Common use of Mechanics of Exchange Clause in Contracts

Mechanics of Exchange. (a) At the Effective Time and subject to Section 2.4 and the provisions of the Escrow Agreement, each Shareholder shall be entitled to surrender the certificate or certificates that immediately prior to the Effective Time represented shares of Tempus Common Stock (the “Certificates”) and which were converted into the right to receive cash and shares of QuadraMed Common Stock to QuadraMed for cancellation in exchange for cash and shares of QuadraMed Common Stock into which such shares of Tempus Common Stock have been converted by virtue of the Merger, less such Shareholder’s pro rata portion of the Escrow Amount. It shall be a condition of payment that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to QuadraMed. Until so surrendered, each outstanding Certificate will represent from and after the Effective Time, for all purposes, only the right to receive the number of shares of QuadraMed Common Stock and cash into which such shares of Tempus Common Stock shall have been so converted. Upon the surrender to QuadraMed by a Shareholder of a Certificate in accordance with this Section 2.5, QuadraMed shall immediately tender to the Shareholder the Cash Consideration and Stock Consideration into which such shares of Tempus Common Stock represented by such Certificate have been converted by virtue of the Merger, less such Shareholder’s pro rata portion of the Escrow Amount. The Cash Consideration and Stock Consideration tendered to a Shareholder upon the surrender of a Certificate for exchange of the shares of Tempus Common Stock in accordance with the terms of this Agreement shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Tempus Common Stock. (b) From and after the date of this Agreement, there shall be no transfers on the stock transfer books of Tempus of Tempus Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Tempus Common Stock are presented to the Surviving Company for payment, they shall be cancelled and exchanged for the cash and shares of QuadraMed Common Stock into which the shares of Tempus Common Stock represented thereby were converted in the Merger. (c) The Company and the Surviving Company shall be entitled to deduct and withhold from the Cash Consideration otherwise payable pursuant to this Agreement to a Shareholder such amounts, if any, as the Company or the Surviving Company is required to deduct and withhold with respect to the making of such payment under the Code or any applicable Legal Requirement. To the extent that amounts are so withheld, but only to the extent such amounts are properly tendered to the appropriate Governmental Body in compliance with the Code or applicable Legal Requirement, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Shareholder in respect of which such deduction and withholding was made. Each party acknowledges that, to such party’s Knowledge, at the time of execution of this Agreement such party was not aware of any requirement to deduct and withhold any amount under this Section 2.5(c). (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Shareholder claiming such Certificate to be lost, stolen or destroyed, QuadraMed will issue or cause to be issued the amount of Cash Consideration and Stock Consideration into which such shares of Tempus Common Stock have been converted by virtue of the Merger, less such Shareholder’s pro rata portion of the Escrow Amount, in exchange for such lost, stolen or destroyed Certificate. When authorizing such issuance in exchange therefor, QuadraMed may, in its reasonable, good faith discretion and as a condition precedent to the issuance thereof, require such Shareholder to give QuadraMed a bond in an appropriate and reasonable sum as it may direct as indemnity or such other form of indemnity, as it shall reasonably direct, against any Claim that may be made against QuadraMed with respect to the Certificate alleged to have been lost, stolen or destroyed. (e) If any certificate for QuadraMed Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall (i) pay to QuadraMed any transfer or other Taxes required by reason of the issuance of certificates for shares of QuadraMed Common Stock in a name other than that of the registered holder of the Certificate surrendered, or (ii) establish to the satisfaction of QuadraMed that such Tax has been paid or is not applicable. (f) Notwithstanding anything in this Agreement to the contrary, neither QuadraMed nor any other party hereto shall be liable to a holder of shares of Tempus Common Stock for any portion of the Merger Consideration or the cash payment for any fractional interests delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein.

