Common use of Surrender and Exchange of Shares Clause in Contracts

Surrender and Exchange of Shares. At the Effective Time, each holder of a Web Share shall surrender and deliver the Certificates and transmittal letter (the "LETTER OF TRANSMITTAL") to Continental Stock Transfer and Trust Company. Upon such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of Parent Common Stock into which such holder's Web Shares have been converted pursuant to this Restated Agreement plus the amount of cash payable in lieu of any fractional share. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of Parent Common Stock into which the Web Shares have been converted pursuant to this Restated Agreement, plus the amount of cash payable in lieu of any fractional share; PROVIDED, HOWEVER, that no dividends or other distributions, if any, in respect of the shares of Parent Common Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and Letters of Transmittal are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of the Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Parent Common Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Parent Common Stock until such Certificates are exchanged pursuant to this Restated Agreement.

Surrender and Exchange of Shares. At the Effective -------------------------------- Time, each holder of a Web Big Stuff Share shall surrender and deliver the Certificates and transmittal letter (the "LETTER OF TRANSMITTAL") to Continental Stock Transfer and Trust Company. Upon such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of Parent Common Stock into which such holder's Web Big Stuff Shares have been converted pursuant to this Restated Agreement plus the amount of cash payable in lieu of any fractional share. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of Parent Common Stock into which the Web Big Stuff Shares have been converted pursuant to this Restated Agreement, plus the amount of cash payable in lieu of any fractional share; PROVIDEDprovided, HOWEVERhowever, that no dividends -------- ------- or other distributions, if any, in respect of the shares of Parent Common Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and Letters of Transmittal are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of the Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Parent Common Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Parent Common Stock until such Certificates are exchanged pursuant to this Restated Agreement.

Surrender and Exchange of Shares. (a) At the Effective Time, each holder of a Web Share an outstanding certificate or certificates that prior thereto represented shares of the capital stock of the Company shall surrender the same to Parent or its agent, and deliver the Certificates and transmittal letter (the "LETTER OF TRANSMITTAL") to Continental Stock Transfer and Trust Company. Upon each such holder shall be entitled upon such surrender and deliveryto receive in exchange therefor, the holder shall receive a certificate representing without cost to it, the number of whole shares of Parent Common Stock into which such holder's Web Shares have been converted pursuant to this Restated Agreement plus the amount of cash payable in lieu of any fractional share. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of Parent Common Stock into which the Web Shares shares theretofore represented by the certificate so surrendered shall have been converted pursuant to this Restated Agreementas provided in Section 2.1 hereof, plus and the amount certificate or certificates so surrendered in exchange for such consideration shall forthwith be canceled by Parent. (b) If a certificate representing shares of cash payable the capital stock of the Company has been lost, stolen or destroyed, the holder of such certificate shall submit an affidavit describing the lost, stolen or destroyed certificate, the number of shares evidenced thereby and affirming the status of that certificate in lieu of any fractional share; PROVIDEDsurrendering such certificate to Parent, HOWEVERwhich shall deem such certificate canceled. Until so surrendered, that no dividends or other distributionsthe outstanding certificates that, if any, in respect of the shares of Parent Common Stock, declared after the Effective Time and payable prior to holders of record after the Effective Time, represented shares of the capital stock of the Company that shall have been converted as aforesaid shall be paid deemed for all corporate purposes, except as hereinafter provided, to evidence the holders of any unsurrendered Certificates until such Certificates and Letters of Transmittal are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange ownership of the Certificates, the record holders thereof will be entitled to receive any consideration into which such dividends shares have been so converted. (c) No certificates or other distributions without interest thereon, which theretofore have become payable with respect to the number of scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for which exchange of certificates held by shareholders of the Company, and such Certificates were exchangeablefractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent. Holders Each holder of any unsurrendered Certificates shares of the capital stock of the Company who would otherwise have been entitled to receive in the merger a fraction of a share of Parent Common Stock (after taking into account all certificates surrendered by such holder) shall not be entitled to vote receive from Parent at the Effective Time, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Parent Common Stock until such Certificates are exchanged pursuant multiplied by $5.811 per share (the "Average May Price"). It is understood (i) that the payment of cash in lieu of fractional shares of Parent Common Stock is solely for the purpose of avoiding the expense and inconvenience to this Restated AgreementParent of issuing fractional shares and does not represent separately bargained-for consideration and (ii) that no holder of shares of Company capital stock will receive cash in lieu of fractional shares of Parent Common Stock in an amount greater than the value of one full share of Parent Common Stock. SECTION 2.5.

