Common use of Surrender and Exchange of Certificates Clause in Contracts

Surrender and Exchange of Certificates. (a) At the Closing, Parent shall deliver to its Transfer Agent a letter of instruction to prepare and deliver to the Company’s counsel, who shall act as exchange agent for the benefit of the Stockholders (the “Exchange Agent”), (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Sections 1.1 and 1.3 hereof, in exchange for all outstanding Shares. The shares of Parent Common Stock evidenced by the certificates shall be registered in the names of the Stockholders and shall be in the denominations for each of them set forth opposite their respective names in Section 1.3(a). (b) Promptly after the Closing and upon surrender of a certificate or certificates representing the Shares that were outstanding immediately prior to the Closing (or an affidavit and indemnification in form reasonably acceptable to counsel for Parent stating that such Stockholder has lost their certificate or certificates or that such have been destroyed), Parent shall issue to the record holder of the Shares so surrendering such certificate or certificates, (y) in the case of the Management Stockholders (as defined in Section 8 hereof), a certificate or certificates registered in the name of each such Management Stockholder representing an aggregate of 740,000 shares of Parent Common Stock that they shall be entitled to receive as set forth in Section 1.3(a) hereof (472,000 shares of which represents shares to which T▇▇▇ ▇▇▇▇ shall be so entitled, 67,000 shares of which represents shares to which T▇▇▇▇▇ ▇▇▇▇ shall be so entitled, 67,000 shares of which represents shares to which J▇▇▇ ▇▇▇▇, ▇▇. shall be so entitled, 67,000 shares of which represents shares to which R▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be so entitled, and 67,000 shares of which represents shares to which Evolution Advisors, LLC shall be so entitled) and (z) in the case of each Stockholder, a certificate or certificates registered in the name of such Stockholder representing the number of shares of Parent Common Stock that such Stockholder shall be entitled to receive as set forth in Section 1.3(a) hereof (less, in the case of the Management Stockholders, that number of such shares registered in the name of each such Management Stockholder referred to in clause (y) above). (c) The certificates representing the shares of Parent Common Stock issued in favor of the Management Stockholders pursuant to Section 1.3(a) hereof and referred to in Section 1.4(b)(y) hereof shall be delivered to G▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇, LLP (the “Escrow Agent”), registered in the name of each such Management Stockholder, accompanied by a stock power duly executed in blank and with signature medallion guaranteed by a national bank or trust company, and held in escrow and dealt with in accordance with the terms of the Performance Milestone Shares Escrow Agreement, substantially in the form of Exhibit H to the Securities Purchase Agreement (the “Escrow Agreement”).

Surrender and Exchange of Certificates. (a) At the Closing, Parent (i) Pubco shall deliver to its Transfer Agent a letter of instruction to prepare and deliver to the Company’s counselGrushko & ▇▇▇▇▇▇▇, P.C., who shall act as exchange agent for the benefit of the Stockholders Shareholders (the “Exchange Agent”), (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Sections 1.1 Issuable Shares, Issuable Warrants and 1.3 hereofIssuable Notes (collectively, in exchange for all outstanding Shares. The shares of Parent Common Stock evidenced by the certificates shall be “Issuable Securities”) registered in the names of the Stockholders Shareholders and shall be in Warrantholders and for the denominations for each number and kind of them Issuable Securities set forth opposite their respective names in Section 1.3(aon Schedule 1.3(a)(i) hereto and (ii) each Shareholder shall deliver to the Exchange Agent certificates representing the R2 Equity Interests, and R2 Notes owned by such Shareholder as set forth on Schedule 1.3(a)(ii), accompanied by properly executed and authenticated stock powers or instrument of like tenor. Pubco shall also cancel and deliver all super voting Preferred A shares outstanding. (b) Promptly after Unless earlier released in accordance with Section 6.13, promptly following the Closing and upon surrender of a certificate or certificates representing Put Expiration Date, the Shares that were outstanding immediately prior Exchange Agent shall deliver (i) the Issuable Securities to the Closing (or an affidavit Shareholders and indemnification Warrantholders in form reasonably acceptable to counsel for Parent stating that such Stockholder has lost their certificate or certificates or that such have been destroyed), Parent shall issue to accordance with the record holder of the Shares so surrendering such certificate or certificates, (y) in the case of the Management Stockholders (as defined in Section 8 hereof), a certificate or certificates registered in the name of each such Management Stockholder representing an aggregate of 740,000 shares of Parent Common Stock that they shall be entitled to receive as allocations set forth in Section 1.3(a) hereof (472,000 shares of which represents shares to which T▇▇▇ ▇▇▇▇ shall be so entitled, 67,000 shares of which represents shares to which T▇▇▇▇▇ ▇▇▇▇ shall be so entitled, 67,000 shares of which represents shares to which J▇▇▇ ▇▇▇▇, ▇▇. shall be so entitled, 67,000 shares of which represents shares to which R▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be so entitled, and 67,000 shares of which represents shares to which Evolution Advisors, LLC shall be so entitledon Schedule 1.3(a)(i) and (zii) in the case R2 Securities, together with all stock powers or instruments of each Stockholderlike tenor deposited by the