Mechanics of Exchange. If the Bridge Preferred Stock is required to be exchanged pursuant to Sections 5.1 or 5.2 of this Agreement, upon such exchange (athe “Exchange Date”), the holder of a certificate or certificates evidencing shares of Bridge Preferred Stock shall (i) At surrender such certificate or certificates, duly endorsed, at the Effective Time and subject to Section 2.4 and the provisions principal office of the Escrow Agreement, each Shareholder shall be entitled to surrender Company and (ii) notify the Company in writing of the name or names in which such holder wishes the certificate or certificates that immediately prior of Permanent Preferred Stock to be issued. In the Effective Time represented case of lost or destroyed certificates formerly evidencing ownership of shares of Tempus Common Bridge Preferred Stock (to be surrendered, the holder shall submit such proof of loss or destruction and, if requested by the Company, an appropriate indemnity, reasonably required by the Company. The date on which the holder satisfies the foregoing requirements is referred to as the “Certificates”) and which were converted into Delivery Date.” As soon as practicable after the right to receive cash and Delivery Date, the Company shall deliver a certificate for the number of full shares of QuadraMed Common Permanent Preferred Stock to QuadraMed for cancellation in exchange for cash and issuable upon such exchange. Notwithstanding the foregoing, regardless of whether a holder shall have surrendered such holder’s certificates evidencing shares of QuadraMed Common Bridge Preferred Stock into which such and/or received in respect thereof certificates evidencing shares of Tempus Common Stock have been converted by virtue of the MergerPermanent Preferred Stock, less such Shareholder’s pro rata portion of the Escrow Amount. It holder shall be a condition of payment that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to QuadraMed. Until so surrendered, each outstanding Certificate will represent from and after the Effective Time, for all purposes, only the right to receive Exchange Date be treated as a record holder of the number of shares of QuadraMed Common Permanent Preferred Stock and cash into which such holder's shares of Tempus Common Bridge Preferred Stock shall have been so converted. Upon exchanged and the surrender to QuadraMed certificate held by a Shareholder such holder formerly representing ownership of a Certificate in accordance with this Section 2.5, QuadraMed shall immediately tender to the Shareholder the Cash Consideration and Stock Consideration into which such shares of Tempus Common Bridge Preferred Stock represented by such Certificate have been converted by virtue shall, until surrendered in exchange for new certificates evidencing shares of Permanent Preferred Stock as contemplated above, be deemed to evidence the Merger, less such Shareholder’s pro rata portion shares of the Escrow Amount. The Cash Consideration and Permanent Preferred Stock Consideration tendered to a Shareholder issuable upon the surrender of a Certificate for exchange of the shares of Tempus Common Bridge Preferred Stock in accordance with formerly held by such holder until such time as record ownership is transferred. All shares of Permanent Preferred Stock issuable upon exchange of the terms of this Agreement Bridge Preferred Stock shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Tempus Common Stockfully paid and nonassessable. (b) From and after the date of this Agreement, there shall be no transfers on the stock transfer books of Tempus of Tempus Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Tempus Common Stock are presented to the Surviving Company for payment, they shall be cancelled and exchanged for the cash and shares of QuadraMed Common Stock into which the shares of Tempus Common Stock represented thereby were converted in the Merger. (c) The Company and the Surviving Company shall be entitled to deduct and withhold from the Cash Consideration otherwise payable pursuant to this Agreement to a Shareholder such amounts, if any, as the Company or the Surviving Company is required to deduct and withhold with respect to the making of such payment under the Code or any applicable Legal Requirement. To the extent that amounts are so withheld, but only to the extent such amounts are properly tendered to the appropriate Governmental Body in compliance with the Code or applicable Legal Requirement, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Shareholder in respect of which such deduction and withholding was made. Each party acknowledges that, to such party’s Knowledge, at the time of execution of this Agreement such party was not aware of any requirement to deduct and withhold any amount under this Section 2.5(c). (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Shareholder claiming such Certificate to be lost, stolen or destroyed, QuadraMed will issue or cause to be issued the amount of Cash Consideration and Stock Consideration into which such shares of Tempus Common Stock have been converted by virtue of the Merger, less such Shareholder’s pro rata portion of the Escrow Amount, in exchange for such lost, stolen or destroyed Certificate. When authorizing such issuance in exchange therefor, QuadraMed may, in its reasonable, good faith discretion and as a condition precedent to the issuance thereof, require such Shareholder to give QuadraMed a bond in an appropriate and reasonable sum as it may direct as indemnity or such other form of indemnity, as it shall reasonably direct, against any Claim that may be made against QuadraMed with respect to the Certificate alleged to have been lost, stolen or destroyed. (e) If any certificate for QuadraMed Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall (i) pay to QuadraMed any transfer or other Taxes required by reason of the issuance of certificates for shares of QuadraMed Common Stock in a name other than that of the registered holder of the Certificate surrendered, or (ii) establish to the satisfaction of QuadraMed that such Tax has been paid or is not applicable. (f) Notwithstanding anything in this Agreement to the contrary, neither QuadraMed nor any other party hereto shall be liable to a holder of shares of Tempus Common Stock for any portion of the Merger Consideration or the cash payment for any fractional interests delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein.

