Common use of Surrender of Certificates Representing Shares Clause in Contracts

Surrender of Certificates Representing Shares. At the Effective Time, each shareholder of Purchaser, upon surrender to the Company of one or more certificates in valid form representing the shares of Purchaser Common Stock, duly endorsed in blank or accompanied by duly executed stock powers, shall be entitled to receive the consideration set forth in Section 3.1 in respect of the shares of capital stock represented by such certificates. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes only the right to receive such consideration as set forth in Section 3.1 Each certificate representing shares of Company Common Stock issued upon surrender of Purchaser Common Stock shall bear a legend stating: "THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS AND THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SALE OR TRANSFER IS EFFECTIVE UNDER THE ACT OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT, AND IF THE ISSUER REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL."

Surrender of Certificates Representing Shares. At the Effective Time, each shareholder of Purchaser, upon surrender to the Company of one or more certificates in valid form representing the shares of Purchaser Common Stock, duly endorsed in blank or accompanied by duly executed stock powers, shall be entitled to receive the consideration set forth in Section 3.1 in respect of the shares of capital stock represented by such certificates. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes only the right to receive such consideration as set forth in Section 3.1 Each certificate representing shares of Company Common Stock issued upon surrender of Purchaser Common Stock shall bear a legend stating: "“THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR APPLICABLE STATE SECURITIES LAWS AND THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SALE OR TRANSFER IS EFFECTIVE UNDER THE ACT OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT, AND IF THE ISSUER REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL."”