Surrender and Exchange of Shares. At As promptly as feasible after the Effective TimeDate, each holder of a Web Share an outstanding certificate or certificates theretofore representing common stock of LKA and of DiaEm shall be notified by the Exchange Agent and shall surrender such certificate or certificates to the Exchange Agent in the manner specified in the Exchange Agent's notification and deliver the Certificates and transmittal letter (the "LETTER OF TRANSMITTAL") to Continental Stock Transfer and Trust Company. Upon such holder shall be entitled upon such surrender and delivery, the holder shall to receive in exchange therefor a certificate representing the aggregate number of whole shares of common stock of Subsidiary into which the common stock of LKA or of DiaEm theretofore represented by the certificate or certificates so surrendered shall have been converted and exchanged as herein provided. Until so surrendered, each outstanding certificate which, prior to the Effective Date, represented common stock of LKA or of DiaEm shall not be transferable on the books of the Constituent Corporations, but shall be deemed, for all corporate purposes other than the payment of dividends and other distributions, to evidence ownership of the number of whole shares of Parent Common Stock common stock of Subsidiary into which such holder's Web Shares the common stock of LKA and DiaEm, which, prior to the Effective Date, were represented thereby, shall have been converted pursuant to this Restated Agreement plus the amount of cash payable in lieu of any fractional share. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of Parent Common Stock into which the Web Shares have been converted pursuant to this Restated Agreement, plus the amount of cash payable in lieu of any fractional share; PROVIDED, HOWEVER, that no dividends . Any dividend or other distributions, if any, distribution paid by Subsidiary in respect of the shares of Parent Common Stock, declared after the Effective Time and its common stock otherwise payable to holders the holder of record after any outstanding certificate which has not yet been delivered to the Effective Time, Exchange Agent shall be paid to the holders Exchange Agent and no such dividend or other distribution payable in respect of any unsurrendered Certificates the common stock of Subsidiary shall be paid to the holder of such outstanding certificate until such Certificates and Letters of Transmittal are certificate shall have been so surrendered and delivered as provided hereinto the Exchange Agent. Subject to applicable Law, after the surrender and exchange of the Certificates, the record holders thereof will be entitled to receive any The Exchange Agent shall hold such dividends or other distributions distribution in an interest bearing account. Upon surrender of such outstanding certificate or satisfactory proof of loss and indemnity, there shall be paid by the Exchange Agent to or at the direction of the holder of the certificate of common stock of Subsidiary issued in exchange therefor the amount (without interest thereon, ) of all dividends and distributions which have theretofore have become payable with respect to the number of whole shares of Parent Common Stock common stock of Subsidiary represented by the certificate issued upon such surrender for exchange. From and after the Effective Date, the sole rights of the holders of certificates theretofore representing common stock of LKA and DiaEm, except as otherwise provided by law, shall be those to which such Certificates were exchangeable. Holders they are entitled as owners of any unsurrendered Certificates common stock of Subsidiary into which the shares of common stock of LKA and DiaEm shall not be entitled to vote Parent Common Stock until such Certificates are exchanged pursuant to this Restated Agreementhave been converted by the merger as herein provided.

Surrender and Exchange of Shares. At the Effective Time, each holder of a Web Big Stuff Share shall surrender and deliver the Certificates and transmittal letter (the "LETTER OF TRANSMITTAL") to Continental Stock Transfer and Trust Company. Upon such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of Parent Common Stock into which such holder's Web Big Stuff Shares have been converted pursuant to this Restated Agreement plus the amount of cash payable in lieu of any fractional share. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of Parent Common Stock into which the Web Big Stuff Shares have been converted pursuant to this Restated Agreement, plus the amount of cash payable in lieu of any fractional share; PROVIDED, HOWEVER, that no dividends or other distributions, if any, in respect of the shares of Parent Common Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and Letters of Transmittal are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of the Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Parent Common Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Parent Common Stock until such Certificates are exchanged pursuant to this Restated Agreement.

Surrender and Exchange of Shares. At (a) On the Closing Date and -------------------------------- after the Effective Time, each holder of a Web Share Stockholder shall surrender and deliver to Purchaser, the Certificates and transmittal letter (the "LETTER OF TRANSMITTAL") to Continental Stock Transfer and Trust Companyowned by such Stockholder, duly endorsed in blank for transfer or accompanied by appropriate powers duly executed in blank. Upon such surrender and delivery, the holder each Stockholder shall receive a stock certificate in definitive form, registered in the name of such Stockholder, representing the number of whole shares of Parent Common Purchaser Stock into which such holderStockholder's Web Company Shares have been converted pursuant to this Restated Agreement plus Agreement. Unless provided otherwise in this Agreement, each Stockholder will deliver such Certificates and receive a certificate representing such shares of Purchaser Stock, as is set forth on Exhibit A hereto opposite the amount name of cash payable in lieu of any fractional sharesuch Stockholder. Until so surrendered and exchanged--------- exchanged pursuant to this Section 1.5(a), each outstanding Certificate after ------------- the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of Parent Common Purchaser Stock into which the Web Company Shares have been converted pursuant to this Restated Agreement; provided, plus the amount of cash payable in lieu of any fractional share; PROVIDED, HOWEVERhowever, that no -------- ------- dividends or other distributions, if any, in respect of the shares of Parent Common Purchaser Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and Letters of Transmittal are surrendered and delivered as provided herein. Subject to applicable Lawlaw, after the surrender and exchange of the Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Parent Common Purchaser Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Parent Common Purchaser Stock until such Certificates are exchanged pursuant to this Restated Agreement.