Mechanics of Exchange. (ai) At After the Effective Time and subject to Section 2.4 and the provisions of the Escrow AgreementTime, each Shareholder shall (other than holders of Dissenting Shares) will be entitled to receive and, upon surrender the certificate to Cirrus of one or more Certificates representing Company Common Stock and/or Company Preferred Stock and a duly executed letter of transmittal as described below, Cirrus shall be obligated, as soon as practicable after receipt of such Certificates and executed letters of transmittal, to deliver certificates representing that immediately prior to the Effective Time represented number of shares of Tempus Common Stock (the “Certificates”) and which were converted into the right to receive cash and shares of QuadraMed Common Stock to QuadraMed for cancellation in exchange for cash and shares of QuadraMed Cirrus Common Stock into which such the shares of Tempus Company Common Stock have been and/or Company Preferred Stock held by the Shareholders are converted by virtue of the Mergerpursuant to Section 2.2(a), less such Shareholder’s pro rata portion of the Escrow Amount. It shall be a condition of payment that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to QuadraMed. Until so surrendered, each outstanding Certificate will represent from and after the Effective Time, for all purposes, only the right to receive the number of shares of QuadraMed Cirrus Common Stock and cash to be delivered to the Escrow Agent pursuant to Section 2.2(d). The shares of Cirrus Common Stock into which such shares of Tempus Common Stock shall have been so converted. Upon the surrender to QuadraMed by a Shareholder of a Certificate in accordance with this Section 2.5, QuadraMed shall immediately tender to the Shareholder the Cash Consideration and Stock Consideration into which such shares of Tempus Common Stock represented by such Certificate have been converted by virtue of the Merger, less such Shareholder’s pro rata portion of the Escrow Amount. The Cash Consideration and Stock Consideration tendered to a Shareholder upon the surrender of a Certificate for exchange of the shares of Tempus Company Common Stock and/or Company Preferred Stock convert in accordance with the terms of this Agreement Merger shall be deemed to have been issued at the Effective Time. (ii) As soon as reasonably practicable after the Effective Time and in full satisfaction no event no later than fifteen (15) business days after the Effective Time, Cirrus shall mail to each holder of all rights pertaining record of capital stock of the Company: (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss to such the Certificates evidencing shares of Tempus capital stock of the Company, as appropriate, shall pass, only upon delivery of such Certificates to Cirrus and shall be in such form and have such other provisions as Cirrus may reasonably specify that are not inconsistent with the terms of this Agreement); and (B) instructions for use in effecting the surrender of the Certificates evidencing shares of capital stock of the Company, as appropriate, in exchange for certificates evidencing shares of Cirrus Common Stock. (biii) From and after In the date of this Agreement, there shall be no transfers on the stock transfer books of Tempus of Tempus Common Stock event that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Tempus Common Stock are presented to the Surviving Company for payment, they shall be cancelled and exchanged for the cash and any Certificate evidencing shares of QuadraMed Common Stock into which the shares capital stock of Tempus Common Stock represented thereby were converted in the Merger. (c) The Company and the Surviving Company shall be entitled to deduct and withhold from the Cash Consideration otherwise payable pursuant to this Agreement to a Shareholder such amounts, if any, as the Company or the Surviving Company is required to deduct and withhold with respect to the making of such payment under the Code or any applicable Legal Requirement. To the extent that amounts are so withheld, but only to the extent such amounts are properly tendered to the appropriate Governmental Body in compliance with the Code or applicable Legal Requirement, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Shareholder in respect of which such deduction and withholding was made. Each party acknowledges that, to such party’s Knowledge, at the time of execution of this Agreement such party was not aware of any requirement to deduct and withhold any amount under this Section 2.5(c). (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Shareholder person claiming such Certificate to be lost, stolen or destroyed, QuadraMed Cirrus will issue or cause to be issued the amount of Cash Consideration and Stock Consideration into which such shares of Tempus Common Stock have been converted by virtue of the Merger, less such Shareholder’s pro rata portion of the Escrow Amount, in exchange for such lost, stolen or destroyed CertificateCertificate the shares of Cirrus Common Stock into