Common use of Receipt of Certificates Clause in Contracts

Receipt of Certificates. Provided that the Shareholder has fulfilled its delivery obligations under Section 2.3, the Purchaser shall, on the Closing Date, issue irrevocable instructions to the Escrow Agent, as its transfer agent, to issue certificates representing the number of shares of the Purchaser Common Stock that such Shareholder is entitled to receive pursuant to Sections 2.4.1 and 2.4.2(a) hereof; provided, however, that the certificates representing the Escrow Shares shall (i) be retained by the Escrow Agent in accordance with the provisions of the Escrow Agreement, (ii) not be issued in certificated form and (iii) held by the Escrow Agent in book entry form. In the event that any certificates representing shares of Company Capital Stock 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, the Purchaser shall issue in exchange for such lost, stolen or destroyed certificate the shares of the Purchaser Common Stock that such Shareholder is entitled to receive pursuant to Section 2.4.2(a) hereof; provided, however, that the Purchaser may in its discretion and as a condition precedent to the issuance thereof, require such Shareholder to provide the Purchaser with an indemnity agreement against any claim that may be made against the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed. The shares of the Purchaser Common Stock that each Shareholder of the Company shall be entitled to receive in connection with the Sale pursuant to Section 2.4.1 and 2.4.2(a) and the Escrow Shares shall be deemed to have been issued on the Closing Date. If the Purchase Consideration (or any part thereof) or Preferred Stock Redemption Consideration (or any part thereof) (or any portion thereof) is to be delivered to any Person other than the Person in whose name the certificate or certificates representing shares of Company Capital Stock surrendered in exchange therefor is registered, it shall be a condition to such exchange that the person requesting such exchange shall pay to the Purchaser any transfer or other taxes required by reason of the payment of the Purchase Consideration or Preferred Stock Redemption Consideration to a Person other than the registered holder of the certificate or certificates so surrendered, or shall establish to the satisfaction of the Purchaser that such tax has been paid or is not applicable. Notwithstanding anything to the contrary, neither the Purchaser nor any other party hereto shall be liable to a holder of shares of Company Capital Stock for any Purchase Consideration or Preferred Stock Redemption Consideration delivered to a public official pursuant to applicable law, including, without limitation, abandoned property, escheat and similar laws.

Receipt of Certificates. Provided that the Shareholder has fulfilled its delivery obligations under Section 2.3, the Purchaser The Parent shall, on the Closing Date, issue irrevocable instructions to ChaseMellon (the Escrow "Transfer Agent, as its transfer agent, ") to issue certificates representing the number of shares of the Purchaser Parent Common Stock that such Shareholder is entitled to receive pursuant to Sections 2.4.1 and 2.4.2(aSection 2.3(a) hereof; provided, however, that the certificates representing the Escrow Shares shall (i) be retained by the Escrow Agent in accordance with the provisions hereof upon Surrender of the Escrow Agreement, (ii) not be issued in certificated form and (iii) held by the Escrow Agent in book entry formsuch Shareholder's shares of Company Capital Stock. In the event that any certificates representing shares of Company Capital Stock 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, the Purchaser Parent shall issue in exchange for such lost, stolen or destroyed certificate the shares of the Purchaser Parent Common Stock that such Shareholder is entitled to receive pursuant to Section 2.4.2(a2.3(a) hereof; provided, however, that the Purchaser Parent may in its discretion and as a condition precedent to the issuance thereof, require such Shareholder to provide the Purchaser Parent with an indemnity agreement against any claim that may be made against the Purchaser Parent with respect to the certificate alleged to have been lost, stolen or destroyed. The shares of the Purchaser Parent Common Stock that each Shareholder of the Company shall be entitled to receive in connection with the Sale Mergers pursuant to Section 2.4.1 and 2.4.2(a2.3(a) and the Escrow Shares shall be deemed to have been issued on the Closing Date. If the Purchase Merger Consideration (or any part thereof) or Preferred Stock Redemption Consideration (or any part thereof) (or any portion thereof) is to be delivered to any Person other than the Person in whose name the certificate or certificates representing shares of Company Capital Stock surrendered in exchange therefor is registered, it shall be a condition to such exchange that (a) the prior written consent of Parent is obtained, such consent not unreasonably withheld or delayed and (b) the person requesting such exchange shall pay to the Purchaser Parent any transfer or other taxes required by reason of the payment of the Purchase Consideration or Preferred Stock Redemption Merger Consideration to a Person other than the registered holder of the certificate or certificates so surrendered, or shall establish to the satisfaction of the Purchaser Parent that such tax has been paid or is not applicable. Notwithstanding anything to the contrary, neither the Purchaser Parent nor any other party hereto shall be liable to a holder of shares of Company Capital Stock for any Purchase Consideration or Preferred Stock Redemption Merger Consideration delivered to a public official pursuant to applicable law, including, without limitation, abandoned property, escheat and similar laws.