Common use of Surrender and Delivery Clause in Contracts

Surrender and Delivery. (a) Prior to the Effective Time, Parent shall appoint an agent (the “Exchange Agent”) for the purpose of exchanging certificates representing shares of Company Capital Stock entitled to receive the cash amounts pursuant to Section 2.03(a) (such certificates, the “Certificates”). Promptly following the Effective Time, Parent shall deposit with the Exchange Agent the aggregate amount of the Initial Payment to be delivered in respect of the Certificates. Prior to or promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each Shareholder a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange. (b) Each holder of shares of Company Capital Stock that have been converted into the right to receive a portion of the Merger Consideration pursuant to Section 2.03(a) shall be entitled to receive, upon surrender to the Exchange Agent of such Certificates, together with a properly completed letter of transmittal, the cash amounts payable pursuant to Section 2.03(a) in respect of the Company Capital Stock represented by such Certificates; provided that the aggregate amount of Merger Consideration payable to any holder pursuant to Section 2.03(a) shall, in each case, be subject to holdback in an amount equal to such Shareholders’ Pro Rata Portion of the Indemnity Holdback in accordance with Section 2.04. Until so surrendered or transferred, as the case may be, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such cash amounts pursuant to Section 2.03(a) hereof. (c) If any portion of the aggregate Merger Consideration is to be delivered to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such delivery that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such delivery shall pay to the Exchange Agent any transfer or other Taxes required as a result of such delivery to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) From and after the Allocation Date, there shall be no further registration or transfers of shares of Company Capital Stock. (e) Neither Parent nor any of its Affiliates shall be liable to any Shareholder for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar Applicable Laws. (f) Any amounts remaining unclaimed by holders of shares of Company Capital Stock two years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by Applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Delivery. (a) Prior to the Effective Time, Parent shall appoint an act as its own exchange agent (the “Exchange Agent”) for the purpose of exchanging certificates representing shares of Company Capital Stock entitled to receive the cash amounts Per Share Merger Consideration pursuant to Section 2.03(a) (such certificates, the “Certificates”). Promptly following Simultaneous with the Effective Time, Parent shall deposit with the Exchange Agent make available, as necessary, via wire transfer as described below, the aggregate amount of the Initial Payment to be delivered in respect of the Certificates. Prior to or promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, send to each Shareholder a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to Parent’s legal counsel which legal counsel Parent shall cause to hold the Exchange AgentCertificates in trust until the Initial Payment is delivered to the Shareholders as described herein, at which time Parent may cause such legal counsel to deliver the Certificates to Parent) for use in such exchange. (b) Each holder of shares of Company Capital Stock that have been converted into the right to receive a portion of the Per Share Merger Consideration pursuant to Section 2.03(a) shall be entitled to receive, upon surrender to the Exchange Agent Parent (as described in sub. (a), above) of such Certificates, together with a properly completed letter of transmittal, the cash amounts Per Share Merger Consideration payable pursuant to Section 2.03(a) in respect of the Company Capital Stock represented by such Certificates; provided that the aggregate amount of the Per Share Merger Consideration payable to any holder pursuant to Section 2.03(a) shall, in each case, be subject to holdback in an amount equal to such Shareholders’ Pro Rata Portion of the Indemnity Holdback in accordance with Section 2.04. Until so surrendered or transferred, as the case may be, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such cash amounts pursuant to Section 2.03(a) hereofPer Share Merger Consideration. (c) If any portion of the aggregate Per Share Merger Consideration is to be delivered to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such delivery that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such delivery shall pay to the Exchange Agent Parent any transfer or other Taxes required as a result of such delivery to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent Parent that such Tax has been paid or is not payable. (d) From and after the Allocation Date, there shall be no further registration or transfers of shares of Company Capital Stock. (e) Neither Parent nor any of its Affiliates shall be liable to any Shareholder for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar Applicable Lawslaws. (f) Any amounts remaining unclaimed by holders of shares of Company Capital Stock two years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by Applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.