which the shares of capital stock of the Company represented by such Certificate may be converted in accordance with Section 2.2(a). When authorizing such issuance in exchange therefor, QuadraMed mayCirrus may require the owner of such lost, in its reasonable, good faith discretion and as a condition precedent to the issuance thereof, require such Shareholder stolen or destroyed Certificate to give QuadraMed a bond in an appropriate and reasonable sum as it may direct as indemnity or Cirrus such other form of indemnity, as it Cirrus shall reasonably direct, against any Claim claim that may be made against QuadraMed Cirrus with respect to the Certificate alleged to have been lost, stolen or destroyed. (eiv) If any certificate for QuadraMed Common Stock is to be issued in Cirrus may, at its option, meet its obligations under this Section 2.2(c) through a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall (i) pay to QuadraMed any transfer bank or trust company or other Taxes required entity selected by reason of Cirrus to act as exchange agent in connection with the issuance of certificates for shares of QuadraMed Common Stock in a name other than that of the registered holder of the Certificate surrendered, or (ii) establish to the satisfaction of QuadraMed that such Tax has been paid or is not applicableMerger. (f) Notwithstanding anything in this Agreement to the contrary, neither QuadraMed nor any other party hereto shall be liable to a holder of shares of Tempus Common Stock for any portion of the Merger Consideration or the cash payment for any fractional interests delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein.

Mechanics of Exchange. (a) At the Effective Time and subject to Section 2.4 and the provisions of the Escrow AgreementTime, each Shareholder Selling Stockholder shall be entitled to surrender the certificate or certificates that immediately prior to the Effective Time represented shares of Tempus Common the Stock (the “Certificates”) "CERTIFICATES"), and which that were converted into the right to receive cash and shares a portion of QuadraMed Common Stock the Merger Consideration, to QuadraMed Purchaser for cancellation in exchange for cash and shares of QuadraMed Common Stock into which such shares of Tempus Common Stock have been converted by virtue of the Merger, less such Shareholder’s pro rata Selling Stockholder's allocable portion of the Escrow AmountMerger Consideration as set forth on SCHEDULE I attached hereto. It shall be a condition of payment that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to QuadraMed. Until so surrendered, each outstanding Certificate will represent from and after the Effective Time, for all purposes, only the right to receive the number of shares of QuadraMed Common Stock and cash into which such shares of Tempus Common Stock shall have been so converted. Upon the surrender to QuadraMed by a Shareholder of a Certificate in accordance with this Section 2.5, QuadraMed shall immediately tender to the Shareholder the Cash Consideration and Stock Consideration into which such shares of Tempus Common Stock represented by such Certificate have been converted by virtue of the Merger, less such Shareholder’s pro rata portion of the Escrow Amount. The Cash Consideration and Stock Consideration tendered to a Shareholder upon the surrender of a Certificate for exchange of the shares of Tempus Common Stock in accordance with the terms of this Agreement shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Tempus Common StockPurchaser. (b) From and after the date of this AgreementEffective Time, there shall be no transfers on the stock transfer books of Tempus the Company of Tempus Common Stock that the shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Tempus Common the Stock set forth on SCHEDULE I attached hereto are presented to the Surviving Company Corporation for payment, they shall be cancelled and exchanged for the cash and shares applicable portion of QuadraMed Common Stock into which the shares of Tempus Common Stock represented thereby were converted Merger Consideration in accordance with the Mergerprocedures set forth in this Section. (c) The Company and At or prior to the Surviving Company Effective Time of the Merger, Purchaser shall be entitled deliver to deduct and withhold from the Cash Consideration otherwise payable Escrow Agent pursuant to this the terms of the Escrow Agreement to a Shareholder such amounts, if any, as the Company or the Surviving Company is required to deduct and withhold with respect shares of Purchaser Stock in an aggregate amount equal to the making of such payment under the Code or any applicable Legal Requirement. To the extent that amounts are so withheld, but only to the extent such amounts are properly tendered to the appropriate Governmental Body in compliance with the Code or applicable Legal Requirement, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Shareholder in respect of which such deduction and withholding was made. Each party acknowledges that, to such party’s