Shareholders with the Exchange Agent, a certificate or certificates registered in the name of such Stockholder representing the number of shares of Parent Common Stock that such Stockholder shall be entitled to receive as set forth in Section 1.3(a) hereof (less, in the case of the Management Stockholders, that number of such shares registered in the name of each such Management Stockholder referred to in clause (y) above)Pubco. (c) The certificates representing Pending release by the shares of Parent Common Stock issued in favor Exchange Agent of the Management Stockholders pursuant to Section 1.3(a) hereof and referred to in Section 1.4(b)(y) hereof shall be delivered to G▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇, LLP (the “Escrow Agent”), registered in the name of each such Management Stockholder, accompanied by a stock power duly executed in blank and with signature medallion guaranteed by a national bank or trust company, and held in escrow and dealt with Issuable Securities in accordance with the terms of the Performance Milestone Shares Escrow this Agreement, substantially in (i) the form registered owners of Exhibit H the Issuable Securities shall be entitled to exercise all voting and other rights of ownership with respect to the Issuable Securities Purchase Agreement and Pubco shall be entitled to exercise all voting and other rights of ownership with respect to the R2 Shares and (ii) the “Escrow Agreement”)registered owners of the R2 Notes and R2 Warrants shall not be permitted exercise, convert or enforce the same.

Surrender and Exchange of Certificates. (a) At the Closing, Parent shall deliver to its Transfer Agent a letter of instruction to prepare and deliver to the Company’s counsel, who shall act as exchange agent for the benefit of the Stockholders Members (the “Exchange Agent”), (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Sections 1.1 and 1.3 hereofhereof (such shares of Parent Common Stock, the “Exchange Fund”), in exchange for all outstanding SharesMembership Units. The shares of Parent Common Stock evidenced by the certificates shall be registered in the names of the Stockholders Members and shall be in the denominations for each of them set forth opposite their respective names in Section 1.3(a)on Schedule 1.1 hereto. (b) Promptly after following the Closing and upon surrender Closing, the Exchange Agent shall mail to each holder of record of a certificate or certificates representing the Shares that were outstanding immediately prior to the Closing represented outstanding Membership Units (or an affidavit the “Certificates”) whose Membership Units were contributed to Parent and indemnification in form reasonably acceptable thereby converted into the right to counsel for receive shares of Parent stating Common Stock pursuant to Sections 1.1 and 1.3 hereof: (i) a letter of transmittal (which shall specify that such Stockholder has lost their certificate or certificates or that such have been destroyed), Parent delivery shall issue be effected and risk of loss and title to the record Certificates shall pass only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed, the holder of the Shares so surrendering such certificate or certificates, (y) Certificate shall be entitled to receive in the case of the Management Stockholders (as defined in Section 8 hereof), exchange therefor a certificate or certificates registered in the name representing that number of each such Management Stockholder representing an aggregate of 740,000 whole shares of Parent Common Stock that they shall be entitled such holder has the right to receive as set forth in Section 1.3(a) hereof (472,000 shares pursuant to the provisions of which represents shares to which T▇▇▇ ▇▇▇▇ shall be so entitled, 67,000 shares of which represents shares to which T▇▇▇▇▇ ▇▇▇▇ shall be so entitled, 67,000 shares of which represents shares to which J▇▇▇ ▇▇▇▇, ▇▇. shall be so entitled, 67,000 shares of which represents shares to which R▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be so entitledSections 1.1 and 1.3, and 67,000 shares the Certificate so surrendered shall forthwith be canceled. In the event of which represents shares to which Evolution Advisors, LLC shall be so entitled) and (z) a transfer of ownership of Membership Units that are not registered in the case transfer records of each Stockholderthe Company, a certificate or certificates registered in the name of such Stockholder representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Membership Units is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that such Stockholder any applicable transfer taxes have been paid. Until surrendered as contemplated by this Section 1.4(b), each Certificate that immediately prior to the Closing represented any outstanding Membership Units shall be entitled deemed at and after the Closing to represent only the right to receive upon surrender as set forth aforesaid the consideration specified in Section 1.3(a) hereof (less, in for the case of the Management Stockholders, that number of such shares registered in the name of each such Management Stockholder referred to in clause (y) above)holder thereof. (c) The certificates representing the shares of Parent Common Stock issued in favor of the Management Stockholders pursuant to Section 1.3(a) hereof and referred to in Section 1.4(b)(y) hereof shall be delivered to G▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇, LLP (the “Escrow Agent”), registered in the name of each such Management Stockholder, accompanied by a stock power duly executed in blank and with signature medallion guaranteed by a national bank or trust company, and held in escrow and dealt with in accordance with the terms of the Performance Milestone Shares Escrow Agreement, substantially in the form of Exhibit H to the Securities Purchase Agreement (the “Escrow Agreement”).

