Surrender of Certificates Clause Samples

Surrender of Certificates. (a) At any time after the Effective Time upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closing.

Surrender of Certificates. 7 1.10 No Further Ownership Rights in Company Capital Stock.............. 9 1.11 Lost, Stolen or Destroyed Certificates............................ 9 1.12

Surrender of Certificates. All securities issued upon the surrender of the certificates representing the Company Shares in accordance with the terms hereof, shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the sale and transfer of such Company Shares shall also apply to the Closing Payment Shares so issued in exchange.

Surrender of Certificates. (a) Prior to the Closing, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of such Shares shall become entitled pursuant to this Agreement. Prior to the Closing, Parent shall deposit or cause to be deposited with the Paying Agent sufficient funds to pay the aggregate Merger Consideration payable in respect of the Shares (other than Shares cancelled or converted pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Shares) (the “Payment Fund”). With respect to any Dissenting Shares, Parent shall only be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentence, Parent and Merger Sub shall, or shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any and all interest or other amounts earned with respect to such funds shall be paid to Parent or its designee. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares and the payment of the Merger Consideration in respect of the Shares. (b) Promptly after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Shares entitle...

Surrender of Certificates. Any Warrant Certificate surrendered for exercise or purchase shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued by the Company. The Warrant Agent shall destroy such cancelled Warrant Certificates.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interest.

Surrender of Certificates. Upon receipt of the Conversion Approval in accordance with Section 5.11(f) or a change in rules of the National Securities Exchange as described in Section 5.11(i), the General Partner shall give the holders of the Class B Units prompt notice of such Conversion Approval or change in rules and, subject to the requirements of Section 6.7(d), each holder of Class B Units shall promptly surrender the Class B Unit Certificates therefor, duly endorsed, at the office of the General Partner or of any transfer agent for the Class B Units. In the case of any such conversion, the Partnership shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class B Units one or more Common Unit Certificates, registered in the name of such holder, for the number of Common Units to which such holder shall be entitled. Such conversion shall be deemed to have been made as of the Conversion Approval Date or, in the case of Section 5.11(i), the date of the effectiveness of such rule change (the “Conversion Effective Date”), and the Person entitled to receive the Common Units issuable upon such conversion shall be treated for all purposes as the record holder of such Common Units as of such date.

Surrender of Certificates. Any Warrant Certificate surrendered for exercise shall be promptly canceled by the Company and shall not be reissued by the Company.

Surrender of Certificates. 6 1.8 No Further Ownership Rights in Target Capital Stock........................ 7 1.9 Lost, Stolen or Destroyed Certificates..................................... 7 1.10