Common use of Exchange of Company Stock Clause in Contracts

Exchange of Company Stock. The Representative shall effect the exchange of cash for the shares of Company Stock that are issued and outstanding as of immediately prior to the Effective Time and entitled to payment pursuant to Section 1.02. In connection with such exchange, by no later than ten (10) Business Days prior to the Closing Date (unless such ten Business Day period is waived or shortened by the Representative), the Representative shall provide each holder of Company Stock with a Letter of Transmittal, substantially in the form of Exhibit A attached hereto (a “Letter of Transmittal”). Prior to the Effective Time, the Parent shall transfer to the Representative via wire transfer of immediately available funds, cash in an amount equal to the Closing Payment Amount less the Direct Payment Amount. The Representative shall hold such funds and deliver them in accordance with the terms and conditions hereof. Each holder of Company Stock outstanding as of immediately prior to the Effective Time shall deliver a duly executed and completed Letter of Transmittal and, after the Effective Time, the Representative shall promptly deliver or cause to be delivered to such holder a wire transfer in an amount equal to the amount of cash to which such holder is entitled under Section 1.02 to the accounts designated by such holder in such holder’s Letter of Transmittal; provided, that the Parent shall deliver or cause to be delivered such amounts on the Closing Date to any holder of Company Stock that has delivered a duly executed and completed Letter of Transmittal to the Parent at least two (2) Business Days prior to the Closing Date (the aggregate amount of such payments, the “Direct Payment Amount”). Except for interest that may be payable pursuant to the terms of the Escrow Agreement for any Securityholder, in no event shall any holder of Company Stock who delivers a Letter of Transmittal be entitled to receive interest on any of the funds to be received in the Merger. Any Company Stock held by a holder thereof that has delivered a Letter of Transmittal to the Company pursuant to this Section 1.04 shall not be transferable on the books of the Company without the Parent’s prior written consent. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of Company Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of the shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any shares of Company Stock validly presented to the Surviving Company or the Parent shall be converted into the consideration payable in respect thereof pursuant to Section 1.02 without any interest thereon. Any portion of the funds held by the Representative pursuant to this Agreement that remains undistributed to the holders of Company Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Company, upon demand, and any holder of Company Stock that has not previously complied with this Section 1.04 prior to the end of such twelve (12) month period shall thereafter look only to the Surviving Company for payment of its claim for the applicable portion of the Merger Consideration in respect of such Company Stock. Notwithstanding the foregoing, none of the Parent, the Surviving Company nor their Affiliates shall be liable to any holder of Company Stock for any amount paid to any public official pursuant to applicable abandoned property, escheat, or similar laws. Any amount remaining unclaimed by holders of Company Stock three (3) years after the date on which such funds were delivered to the Representative for payment (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable Law, the property of the Surviving Company free and clear of any claims or interest of any Person previously entitled thereto.

Exchange of Company Stock. The Representative Prior to the Effective Time, Parent and Merger Sub shall effect appoint a commercial bank or trust company, or a subsidiary thereof, to act as paying and exchange agent hereunder (the exchange “Exchange Agent”). After the Closing, promptly following surrender to the Exchange Agent of cash for the shares a certificate representing share(s) of Company Stock that are issued and outstanding as of immediately prior to the Effective Time and entitled to payment pursuant to Section 1.02. In connection with such exchange(each, by no later than ten (10) Business Days prior to the Closing Date (unless such ten Business Day period is waived or shortened by the Representativea “Certificate”), the Representative shall provide each holder of Company Stock together with a Letter duly completed and executed letter of Transmittaltransmittal, substantially in the form of Exhibit A D attached hereto (a “Letter of Transmittal”). Prior to , which Letter of Transmittal shall in any event include confirmation of being bound by indemnification and related obligations and appointment of the Effective TimeRepresentative in such form and binding on the Securityholder executing the same, the Parent shall transfer holders of certificates will be entitled to receive the Representative via amount payable at the Closing in cash with respect to such share(s) of Company Stock held by such holder as provided in Section 1.02, payable, at the Surviving Company’s option, by check or wire transfer of immediately available funds, cash in an amount equal to the Closing Payment Amount less the Direct Payment Amount. The Representative shall hold such funds and deliver them in accordance with the terms and conditions hereof. Each holder of Company Stock outstanding as of immediately prior to the Effective Time shall deliver a duly executed and completed Letter of Transmittal and, after the Effective Time, the Representative shall promptly deliver or cause to be delivered to such holder a wire transfer in an amount equal to the amount of cash to which such holder is entitled under Section 1.02 to the accounts designated by such holder in such holder’s Letter of Transmittal; provided, that the Parent shall deliver or cause to be delivered such amounts on the Closing Date to any holder of Company Stock that has delivered a duly executed and completed Letter of Transmittal to the Parent at least two (2) Business Days prior to the Closing Date (the aggregate amount of such payments, the “Direct Payment Amount”). Except for interest that may be payable pursuant to the terms of the Escrow Agreement for any Securityholder, in no event shall any holder of Company Stock who delivers a Letter of Transmittal be entitled to receive interest on any of the funds to be received in the Merger. Any Company Stock held by a holder thereof that has delivered a Letter of Transmittal to the Company pursuant to this Section 1.04 shall not be transferable on the books of the Company without the Parent’s prior written consent. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of Company Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of the shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any shares of Company Stock validly presented to the Surviving Company or the Parent Exchange Agent for any reason shall be converted into exchanged for the consideration theretofore payable in respect thereof pursuant to Section 1.02 without any interest thereon. Any portion of the funds held by the Representative pursuant to this Agreement that remains undistributed , subject to the holders execution of Company Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Company, upon demand, and any holder a duly completed Letter of Company Stock that has not previously complied with this Section 1.04 prior to the end Transmittal. None of such twelve (12) month period shall thereafter look only to the Surviving Company for payment of its claim for the applicable portion of the Merger Consideration in respect of such Company Stock. Notwithstanding the foregoing, none of the Parent, the Surviving Company nor or their Affiliates shall be liable to any holder of Company Stock Securityholder for any amount paid to any public official pursuant to applicable abandoned property, escheat, or similar laws. Any amount remaining unclaimed by holders of Company Stock three Securityholders six (36) years months after the date on which such funds were delivered to the Representative for payment Closing Date (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable Law, the property of the Surviving Company free and clear of any claims or interest of any Person previously entitled thereto.

Exchange of Company Stock. The Representative shall effect After the exchange Closing, promptly following surrender to Parent of cash for the shares a certificate representing share(s) of Company Stock that are issued and outstanding as of immediately prior to the Effective Time and entitled to payment pursuant to Section 1.02. In connection with such exchange(each, by no later than ten (10) Business Days prior to the Closing Date (unless such ten Business Day period is waived or shortened by the Representativea “Certificate”), the Representative shall provide each holder of Company Stock together with a Letter duly completed and executed letter of Transmittaltransmittal, substantially in the form of Exhibit A B attached hereto (a “Letter of Transmittal”). Prior , Parent will pay (or cause to be paid), in accordance with Section 2.02(b), to the Effective Timeholder of such Certificate the amount payable with respect to such share(s) of Company Stock as provided in Section 1.02, the Parent shall transfer to the Representative via by wire transfer of immediately available funds, cash in an amount equal funds to the Closing Payment Amount less account designated in the Direct Payment Amount. The Representative shall hold such funds and deliver them in accordance with the terms and conditions hereof. Each holder of Company Stock outstanding as of immediately prior to the Effective Time shall deliver a duly executed and completed Letter of Transmittal and, after the Effective Time, the Representative shall promptly deliver or cause to be delivered to such holder a wire transfer in an amount equal to the amount of cash to which such holder is entitled under Section 1.02 to the accounts designated by such holder in such holder’s applicable Letter of Transmittal; provided, that the Parent shall deliver or cause to be delivered such amounts on the Closing Date to any holder of Company Stock that has delivered a duly executed and completed Letter of Transmittal to the Parent at least two (2) Business Days prior to the Closing Date (the aggregate amount of such payments, the “Direct Payment Amount”). Except for interest that may be payable pursuant to the terms of the Escrow Agreement for any Securityholder, in no event shall any holder of Company Stock who delivers a Letter of Transmittal be entitled to receive interest on any of the funds to be received in the Merger. Any Company Stock held by a holder thereof that has delivered a Letter of Transmittal to the Company pursuant to this Section 1.04 shall not be transferable on the books of the Company without the Parent’s prior written consent. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of Company Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of the shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any shares of Company Stock validly presented to the Surviving Company or the Parent for any reason shall be converted into the consideration payable in respect thereof pursuant to Section 1.02 without any interest thereon. Any portion None of the funds held by the Representative pursuant to this Agreement that remains undistributed to the holders of Company Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Company, upon demand, and any holder of Company Stock that has not previously complied with this Section 1.04 prior to the end of such twelve (12) month period shall thereafter look only to the Surviving Company for payment of its claim for the applicable portion of the Merger Consideration in respect of such Company Stock. Notwithstanding the foregoing, none of the Parent, the Surviving Company nor their Affiliates shall be liable to any holder of Company Stock Securityholder for any amount paid to any public official pursuant to applicable abandoned property, escheat, or similar laws. Any amount remaining unclaimed by holders of Company Stock three Securityholders one (31) years year after the date on which such funds were delivered to the Representative for payment Closing Date (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable Law, the property of the Surviving Company free and clear of any claims or interest of any Person previously entitled thereto.

