Common use of Surrender Procedures Clause in Contracts

Surrender Procedures. (a) Purchaser shall act as its own exchange agent in the Merger (except for the Escrow Cash). (b) At or as soon as practicable after the Effective Time, each Icarian Stockholder shall surrender to the Purchaser for cancellation the share certificates representing the Icarian Shares that are not Dissenting Shares (the "Certificates"), in each case duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record (to the extent that such Icarian Stockholder has not surrendered its Certificates and/or such executed irrevocable security transfer powers of attorney to the Purchaser at or prior to the Effective Time). On or prior to Closing, each Icarian Stockholder who is entitled to receive Exchange Shares pursuant to the Distribution Mechanism shall deliver a duly executed Transmittal Letter together with such holder's Certificate(s) (or an affidavit of lost certificate as described in Section 3.1(c) below) to the Purchaser. At the Closing, subject to receipt of such Transmittal Letter and Certificates (or affidavits of lost certificate), the Purchaser will issue to each tendering Icarian Stockholder a certificate for the number of Exchange Shares to which such Icarian Stockholder is entitled pursuant to Section 2.6(a) hereof and pay such Icarian Stockholder any cash payable in lieu of a fractional share to which such Icarian Stockholder may be entitled pursuant to Section 2.6(e) hereof. (c) In the event any Certificates shall have been lost, stolen or destroyed, the Purchaser shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof and the posting of reasonable bond therefore, such number of Exchange Shares and cash for fractional shares, if any, as may be required pursuant to Section 2.6, any dividends or distributions payable pursuant to Section 3.1(d), and, subject to Section 2.7, the amount of Escrow Cash that may be payable pursuant to Section 2.6."

Surrender Procedures. (a) Purchaser shall act as its own exchange agent in the Merger (except for the Escrow CashShares). (b) At or as soon as practicable after the Effective Time, each Icarian Stockholder shall surrender to the Purchaser for cancellation the share certificates representing the Icarian Shares that are not Dissenting Shares (the "Certificates"), in each case duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record (to the extent that such Icarian Stockholder has not surrendered its Certificates and/or such executed irrevocable security transfer powers of attorney to the Purchaser at or prior to the Effective Time). On or prior to Closing, each Icarian Stockholder who is entitled to receive Exchange Shares pursuant to the Distribution Mechanism shall deliver a duly executed Transmittal Letter together with such holder's Certificate(s) (or an affidavit of lost certificate as described in Section 3.1(c) below) to the Purchaser. At the Closing, subject to receipt of such Transmittal Letter and Certificates (or affidavits of lost certificate), the Purchaser will issue to each tendering Icarian Stockholder a certificate for the number of Exchange Shares to which such Icarian Stockholder is entitled pursuant to Section 2.6(a) hereof hereof, less the Exchange Shares deposited into escrow pursuant to Section 2.7 hereof, and pay such Icarian Stockholder any cash payable in lieu of a fractional share to which such Icarian Stockholder may be entitled pursuant to Section 2.6(e) hereof. (c) In the event any Certificates shall have been lost, stolen or destroyed, the Purchaser shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof and the posting of reasonable bond therefore, such number of Exchange Shares and cash for fractional shares, if any, as may be required pursuant to Section 2.6, 2.6 and any dividends or distributions payable pursuant to Section 3.1(d). (d) No dividends or distributions payable to holders of record of Purchaser Common Stock after the Effective Time, andor cash payable in lieu of fractional shares, subject will be paid to Section 2.7the holder of any unsurrendered Certificate(s) until the holder of the Certificate(s) surrenders such Certificate(s). Subject to the effect, if any, of applicable escheat and other laws, following surrender of any Certificate, there will be delivered to the person entitled thereto, without interest, the amount of Escrow Cash that any dividends and distributions therefor paid with respect to Purchaser Common Stock so withheld as of any date subsequent to the Effective Time and prior to such date of delivery. (e) Each of the Icarian Stockholders and the Purchaser shall deliver such other documents as may be payable reasonably necessary to complete the transactions contemplated by this Agreement. (f) Until certificates representing the Icarian Shares outstanding prior to the Merger are surrendered pursuant to Section 2.63.1(a) above, such certificates will be deemed, for all purposes, to evidence the right to the Merger consideration payable with respect to such Icarian Shares as provided in Section 2.6 above."

Surrender Procedures. (a) Purchaser shall act as its own exchange agent in the Merger (except for the Escrow CashShares). (b) At or as soon as practicable after the Effective Time, each Icarian Each Corporation Stockholder who is entitled to receive Exchange Shares shall surrender to the Purchaser for cancellation the share certificates representing the Icarian Corporation Shares that are not Dissenting Shares (the "Certificates"), in each case duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record (to the extent that such Icarian Corporation Stockholder has not surrendered its Certificates and/or such executed irrevocable security transfer powers of attorney to the Purchaser at or prior to the Effective TimePurchaser). On or prior to Closing, each Icarian Each Corporation Stockholder who is entitled to receive Exchange Shares pursuant to the Distribution Mechanism shall deliver a duly executed Transmittal Letter together with such holder's Certificate(s) (or an affidavit of lost certificate as described in Section 3.1(c) below) to the Purchaser. At the ClosingClosing or at any time thereafter, subject to receipt of such Transmittal Letter and Certificates (or affidavits of lost certificate), the Purchaser will issue to each tendering Icarian Corporation Stockholder a certificate for the number of Exchange Shares to which such Icarian Corporation Stockholder is entitled pursuant to Section 2.6(a) hereof hereof, less the Exchange Shares deposited into escrow pursuant to Section 2.7 hereof, and pay such Icarian Corporation Stockholder any cash payable in lieu of a fractional share to which such Icarian Corporation Stockholder may be entitled pursuant to Section 2.6(e) hereof. (c) In the event any Certificates shall have been lost, stolen or destroyed, the Purchaser shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof and the posting of reasonable bond therefore, such number of Exchange Shares and cash for fractional shares, if any, as may be required pursuant to Section 2.6, 2.6 and any dividends or distributions payable pursuant to Section 3.1(d). (d) No dividends or distributions payable to holders of record of Purchaser Common Stock after the Effective Time, andor cash payable in lieu of fractional shares, subject will be paid to Section 2.7the holder of any unsurrendered Certificate(s) until the holder of the Certificate(s) surrenders such Certificate(s). Subject to the effect, if any, of applicable escheat and other laws, following surrender of any Certificate, there will be delivered to the person entitled thereto, without interest, the amount of Escrow Cash that any dividends and distributions therefor paid with respect to Purchaser Common Stock so withheld as of any date subsequent to the Effective Time and prior to such date of delivery. (e) Each of the Corporation Stockholders and the Purchaser shall deliver such other documents as may be payable reasonably necessary to complete the transactions contemplated by this Agreement. (f) Until certificates representing the Corporation Shares outstanding prior to the Merger are surrendered pursuant to Section 2.63.1(a) above, such certificates will be deemed, for all purposes, to evidence the right to the Merger consideration payable with respect to such Corporation Shares as provided in Section 2.6 above." (g) Anything to the contrary contained herein notwithstanding, if an executed Transmittal Letter and certificates representing the Corporation Shares outstanding after the Merger are not surrendered pursuant to Section 3.1(b) above within six (6) months of the Closing Date, the Corporate Stockholders who have not delivered said documents shall no longer be entitled to receive the Exchange Shares that they would have been entitled to receive pursuant to the Distribution Mechanism.