the Merger Consideration. The Letter of Transmittal shall— (1) contain a representation of the former holder of the Shares to which the Letter of Transmittal relates that it is an Accredited Investor and other such representations as are customary for the issuance of securities in customary form specifying a private placement without registration under the Securities Act; (2) if the Shares are represented by one or more certificates, specify that delivery of such certificates shall be effected, and risk of loss and title to the certificates shall pass, only upon delivery surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or transfer of the Book Entry Shares such certificates to the Paying Agent Exchange Agent; (including customary provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares3) to if the Paying Agent (the “Letter of Transmittal”)Shares are represented by one or more certificates, and (C) provide instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or the Book Entry Shares to the Paying Agent certificates in exchange for payment of the amount Merger Consideration; (after giving effect 4) allow the holders of the Shares to any required Tax withholdings specify instructions for payment of the cash portion of the Merger Consideration by wire transfer; (5) contain a release of the Company, the Surviving Company and their Affiliates by the former holder of the Shares to which the Letter of Transmittal relates, to the maximum extent allowed by law, for matters, if any, arising in connection with or relating to the ownership of the Shares; (6) be accompanied by a substitute Form W-9, together with instructions for completing the Form W-9 or for obtaining and submitting, if applicable, a Form W-8; (7) if the Letter of Transmittal is delivered by a Major Stockholder, contain a consent of such Major Stockholder to the provisions of Section 1.3, Section 2.4 and Article VIII; (8) otherwise be in such form and have such other provisions as provided in Section 4.2(h)) of cash that such holder has Parent or the right to receive pursuant to Section 4.1(a)Exchange Agent may reasonably specify. (ii) Upon surrender delivery of a Letter of Transmittal with respect to the Paying Agent of Share Certificates (Shares, duly executed and in proper form, and, if the Shares are represented by one or affidavits of loss in lieu more certificates, surrender of the Share Certificates as provided in Section 4.2(f)) certificates for cancellation to the Exchange Agent or Book Entry Shares, together with, in the case of Share Certificates, the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book Entry Shares held through the Depositary Trust Company, receipt of an “agent’s message” by the Paying Agent, and to such other documents agent or agents as may be reasonably required appointed by the Paying Agent▇▇▇▇▇▇, the former holder of such Share Certificates or Book Entry Shares shall be entitled to receive in exchange therefor, and the Paying Agent Merger Consideration for each Share. Any such certificates so surrendered shall forthwith be required to deliver to each such holder, a check in the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) of cash that such holder has the right to receive pursuant to Section 4.1(a)cancelled. (iii) No interest will The Parent Common Stock included in the Merger Consideration shall be paid or accrued issued in direct registration on any amount payable upon surrender the books and records of any Sharesthe Parent Transfer Agent, and shall not be represented by certificates, and shall be restricted as to transfer under the United States federal securities laws as having been issued in a private placement without registration under the Securities Act. Appropriate notation shall be made on the books and records of the transfer agent reflecting such restrictions on transfer. (iv) In the event of a transfer of ownership of Shares (other than Excluded Shares) represented by a Share Certificate or Share Certificates that is not registered in the stock transfer books and records of the Company or if the consideration payable is The Merger Consideration, when paid, shall be deemed to be paid in a name other than that in which the Share Certificate or Share Certificates surrendered or transferred in exchange therefor registered in the stock transfer books and records of the Company, a check for any cash to be paid upon due surrender of the Share Certificate or Share Certificates may be issued to such transferee if the Share Certificate or Share Certificates formerly representing such Shares are duly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance reasonably satisfactory full satisfaction of all rights pertaining to the Paying Agent. Payment of the Per Share Merger Consideration Shares in respect of Book Entry Shares shall only be made to the Person in whose name such Book Entry Shares are registered in the transfer books and records of the Companywhich Merger Consideration was paid.

