DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) each Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on surrender of those certificates to RW (or any agent that may be appointed by RW for purposes of this Section 2.05), receive, subject to the provisions of this Article II and the Escrow Agreement, such Stockholder's share of the Merger Consideration pursuant to Section 2.04 and Exhibit D; and (ii) until any certificate representing Company Common Stock has been surrendered and replaced pursuant to this Section 2.05, that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of RW Common Stock included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.04. The Escrow Agreement will provide that the shares of RW Common Stock issued to the Stockholders as a part of the Merger Consideration together with duly executed stock powers in blank, shall be placed in escrow to be held subject to the terms of the Escrow Agreement and further subject to Exhibit D and Section 11.02. The escrow shall consist solely of shares of RW Common Stock that shall be issued at the Effective Time to the Stockholders of the Founding Companies and delivered, at the Closing, to the Escrow Agent. All shares of RW Common Stock issuable in the Merger will be deemed for all purposes to have been issued by RW at the Effective Time.
DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) each Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on surrender of those certificates to Apple (or any agent that may be appointed by Apple for purposes of this Section 2.05), receive, subject to the provisions of this Section 2.05 and Section 2.06, his Pro-Rata Share of the Merger Consideration; and (ii) until any certificate representing Company Common Stock has been surrendered and replaced pursuant to this Section 2.05, that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of Apple Common Stock included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.04. All shares of Apple Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple at the Effective Time.
DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) each Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on surrender of his certificates to TMI (or any agent which may be appointed by TMI for purposes of this Section 2.05), receive, and TMI will pay and issue, or cause to be paid and issued, to each Stockholder, in each case, subject to the provisions of Section 2.06, the Merger Consideration; and (ii) until any certificate representing Company Common Stock has been surrendered and replaced pursuant to this Section 2.05, that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of TMI Common Stock included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.04. All shares of TMI Common Stock issuable in the Merger will be deemed for all purposes to have been issued by TMI at the Effective Time. All cash included in the Merger Consideration shall be paid by TMI's company check or checks, one or more wire transfers to accounts designated by the respective Stockholders at least two New York business days before the IPO Closing Date, or by certified or official bank check or checks, at TMI's option.
DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) each Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on surrender of his certificates to WORK (or any agent which may be appointed by WORK for purposes of this Section 2.05), receive, and WORK will pay and issue to each Stockholder, in each case subject to the provisions of Section 2.06, the Merger Consideration; and (ii) until any certificate representing Company Common Stock has been surrendered and replaced pursuant to this Section 2.05, that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of WORK Common Stock, and the right to receive cash, included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.04. All shares of WORK Common Stock issuable in the Merger will be deemed for all purposes to have been issued by WORK at the Effective Time. All cash included in the Merger Consideration shall be paid, at WORK's option, by (a) WORK's company check or checks, (b) one or more wire transfers to accounts designated by the respective Stockholders at least five Business Days before the IPO Closing Date, or (c) certified or official bank check or checks.
DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) each Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on surrender of his certificates to WORK (or any agent which may be appointed by WORK for purposes of this Section 2.05), receive, and WORK will pay and issue to each Stockholder, in each case subject to the provisions of Section 2.06, the Merger Consideration; and (ii) until any certificate representing Company Common Stock has been surrendered and replaced pursuant to this Section 2.05, that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of WORK Common Stock, and the right to receive cash, included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.04. All shares of WORK Common Stock issuable in the Merger will be deemed for all purposes to have been issued by WORK at the Effective Time. All cash included in the Merger Consideration shall be paid, at WORK's option, by (a) WORK's company check or checks, (b) one or more wire transfers to accounts designated by the respective Stockholders at least five Business Days before the IPO Closing Date, or (c) certified or official bank check or checks. (b) Each Stockholder will deliver to WORK (or any agent that may be appointed by WORK for purposes of this Section 2.05), on or before the IPO Closing Date, the certificates representing Company Common Stock owned by the Stockholder, duly endorsed in blank by him, or accompanied by stock powers duly executed by him in blank, and with all necessary transfer tax and other revenue stamps, acquired at his expense, affixed and canceled. Each Stockholder shall cure any deficiencies in the endorsement of the certificates or other documents of conveyance respecting, or in the stock powers accompanying, the certificates representing Company Common Stock delivered by him.
