Common use of DELIVERY, EXCHANGE AND PAYMENT Clause in Contracts

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) Time each Selling Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on upon surrender of those certificates to RW IDG (or any agent that may be appointed by RW IDG for purposes of this Section 2.05)) of any and all certificates representing the shares of Company Capital Stock held by such Selling Stockholder, will receive, subject to the provisions of this Article II Sections 2.05, 2.06 and the Escrow Agreement2.07(c), such Stockholder's share of the Merger Consideration pursuant to Section 2.04 and Exhibit D; and (ii) until Consideration. Until any certificate representing shares of Company Common Capital 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 IDG Common Stock included in the Merger Consideration payable deliverable subject to Section 2.07(c), 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 IDG Common Stock issuable in the Merger will be deemed for all purposes to have been issued by RW IDG at the Effective Time. Notwithstanding the foregoing, the Stockholders' Agent may, at the instruction of any of the Selling Stockholders, surrender the shares of Company Capital Stock of such Selling Stockholders to IDG and receive the Merger Consideration on behalf of such Selling Stockholders, subject to the provisions of Sections 2.05, 2.06 and 2.07 (c).

DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) Time each Selling Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on upon surrender of those certificates to RW IDG (or any agent that may be appointed by RW IDG for purposes of this Section 2.05)) of any and all certificates representing the shares of Company Common Stock held by such Selling Stockholder, will receive, subject to the provisions of this Article II Sections 2.05, 2.06 and the Escrow Agreement2.07(c), such Stockholder's share of the Merger Consideration pursuant to Section 2.04 and Exhibit D; and (ii) until Consideration. Until any certificate representing shares of 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 IDG Common Stock included in the Merger Consideration payable deliverable subject to Section 2.07(c), 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 IDG Common Stock issuable in the Merger will be deemed for all purposes to have been issued by RW IDG at the Effective Time. Notwithstanding the foregoing, the Stockholders' Agent may, at the instruction of any of the Selling Stockholders, surrender the shares of Company Stock of such Selling Stockholders to IDG and receive the Merger Consideration on behalf of such Selling Stockholders, subject to the provisions of Sections 2.05, 2.06 and 2.07 (c).