Procedures for Surrender. (i) Promptly after After the Effective Time Time, and (and in any event within three Business Days thereafter), A) upon surrender to the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record shares of Shares Company Common Stock (other than Excluded Shares) that are Certificates, by physical surrender of such Certificates (Aor affidavit of lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 2.2(h)) a notice advising such holders in accordance with the terms of the effectiveness letter of the Mergertransmittal and accompanying instructions, (B) a upon the transfer of shares of Company Common Stock (other than Excluded Shares) that are Book Entry Company Shares not held through DTC, in accordance with the terms of the letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title shall pass, only upon accompanying instructions (including the delivery of any other documents the Share Certificates Exchange Agent may reasonably require), or (or affidavits of loss in lieu of C) upon the Share Certificates as provided in Section 4.2(f)) or transfer of the shares of Company Common Stock (other than Excluded Shares) that are Book Entry Company Shares to the Paying Agent (held through DTC, including customary provisions with respect to by delivery of an “agent’s message,” with respect to Book Entry Shares) to the Paying Agent (the “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or the Book Entry Shares to the Paying Agent in exchange for payment of the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) of cash that such holder has the right to receive pursuant to Section 4.1(a). (ii) Upon surrender to the Paying Agent of Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or Book Entry Shares, together with, in the case of Share Certificates, the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book Entry Shares held through the Depositary Trust Company, receipt of an “agentDTC’s message” by the Paying Agent, customary procedures and such other documents customary procedures as may be reasonably required agreed by Parent, the Paying AgentExchange Agent and DTC, the holder of such Share Certificates or Book Entry Shares shares of Company Common Stock shall be entitled to receive in exchange therefor, and Parent and the Paying Surviving Corporation shall cause the Exchange Agent shall be required to pay and deliver in exchange thereof as promptly as practicable, (1) the aggregate amount of Cash Consideration that such holder is entitled to each such holderreceive pursuant to Section 2.1(a), a check (2) the number of Certificates of shares of Parent Common Stock or Book Entry Parent Shares representing, in the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) aggregate, the whole number of cash shares that such holder has the a right to receive pursuant to Section 4.1(a2.1(a), (3) any dividends or other distributions payable that such holder is entitled to receive pursuant to Section 2.2(d), and (4) any cash in lieu of fractional shares of Parent Common Stock that such holder is entitled to receive pursuant to Section 2.2(f), if applicable. (iii) No interest will be paid or accrued on any amount payable upon surrender of any Shares. (ivii) In the event of a transfer of ownership of Shares (other than Excluded Shares) represented by a Share Certificate or Share Certificates shares of Company Common Stock that is are not registered in the stock transfer books and records of the Company or if the consideration payable is to be paid in a name other than that in which the Share Certificate or Share Certificates surrendered or transferred in exchange therefor registered in the stock transfer books and records of the Company, a check for any cash to be paid upon due surrender the Exchange Agent may make payment of the Share Certificate or Share Certificates may be issued proper amount of Merger Consideration to such transferee if (A) in the Share Certificate or Share case of Book Entry Company Shares, written instructions authorizing the transfer of the Book Entry Company Shares are presented to the Exchange Agent, (B) in the case of Certificates, the Certificates formerly representing such Shares shares of Company Common Stock are duly endorsed and otherwise in proper form for surrender and presented surrendered to the Paying Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates, in the case of clause (B), are accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance substance, reasonably satisfactory to Parent and the Paying Exchange Agent. Payment If any shares of Parent Common Stock are to be delivered to a Person other than the Per Share Merger Consideration in respect of Book Entry Shares shall only be made to the Person holder in whose name any shares of Company Common Stock are registered, it shall be a condition of such Book Entry Shares are registered in exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer books of shares of Parent Common Stock to a Person other than the registered holder of any shares of Company Common Stock, or shall establish to the satisfaction of Parent and records the Exchange Agent that such Tax has been paid or is not applicable. (iii) No interest shall be paid or accrue on any cash payable upon surrender of the Companyshares of Company Common Stock. Any Certificate that has been surrendered shall be cancelled by the Exchange Agent.