Knowledge, at the time of execution of this Agreement such party was not aware of any requirement to deduct and withhold any amount under this Section 2.5(c)Holdback Amount. (d) If In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Shareholder Selling Stockholder claiming such Certificate to be lost, stolen or destroyed, QuadraMed Purchaser will issue or cause to be issued the amount of Cash Consideration and Stock Consideration into which such shares of Tempus Common Stock have been converted by virtue of the Merger, less such Shareholder’s pro rata portion of the Escrow Amount, in exchange for such lost, stolen or destroyed CertificateCertificate the portion of the Merger Consideration for which the shares of Stock represented by the Certificate are exchanged in accordance with this Section 3. When authorizing such issuance in exchange therefor, QuadraMed Purchaser may, in its reasonable, good faith discretion and as a condition precedent to the issuance thereof, require such Shareholder Selling Stockholder to give QuadraMed Purchaser a bond in an appropriate and reasonable such sum as it may direct as indemnity indemnity, or such other form of indemnity, as it shall reasonably direct, against any Claim claim that may be made against QuadraMed Purchaser with respect to the Certificate alleged to have been lost, stolen or destroyed. (e) Purchaser may, at its option, meet its obligations under this Section 3.2 through a bank or trust company selected by Purchaser to act as exchange agent in connection with the Transactions. (f) If any certificate for QuadraMed Common Purchaser Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person person requesting such exchange shall (i) pay to QuadraMed Purchaser any transfer or other Taxes taxes required by reason of the issuance of certificates for shares of QuadraMed Common Stock such securities in a name other than that of the registered holder of the Certificate surrendered, surrendered or (ii) establish to the satisfaction of QuadraMed Purchaser that such Tax tax has been paid or is not applicable. (fg) Notwithstanding anything in this Agreement to the contrary, neither QuadraMed Purchaser nor any other party hereto shall be liable to a holder of shares of Tempus Common Stock for any portion of the Merger Consideration Consideration, or dividend on shares of Purchaser Stock issued as part of the Merger Consideration, or in accordance with Section 3.1 the cash payment for any fractional interests interests, that (i) is delivered to a public official pursuant to applicable escheat laws following the passage of time specified thereintherein or (ii) has not been claimed by the holder pursuant to the procedures set forth in this Section 3.2 by the second anniversary of the Closing Date.

Mechanics of Exchange. In the event of any Exchange pursuant to this Section 5, at least twenty (a20) At the Effective Time and subject to Section 2.4 and the provisions of the Escrow Agreement, each Shareholder shall be entitled to surrender the certificate or certificates that immediately but no more than sixty (60) days prior to the Effective Time represented shares date fixed by the Independent Directors (an "EXCHANGE DATE"), written notice shall be mailed, first class postage prepaid, to each holder of Tempus Common Stock record (at the “Certificates”close of business on the business day next preceding the day on which notice is mailed) and which were converted into of the right to receive cash and shares of QuadraMed Common Series A Preferred Stock to QuadraMed for cancellation in exchange for cash and shares of QuadraMed Common Stock into which such shares of Tempus Common Stock have been converted by virtue be exchanged, at the address last shown on the records of the MergerCorporation for such holder or given in writing by the holder to the Corporation for the purpose of notice, less notifying such Shareholder’s pro rata portion holder of the Escrow Amount. It shall Exchange to be a condition of payment that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to QuadraMed. Until so surrenderedeffected, each outstanding Certificate will represent from and after the Effective Time, for all purposes, only the right to receive specifying the number of shares of QuadraMed Series A Preferred Stock to be exchanged by such holder, the Exchange Date, the number of shares of Common Stock to be received by the holder in such Exchange, the amount of cash for any fractional share and cash into which for all accrued but unpaid dividends to be paid to the holder, and calling upon such shares of Tempus Common Stock shall have been so converted. Upon the holder to surrender to QuadraMed by a Shareholder the Corporation at its principal executive office or the office of a Certificate in accordance with this Section 2.5its transfer agent, QuadraMed shall immediately tender to the Shareholder the Cash Consideration and Stock Consideration into which such shares of Tempus Common Stock represented by such Certificate have been converted by virtue of the Merger, less such