Surrender and Exchange of Certificates. (a) Representing Seller Common ----------------------------------------------------------------- Stock. At the Closing, each Shareholder shall surrender to Parent shall deliver to its Transfer Agent a letter of instruction to prepare and deliver an outstanding ----- certificate or certificates that immediately prior to the Company’s counsel, who shall act as exchange agent for the benefit of the Stockholders Effective Time represented his Seller Common Stock (the “Exchange Agent”"Certificates"). In exchange, such Shareholder shall be entitled to receive at the Closing (subject to the escrow provisions described in Schedule 2.1 if applicable), (ia) the amount of Cash to ------------ which such Shareholder shall have become entitled pursuant to the provisions of Schedule 2.1, payable by wire transfer to such Shareholder's designated account; ------------ and (b) one or more certificates as requested by the Shareholder (properly issued, executed and countersigned, as appropriate) representing the appropriate number of duly paid and nonassessable shares of Parent Common Stock issuable to which such Shareholder shall have become entitled pursuant to Sections 1.1 the provisions of Schedule -------- 2.1; and 1.3 hereof, in exchange for all outstanding Sharesthe Certificates so surrendered shall forthwith be canceled. The shares of Cash --- and the Parent Common Stock evidenced by the certificates shall to be registered in the names of the Stockholders paid and shall be in the denominations for each of them set forth opposite their respective names in Section 1.3(a). (b) Promptly after the Closing and upon surrender of a certificate or certificates representing the Shares that were outstanding immediately prior issued to the Closing Shareholders hereunder shall sometimes be referred to collectively as the "Merger Consideration." From the Effective Time until surrender in accordance with the provisions of this Section, each Certificate (or an affidavit and indemnification other than Certificates representing treasury shares) shall represent for all purposes only the right to receive the Merger Consideration. All payments in form reasonably acceptable to counsel for Parent stating that such Stockholder has lost their certificate or certificates or that such have been destroyed), Parent shall issue to the record holder respect of the Shares so surrendering such certificate or certificates, (y) in the case of the Management Stockholders (as defined in Section 8 hereof), a certificate or certificates registered in the name of each such Management Stockholder representing an aggregate of 740,000 shares of Parent Seller Common Stock that they shall be entitled to receive as set forth in Section 1.3(a) hereof (472,000 shares of which represents shares to which T▇▇▇ ▇▇▇▇ shall be so entitled, 67,000 shares of which represents shares to which T▇▇▇▇▇ ▇▇▇▇ shall be so entitled, 67,000 shares of which represents shares to which J▇▇▇ ▇▇▇▇, ▇▇. shall be so entitled, 67,000 shares of which represents shares to which R▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be so entitled, and 67,000 shares of which represents shares to which Evolution Advisors, LLC shall be so entitled) and (z) in the case of each Stockholder, a certificate or certificates registered in the name of such Stockholder representing the number of shares of Parent Common Stock that such Stockholder shall be entitled to receive as set forth in Section 1.3(a) hereof (less, in the case of the Management Stockholders, that number of such shares registered in the name of each such Management Stockholder referred to in clause (y) above). (c) The certificates representing the shares of Parent Common Stock issued in favor of the Management Stockholders pursuant to Section 1.3(a) hereof and referred to in Section 1.4(b)(y) hereof shall be delivered to G▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇, LLP (the “Escrow Agent”), registered in the name of each such Management Stockholder, accompanied by a stock power duly executed in blank and with signature medallion guaranteed by a national bank or trust company, and held in escrow and dealt with are made in accordance with the terms of the Performance Milestone Shares Escrow Agreement, substantially this Agreement shall be deemed to have been made in the form full satisfaction of Exhibit H all rights pertaining to the Securities Purchase Agreement (the “Escrow Agreement”)such securities.

