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 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such whole shares of Apple Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates.

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 his certificates to Apple WORK (or any agent that which may be appointed by Apple 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 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 WORK Common Stock 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 Apple WORK Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple 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 Apple WORK (or any agent that may be appointed by Apple WORK for purposes of this Section 2.05) ), on or before the IPO Closing Date Date, the certificates representing Company Common Stock owned by the Stockholder, duly endorsed in blank by that Personhim, or accompanied by stock powers duly executed stock powers by him in blank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's 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 that Personhim. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple WORK 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 WORK Common Stock have been issued in the Merger until those the unsurrendered certificates are surrendered as provided herein, but (i) on that surrender Apple such surrender, WORK will cause to be paid, to the Person in whose name the certificates representing such shares of Apple WORK Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple WORK 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple WORK will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such number of whole shares of Apple WORK Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions (or cash for and in lieu of fractional shares shares) on surrender of outstanding certificates.

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 his certificates to Apple TMI (or any agent that which may be appointed by Apple 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 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 TMI Common Stock included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.04. All shares of Apple TMI Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple 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. (b) Each Stockholder will deliver to Apple TMI (or any agent that may be appointed by Apple TMI 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 Personhim, or accompanied by duly executed stock powers in blank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's 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 that Personhim. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple TMI 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 TMI Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (i) on that such surrender Apple TMI will cause to be paid, to the Person in whose name the certificates representing such shares of Apple TMI Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple TMI 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple TMI will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such whole shares of Apple TMI Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates.

DELIVERY, EXCHANGE AND PAYMENT. (a1) At or after the Effective Time: (ia) each Stockholderthe Stockholders, as the holder holders of certificates representing shares of Company Common Capital Stock, will, on surrender of those certificates to Apple USC (or any agent that USC may be appointed by Apple appoint for purposes of this Section 2.05Paragraph 2(E)), receive, subject to the provisions of this Section 2.05 Paragraph 2(E) and Section 2.06Paragraph 2(F), his Pro-Rata Share of the Merger Acquisition Consideration; and (iib) until any certificate representing Company Common Capital Stock has been surrendered and replaced pursuant to this Section 2.05Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of Apple USC Common Stock included in the Merger Acquisition Consideration payable in respect of that certificate pursuant to Section 2.04Paragraph 2(D). All shares of Apple USC Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple USC at the Effective Time. (b2) Each Stockholder will deliver to Apple USC (or any agent that USC may be appointed by Apple appoint for purposes of this Section 2.05Paragraph 2(E)) on or before the IPO Closing Date the certificates representing all the Company Common Capital Stock owned by the that Stockholder, duly endorsed in blank by that Personblank, or accompanied by duly executed stock powers in blankblank duly executed, by that Person, and with all necessary transfer tax and other revenue stamps, acquired at that Person's expense, affixed and canceled. Each Stockholder shall will 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 Capital Stock delivered by that PersonPerson delivers. (c3) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple USC 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 Capital Stock for which whole shares of Apple USC Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (ia) on that surrender Apple USC will cause to be paid, to the Person in whose name the certificates representing such those whole shares of Apple USC Common Stock shall will then be issued, the amount of dividends or other distributions previously paid with respect to such those whole shares of Apple USC Common Stock with a record date, or which have accrued, subsequent to the Effective Time, but prior to that surrender, and the amount of any cash payable to such that Person for and in lieu of fractional shares pursuant to Section 2.06 Paragraph 2(F) and (iib) at the appropriate payment date or as soon as practicable thereafter, Apple USC will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such those whole shares of Apple USC Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such those dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates.

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 those his certificates to Apple OEI (or any agent that which may be appointed by Apple 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 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 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 Apple OEI Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple 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. (b) Each Stockholder will deliver to Apple OEI (or any agent that may be appointed by Apple OEI for purposes of this Section 2.05) ), on or before the IPO Closing Date Date, the certificates representing Company Common Stock owned by the Stockholder, Stockholder duly endorsed in blank by that Personhim, or accompanied by stock powers duly executed stock powers by him in blank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's his expense, affixed and canceled. In the event this Agreement is terminated pursuant to Article XII prior to the Effective Time, OEI or its agent will return all such certificates and other documents to the Stockholders. 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 Personhim. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple OEI 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 OEI Common Stock have been issued in the Merger until those the unsurrendered certificates are surrendered as provided herein, but (i) on that surrender Apple such surrender, OEI will cause to be paid, to the Person in whose name the certificates representing such shares of Apple OEI Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple OEI 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple OEI will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such number of whole shares of Apple OEI Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions (or cash for and in lieu of fractional shares shares) on surrender of outstanding certificates.