Shareholder’s pro rata portion of the Escrow Amount. The Cash Consideration and Stock Consideration tendered to a Shareholder upon the surrender of a Certificate for exchange of holder's certificate or certificates representing the shares of Tempus Series A Preferred Stock to be exchanged (the "EXCHANGE NOTICE"). On or after the Exchange Date, each holder of Series A Preferred Stock to be exchanged shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Exchange Notice, and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such Series A Preferred Stock certificate are exchanged, a new certificate shall be issued representing the unexchanged shares. The Corporation shall, as soon as practicable after each Exchange, issue and deliver to the exchanging holder of Series A Preferred Stock or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock in accordance with the terms of this Agreement to which such holder shall be entitled as aforesaid. Such exchange shall be deemed to have been issued in full satisfaction made immediately upon the opening of all rights pertaining to such shares of Tempus Common Stock. (b) From and after the date of this Agreement, there shall be no transfers business on the stock transfer books of Tempus of Tempus Common Stock that were outstanding immediately prior Exchange Date, and the person or persons entitled to the Effective Time. If, after the Effective Time, Certificates formerly representing Tempus Common Stock are presented to the Surviving Company for payment, they shall be cancelled and exchanged for the cash and shares of QuadraMed Common Stock into which receive the shares of Tempus Common Stock represented thereby were converted in the Merger. (c) The Company and the Surviving Company shall be entitled to deduct and withhold from the Cash Consideration otherwise payable pursuant to this Agreement to a Shareholder issuable upon such amounts, if any, as the Company or the Surviving Company is required to deduct and withhold with respect to the making of such payment under the Code or any applicable Legal Requirement. To the extent that amounts are so withheld, but only to the extent such amounts are properly tendered to the appropriate Governmental Body in compliance with the Code or applicable Legal Requirement, such withheld amounts exchange shall be treated for all purposes as the record holder or holders of this Agreement as having been paid to such shares of Common Stock immediately upon the Shareholder in respect opening of which business on such deduction Exchange Date. From and withholding was made. Each party acknowledges thatafter the opening of business on the Exchange Date, to such party’s Knowledge, at the time of execution of this Agreement such party was not aware of any requirement to deduct and withhold any amount under this Section 2.5(c). (d) If any Certificate unless there shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact a failure by the Shareholder claiming Corporation to effectuate an Exchange, all rights of the holders of such Certificate exchanged shares as holders of Series A Preferred Stock (except the right to be lostreceive the appropriate number of shares of Common Stock and cash for any fractional share and for accrued but unpaid dividends in exchange for the surrender of their certificate or certificates), stolen or destroyed, QuadraMed will issue or cause shall cease with respect to be issued the amount of Cash Consideration and Stock Consideration into which such shares of Tempus Common Stock have been converted by virtue Series A Preferred Stock, and such shares shall not thereafter be transferred on the books of the Merger, less such Shareholder’s pro rata portion of the Escrow Amount, in exchange for such lost, stolen Corporation or destroyed Certificate. When authorizing such issuance in exchange therefor, QuadraMed may, in its reasonable, good faith discretion and as a condition precedent to the issuance thereof, require such Shareholder to give QuadraMed a bond in an appropriate and reasonable sum as it may direct as indemnity or such other form of indemnity, as it shall reasonably direct, against any Claim that may be made against QuadraMed with respect to the Certificate alleged to have been lost, stolen or destroyed. (e) If any certificate for QuadraMed Common Stock is deemed to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall (i) pay to QuadraMed any transfer or other Taxes required by reason of the issuance of certificates for shares of QuadraMed Common Stock in a name other than that of the registered holder of the Certificate surrendered, or (ii) establish to the satisfaction of QuadraMed that such Tax has been paid or is not applicable. (f) Notwithstanding anything in this Agreement to the contrary, neither QuadraMed nor any other party hereto shall be liable to a holder of shares of Tempus Common Stock outstanding for any portion of the Merger Consideration or the cash payment for any fractional interests delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein.purposes whatsoever. (D)