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.
(b) Each Stockholder will deliver to Apple (or any agent that may be appointed by Apple 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 that Person, or accompanied by duly executed stock powers in blank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's 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 that Person.
(c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple Common Stock and payable to the holders of record thereof after the Effective Time will be paid to the holder of any unsurrendered certificates representing shares of Company Common Stock for which shares of Apple Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (i) on that surrender Apple will cause to be paid, to the Person in whose name the certificates representing such shares of Apple Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple Common Stock with a record date, or which have accrued, subsequent to the Effective Time, but prior to surrender, and the amount of any cash payable to such Person for and in lieu of fractional shares pursuant to ...
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.
DELIVERY, EXCHANGE AND PAYMENT. On the Closing Date, the Stockholder, as the holder 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 Stockholder, and with all necessary transfer tax and other revenue stamps, acquired at Stockholder's 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, 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. The 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 him.
DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) each Company Stockholder, as a holder of certificates representing Outstanding Company Shares, will, on surrender of his or her 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 8
DELIVERY, EXCHANGE AND PAYMENT. On the IPO Closing Date, each Stockholder, as the holder of certificates representing all the outstanding Company Capital Stock he or it owns, will, on surrender of those certificates to INVATEC (or any agent that may be appointed by INVATEC for purposes of this Paragraph 2(B)), receive, subject to the provisions of this Paragraph 2, as payment for that Company Capital Stock, his or its Pro Rata Share of an amount of cash or other immediately available funds (the "Acquisition Consideration") equal to (i) Five Million Two Hundred Fifty Thousand and No/100 Dollars ($5,250,000.00), minus (ii) the aggregate amount of (a) the Company's outstanding Indebtedness as of the IPO Pricing Date, plus (b) the outstanding net Intercompany Indebtedness as of the IPO Pricing Date. The time of such surrender and receipt is the "Effective Time." Schedule IV attached hereto sets forth the Acquisition Consideration which would have been paid if the Effective Time had occurred on the Current Balance Sheet Date.
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
DELIVERY, EXCHANGE AND PAYMENT. On the Closing Date, the Stockholders, as holders of 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 that Stockholder, and with all necessary transfer tax and other revenue stamps, acquired at that Stockholder's 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 2(C) and PARAGRAPH 5, 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
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 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 right to receive the Merger Consideration payable in respect of that certificate pursuant to Section 2.04. 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. (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 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, in each case subject to the provisions of Section 2.06, the Initial Merger Consideration; and (ii) until any certificate representing Company Common Stock has been surrendered and replaced pursuant to this
DELIVERY, EXCHANGE AND PAYMENT. (1) At or after the Effective Time: (a) the Stockholder, as the holder of certificates representing all the outstanding 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), the Acquisition Consideration.
(2) The Stockholder will deliver to ARS (or any agent that may be appointed by ARS for purposes of this Paragraph 2(E)) on or before the Closing Date the certificates representing all the Company Capital Stock owned by the Stockholder, duly endorsed in blank, or accompanied by stock powers in blank duly executed, by that Person, and with all necessary transfer tax and other revenue stamps, acquired at that Person's expense, affixed and canceled. The Stockholder shall cure any deficiencies in the endorsement of the certificates or other documents of conveyance respecting,