Surrender and Exchange of Shares. At the Effective Time, -------------------------------- each holder of a Web Share shall surrender and deliver the Certificates and transmittal letter (the "LETTER OF TRANSMITTAL") to Continental Stock Transfer and Trust Company. Upon such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of Parent Common Stock into which such holder's Web Shares have been converted pursuant to this Restated Agreement plus the amount of cash payable in lieu of any fractional share. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of Parent Common Stock into which the Web Shares have been converted pursuant to this Restated Agreement, plus the amount of cash payable in lieu of any fractional share; PROVIDEDprovided, HOWEVERhowever, that no -------- ------- dividends or other distributions, if any, in respect of the shares of Parent Common Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and Letters of Transmittal are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of the Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Parent Common Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Parent Common Stock until such Certificates are exchanged pursuant to this Restated Agreement.

Surrender and Exchange of Shares. At After the Effective Time, each holder of a Web BFP Share shall surrender and deliver the Certificates to The Bank of New York or such other bank or trust company as may be designated by WorldCom together with a duly completed and executed transmittal letter in substantially the form attached hereto as Schedule 1.5 (the "LETTER OF TRANSMITTALLetter of Transmittal") to Continental Stock Transfer and Trust Company). Upon such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of Parent WorldCom Common Stock into which such holder's Web BFP Shares have been converted pursuant to this Restated Agreement plus the amount of cash payable in lieu of any fractional share. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of Parent WorldCom Common Stock into which the Web BFP Shares have been converted pursuant to this Restated Agreement, Agreement plus the amount of cash payable in lieu of any fractional share; PROVIDEDprovided, HOWEVERhowever, that no dividends or other distributions, if any, in respect of the shares of Parent WorldCom Common Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and Letters of Transmittal are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of the Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Parent WorldCom Common Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Parent WorldCom Common Stock until such Certificates are exchanged pursuant to this Restated Agreement. 1.6.

Surrender and Exchange of Shares. At (a) Prior to the Effective Time, Acquiror shall designate ChaseMellon Shareholder Services, L.L.C. or such other bank or trust company as it may designate to act as exchange agent in the Merger (the "Exchange Agent"). Parent shall cause Acquiror to deposit with the -------------- Exchange Agent the funds as necessary to make the payments contemplated herein on a timely basis. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of Target Shares a form of letter of transmittal (the "Letter of Transmittal") --------------------- and instructions for use in effecting the surrender of the Certificates pursuant to such Letter of Transmittal. After the Effective Time, each holder of a Web Share Target Shares (other than Dissenting Shares) shall surrender and deliver the Certificates to the Exchange Agent together with a duly completed and transmittal letter (the "LETTER OF TRANSMITTAL") to Continental Stock Transfer executed Letter of Transmittal and Trust Companyany other required documents. Upon such surrender and delivery, the holder shall be entitled to receive a certificate representing in exchange therefor the number of whole shares of Parent Common Stock into which Merger Consideration, and such holder's Web Shares have been converted pursuant to this Restated Agreement plus Certificates shall forthwith be canceled. No interest will be paid or accrued on the amount of cash payable upon the surrender of the Certificates. If payment is to be made to a person other than the person in lieu whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any fractional sharetransfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until so surrendered in accordance with the provisions of this Section 1.6 and exchanged, each outstanding Certificate after the ----------- Effective Time (other than Certificates representing Dissenting Shares) shall be deemed for all purposes only to evidence the right to receive that number of whole shares of Parent Common Stock into which the Web Shares have been converted pursuant to this Restated AgreementMerger Consideration, plus the amount of cash payable in lieu of without any fractional share; PROVIDED, HOWEVER, that no dividends or other distributions, if any, in respect of the shares of Parent Common Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and Letters of Transmittal are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of the Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Parent Common Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Parent Common Stock until such Certificates are exchanged pursuant to this Restated Agreement.