Exchange of Company Stock. (a) The Representative shall effect the exchange of cash and Parent Common Stock for the shares of Company Stock that are issued and outstanding as of immediately prior to the Effective Time and entitled to payment pursuant to Section 1.02. In connection with such exchange, by but no later than ten five (105) Business Days prior to the Closing Date (unless such ten Business Day period is waived or shortened by the Representative)Date, the Representative shall provide deliver to each holder of Company Stock with and each holder of a Convertible Note who has elected to convert a Letter of Transmittal, substantially in the form of Exhibit A attached hereto Transmittal (a “Letter of Transmittal”). Prior to the Effective Time, the Parent shall transfer to the Representative via wire transfer of immediately available funds, cash in an amount equal to the Closing Payment Amount less the Direct Payment Amount. The Representative shall hold Each such funds and deliver them in accordance with the terms and conditions hereof. Each holder of Company Stock outstanding as of immediately prior to the Effective Time shall or a Convertible Note may deliver a duly executed and completed Letter of Transmittal Transmittal, together with surrender of Certificate(s) for cancellation, and, after the Effective Time, the Representative shall promptly request Parent to deliver or cause to be delivered each such holder a direct registration statement representing the Stock Consideration (less that number of shares equal to such holder holder’s Pro Rata Percentage of Stock Consideration being withheld as the Adjustment Share Reserve) and a wire transfer in an amount equal to the amount of Cash Consideration and the cash in lieu of fractional shares to which such holder is entitled under Section 1.02 (less the applicable portions of the Adjustment Escrow Amount and the Representative Amount), to the accounts account(s) designated by such holder in such holder’s Letter of Transmittal; provided, that the Parent shall deliver or cause to be delivered such amounts on the Closing Date to any holder of Company Stock that has delivered a duly executed and completed Letter of Transmittal to the Parent at least two (2) Business Days prior to the Closing Date (the aggregate amount of such payments, the “Direct Payment Amount”). Except for interest that may be payable pursuant to the terms of the Adjustment Escrow Agreement for any SecurityholderAgreement, in no event shall any holder of Company Stock or Convertible Note who delivers a Letter of Transmittal be entitled to receive interest on any of the funds to be received in the Merger. Any Company Stock held by a holder thereof Securityholder that has delivered a Letter of Transmittal to the Company pursuant to this Section 1.04 1.03 shall not be transferable on the books of the such Company without the Parent’s prior written consent. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of Company Stock theretofore outstanding on the records of the Company. From At and after the Effective Time, the holders of the shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto thereto, except as otherwise provided in this Agreement or by Law. On At or after the Effective Time, any shares of Company Stock validly presented to the Surviving Company or the Parent for any reason shall be converted into the consideration Merger Consideration payable in respect thereof pursuant to Section 1.02 without any interest thereon. Any portion of the funds held by the Representative pursuant to this Agreement that remains undistributed to the holders of Company Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Company, upon demand, and any holder of Company Stock that has not previously complied with this Section 1.04 prior to the end of such twelve (12) month period shall thereafter look only to the Surviving Company for payment of its claim for the applicable portion of the Merger Consideration in respect of such Company Stock. Notwithstanding the foregoing, none of the Parent, the Surviving Company nor their Affiliates shall be liable to any holder of Company Stock for any amount paid to any public official pursuant to applicable abandoned property, escheat, or similar laws. Any amount remaining unclaimed by holders of Company Stock three (3) years after the date on which such funds were delivered to the Representative for payment (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable Law, the property of the Surviving Company free and clear of any claims or interest of any Person previously entitled thereto.