DELIVERY, EXCHANGE AND PAYMENT. (1) At or after the Effective Time: (a) the Stockholders, as holders of certificates representing shares of Company Capital Stock, will, on surrender of those certificates to USC (or any agent that USC may appoint for purposes of this Paragraph 2(E)), receive, subject to the provisions of this Paragraph 2(E) and Paragraph 2(F), the Acquisition Consideration; and (b) until any certificate representing Company Capital Stock has been surrendered and replaced pursuant to this Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of USC Common Stock included in the Acquisition Consideration payable in respect of that certificate pursuant to Paragraph 2(D). All shares of USC Common Stock issuable in the Merger will be deemed for all purposes to have been issued by USC at the Effective Time.
DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) each Stockholder and each Other Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on surrender of his certificates to OEI (or any agent which may be appointed by OEI for purposes of this Section 2.05), receive, and OEI will pay and issue to each Stockholder and each Other Stockholder, in each case subject to the provisions of Section 2.06, the Merger Consideration; and (ii) until any certificate representing Company Common Stock has been surrendered and replaced pursuant to this Section 2.05, that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of OEI Common Stock included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.04 and the amount of cash payable in respect of that certificate pursuant to Section 2.04. All shares of OEI Common Stock issuable in the Merger will be deemed for all purposes to have been issued by OEI at the Effective Time. All cash included in the Merger Consideration shall be paid by OEI's company checks, certified or official bank checks, or wire transfers, at OEI's option. In the case of wire transfers, the transfers shall be to accounts designated by the respective Stockholders or Other Stockholders, as the case may be, at least five Business Days before the IPO Closing Date.
DELIVERY, EXCHANGE AND PAYMENT. On the Closing Date, the Stockholders, as the holders of the certificates representing all of the outstanding shares of Company Capital Stock, will receive, on surrender of those certificates (duly endorsed in blank, or accompanied by stock powers in blank duly executed by Stockholders, and with all necessary transfer tax and other revenue stamps, acquired at Stockholders' expense, affixed and canceled) to Invatec, free and clear of any restrictions or conditions to transfer or assignment, rights of first refusal, mortgages, liens, pledges, charges, encumbrances, equities, claims, covenants, conditions, restrictions, options or agreements, subject to the provisions of PARAGRAPH 5 and PARAGRAPH 6, the Acquisition Consideration. Until any certificate representing Company Capital Stock has been surrendered and replaced pursuant to this SUBPARAGRAPH 2(A)(V), that certificate will, for all purposes, be deemed to evidence only the right to receive the pro rata share of the Acquisition Consideration evidenced thereby. Each Stockholder shall cure any deficiencies in the endorsement of the certificates or other documents of conveyance respecting, or in the stock powers accompanying, the certificates representing Company Capital Stock surrendered by such Stockholder.
DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) each Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on surrender of his certificates to Purchaser (or any agent which may be appointed by Purchaser for purposes of this Section 2.05), receive, and Purchaser will pay and issue to each Stockholder, in each case subject to the provisions of Section 2.06, the Merger Consideration; and (ii) until any certificate representing Company Common Stock has been surrendered and replaced pursuant to this Section 2.05, that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of Purchaser Common Stock and Contingent Stock Issue Rights included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.04. All shares of Purchaser Common Stock and Contingent Stock Issue Rights issuable in the Merger will be deemed for all purposes to have been issued by Purchaser at the Effective Time.
DELIVERY, EXCHANGE AND PAYMENT. (1) At or after the Effective ------------------------------ Time: (a) the Stockholders, as holders of certificates representing shares of Company Capital Stock, will, on surrender of those certificates to ARS (or any agent that may be appointed by ARS for purposes of this Paragraph 2(E)), receive, subject to the provisions of this Paragraph 2(E) and Paragraph 2(F), the Acquisition Consideration; and (b) until any certificate representing Company Capital Stock has been surrendered and replaced pursuant to this Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of the aggregate principal amount of Convertible Notes included in the Acquisition Consideration payable in respect of that certificate pursuant to Paragraph 2(D). All shares of Convertible Notes issuable in the Merger will be deemed for all purposes to have been issued by ARS at the Effective Time.
