Common use of Surrender of Company Stock Certificates Clause in Contracts

Surrender of Company Stock Certificates. (i) As soon as reasonably practicable following the Closing (and in no event more than five (5) Business Days thereafter), Parent shall deliver to each Effective Time Company Stockholder a letter of transmittal and instructions for use of such letter of transmittal in effecting the surrender of certificates that immediately prior to the Effective Time evidenced one or more shares of Company Capital Stock (each, a “Company Stock Certificate”), all in the form attached hereto as Exhibit D (each “Letter of Transmittal”), which Parent shall provide prior to the Closing to each Signatory Stockholder and each other Effective Time Company Stockholder who so requests. (ii) As soon as reasonably practicable following the surrender of a Company Stock Certificate for cancellation to the Parent, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto (and in no event more than five (5) Business Days thereafter), the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the cash amount (without interest) to which such holder is entitled pursuant to Section 1.6 in respect of the shares of Company Capital Stock evidenced by such Company Stock Certificate (less the amount of cash to be deposited in the Escrow Fund on such holder’s behalf pursuant to Section 1.7(a)), and the Company Stock Certificate so surrendered shall be canceled. Any Effective Time Company Stockholder who shall deliver the items set forth in this Section 1.8(b)(ii) to Parent at or prior to the Closing shall receive the amounts such Effective Time Company Stockholder is entitled to receive hereunder on the Closing Date (or the next Business Day) if the Closing occurs after the closing of business of insured banks in the Pacific time zone. (iii) Until surrendered in accordance with Section 1.7(b)(ii), all Company Stock Certificates shall be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to evidence only the right to receive in exchange therefor the cash amount (without interest) payable in respect of the shares of Company Capital Stock evidenced thereby pursuant to Section 1.6. No portion of the Aggregate Merger Consideration will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly evidenced thereby unless and until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate and the Letter of Transmittal pursuant hereto.

Surrender of Company Stock Certificates. (i) As soon as reasonably practicable following the Closing (and in no event more than five (5) Business Days thereafter), Parent shall deliver to each Effective Time Company Stockholder a letter of transmittal and instructions for use of such letter of transmittal in effecting the surrender of certificates that immediately prior to the Effective Time evidenced one or more shares of Company Capital Stock (each, a “Company Stock Certificate”), all in the form attached hereto as Exhibit D C (each each, a “Letter of Transmittal”), which Parent shall provide prior to the Closing to each Signatory Stockholder and each other Effective Time Company Stockholder who so requests. (iii) As soon as reasonably practicable following the surrender of a Company Stock Certificate for cancellation to the Parent, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto (and in no event more than five ten (510) Business Days thereafter), the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the cash amount (without interest) to which such holder is entitled pursuant to Section 1.6 in respect of the shares of Company Capital Stock evidenced by such Company Stock Certificate (less the amount of cash to be deposited in the Escrow Fund on such holder’s behalf pursuant to Section 1.7(a)), and the Company Stock Certificate so surrendered shall be canceled. Any Effective Time Company Stockholder who shall deliver the items set forth in this Section 1.8(b)(ii) to Parent at or prior to the Closing shall receive the amounts such Effective Time Company Stockholder is entitled to receive hereunder on promptly following the Closing Date (or the next but in no event more than three (3) Business Day) if the Closing occurs after the closing of business of insured banks in the Pacific time zoneDays thereafter). (iiiii) Until surrendered in accordance with Section 1.7(b)(ii), all Company Stock Certificates shall be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to evidence only the right to receive in exchange therefor the cash amount (without interest) payable in respect of the shares of Company Capital Stock evidenced thereby pursuant to Section 1.6. No portion of the Aggregate Merger Consideration will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly evidenced thereby unless and until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate and the Letter of Transmittal pursuant hereto.