Surrender and Exchange of Certificates. (a) At the Closing, Parent (i) Pubco shall deliver to its Transfer Agent a letter of instruction to prepare and deliver to R2’s counsel or such other person as the Company’s counselparties shall jointly designate in writing, who shall act as exchange agent for the benefit of the Stockholders Shareholders (the “Exchange Agent”), (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Sections 1.1 Issuable Shares, Issuable Warrants and 1.3 hereofIssuable Notes (collectively, in exchange for all outstanding Shares. The shares of Parent Common Stock evidenced by the certificates shall be “Issuable Securities”) registered in the names of the Stockholders Shareholders and shall be in for the denominations for each number and kind of them Issuable Securities set forth opposite their respective names in Section 1.3(aon Schedule 1.3(a)(i) hereto and (ii) each Shareholder shall deliver to the Exchange Agent certificates representing the R2 Shares, R2 Notes and R2 Warrants owned by such Shareholder as set forth on Schedule 1.3(a)(ii) (which Schedule shall also indicate accrued interest on the R2 Notes), accompanied by properly executed and authenticated stock powers or instrument of like tenor. (b) Promptly after Unless earlier released upon exercise of the Closing and upon surrender of a certificate or certificates representing Put Right in accordance with Section 6.14, promptly following the Shares that were outstanding immediately prior Put Expiration Date, the Exchange Agent shall deliver (i) the Issuable Securities to the Closing Shareholders (or an affidavit and indemnification in form reasonably acceptable to counsel for Parent stating that such Stockholder has lost their certificate or certificates or that such have been destroyed)transferees, Parent shall issue to the record holder of the Shares so surrendering such certificate or certificates, (yif any) in accordance with the case of the Management Stockholders (as defined in Section 8 hereof), a certificate or certificates registered in the name of each such Management Stockholder representing an aggregate of 740,000 shares of Parent Common Stock that they shall be entitled to receive as allocations set forth in Section 1.3(a) hereof (472,000 shares of which represents shares to which T▇▇▇ ▇▇▇▇ shall be so entitled, 67,000 shares of which represents shares to which T▇▇▇▇▇ ▇▇▇▇ shall be so entitled, 67,000 shares of which represents shares to which J▇▇▇ ▇▇▇▇, ▇▇. shall be so entitled, 67,000 shares of which represents shares to which R▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be so entitled, and 67,000 shares of which represents shares to which Evolution Advisors, LLC shall be so entitledon Schedule 1.3(a)(i) and (zii) in the case R2 Securities, together with all stock powers or instruments of each Stockholderlike tenor deposited by the Shareholders with the Exchange Agent, a certificate or certificates registered in the name of such Stockholder representing the number of shares of Parent Common Stock that such Stockholder shall be entitled to receive as set forth in Section 1.3(a) hereof (less, in the case of the Management Stockholders, that number of such shares registered in the name of each such Management Stockholder referred to in clause (y) above)Pubco. (c) The certificates representing Pending release by the shares of Parent Common Stock issued in favor Exchange Agent of the Management Stockholders pursuant to Section 1.3(a) hereof Issuable Securities and referred to in Section 1.4(b)(y) hereof shall be delivered to G▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇, LLP (the “Escrow Agent”), registered in the name of each such Management Stockholder, accompanied by a stock power duly executed in blank and with signature medallion guaranteed by a national bank or trust company, and held in escrow and dealt with R2 Shares in accordance with the terms of the Performance Milestone Shares Escrow this Agreement, substantially in (i) the form registered owners of Exhibit H the Issuable Securities shall be entitled to exercise all voting and other rights of ownership with respect to the Issuable Securities Purchase Agreement and Pubco shall be entitled to exercise all voting and other rights of ownership with respect to the R2 Shares and (ii) the “Escrow Agreement”)registered owners of the R2 Notes and R2 Warrants shall not be permitted exercise, convert or enforce the same.