DELIVERY, EXCHANGE AND PAYMENT. (a1) At or after the Effective Time: (ia) each Stockholderthe Stockholders, as the holder holders of certificates representing shares of Company Common Capital Stock, will, on surrender of those certificates to Apple INVATEC (or any agent that may be appointed by Apple INVATEC for purposes of this Section 2.05Paragraph 2(E)), receive, subject to the provisions of this Section 2.05 Paragraph 2(E) and Section 2.06Paragraph 2(F), his Pro-Rata Share of the Merger Acquisition Consideration; and (iib) until any certificate representing Company Common Capital Stock has been surrendered and replaced pursuant to this Section 2.05Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of Apple INVATEC Common Stock included in the Merger Acquisition Consideration payable in respect of that certificate pursuant to Section 2.04Paragraph 2(D). All shares of Apple INVATEC Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple INVATEC at the Effective Time. (b2) Each Stockholder will deliver to Apple INVATEC (or any agent that may be appointed by Apple INVATEC for purposes of this Section 2.05Paragraph 2(E)) on or before the IPO Closing Effective Date the certificates representing all the Company Common Capital Stock owned by the that Stockholder, duly endorsed in blank by that Personblank, or accompanied by duly executed stock powers in blankblank duly executed, by that Person, 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 Capital Stock delivered by that Person. (c3) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple INVATEC 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 Capital Stock for which shares of Apple INVATEC Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (ia) on that surrender Apple INVATEC will cause to be paid, to the Person in whose name the certificates representing such shares of Apple INVATEC Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple INVATEC 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 Section 2.06 Paragraph 2(F) and (iib) at the appropriate payment date or as soon as practicable thereafter, Apple INVATEC will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such whole shares of Apple INVATEC Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates.

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 his certificates to Apple WORK (or any agent that which may be appointed by Apple 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 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 WORK Common Stock 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 Apple WORK Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple 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 Apple WORK (or any agent that may be appointed by Apple WORK for purposes of this Section 2.05) ), on or before the IPO Closing Date Date, the certificates representing Company Common Stock owned by the Stockholder, duly endorsed in blank by that Personhim, or accompanied by stock powers duly executed stock powers by him in blank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's 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 that Personhim . (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple WORK 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 WORK Common Stock have been issued in the Merger until those the unsurrendered certificates are surrendered as provided herein, but (i) on that surrender Apple such surrender, WORK will cause to be paid, to the Person in whose name the certificates representing such shares of Apple WORK Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple WORK 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple WORK will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such number of whole shares of Apple WORK Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions (or cash for and in lieu of fractional shares shares) on surrender of outstanding certificates.

DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) each the Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on surrender of those his certificates to Apple TMI (or any agent that which may be appointed by Apple TMI for purposes of this Section 2.05), receive, and TMI will pay and issue, or cause to be paid and issued, to the Stockholder, in each case, subject to the provisions of this Section 2.05 and Section 2.06, his Pro-Rata Share of the Merger Initial Cash Consideration and the Initial Stock 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 TMI Common Stock included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.04Initial Stock Consideration. All shares of Apple TMI Common Stock issuable included in the Merger Initial Stock Consideration will be deemed for all purposes to have been issued by Apple TMI at the Effective Time. All cash included in the Initial Cash 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. (b) Each The Stockholder will deliver to Apple TMI (or any agent that may be appointed by Apple TMI 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 Personhim, or accompanied by duly executed stock powers in blank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's 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 that Personhim. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple shares of TMI Common Stock, included in the Initial Stock Consideration 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 such shares of Apple TMI Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (i) on that such surrender Apple TMI will cause to be paid, to the Person in whose name the certificates representing such shares of Apple TMI Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple TMI 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such whole shares of Apple Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates.fractional

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 Apple IDG (or any agent that may be appointed by Apple 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 Section 2.05 Sections 2.05, 2.06 and Section 2.062.07(c), his Pro-Rata Share of the Merger Consideration; and (ii) until . 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 Apple 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. All shares of Apple IDG Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple 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). (b) Each Stockholder Selling Stockholder, or the Stockholders' Agent, will deliver to Apple IDG (or any agent that may be appointed by Apple IDG for purposes of this Section 2.05) ), on or before the IPO Closing Date Date, the certificates representing shares of Company Common Capital Stock owned by the Selling Stockholder, duly endorsed in blank by that Personblank, or accompanied by duly executed stock powers in blank, and with all necessary transfer tax taxes and other revenue stamps, acquired at that Person's the Selling Stockholders' expense, affixed and canceled. Each Selling 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 the shares of Company Common Capital Stock delivered by that Personthe Selling Stockholders, or the Stockholders' Agent, as may be requested by IDG. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple IDG 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 Capital Stock for which shares of Apple IDG Common Stock have been issued in the Merger Merger, until those certificates are surrendered as provided herein, but (i) on that surrender Apple such surrender, IDG will cause to be paid, to the Person in whose name the certificates representing such shares of Apple IDG Common Stock shall then be issued, (1) the amount of dividends or other distributions previously paid to any holders of IDG Common Stock as of the record date with respect to such whole shares of Apple IDG Common Stock with a record dateStock, or which have accrued, subsequent to the Effective Time, Time but prior to surrender, and (2) the amount of any cash payable to such Person for and in lieu of fractional shares pursuant to Section 2.06 2.06, and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple IDG will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such whole shares of Apple IDG Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of any such dividends or other distributions or cash for and on surrender of the outstanding certificates. (d) Each Dissenting Stockholder, in lieu of fractional receiving the Merger Consideration as set forth on Annex 4, shall receive from the Company (or the Surviving Corporation) the payment in respect of the shares on surrender of outstanding certificatesthe Company Capital Stock owned by such Dissenting Shareholder or other consideration, as required by, and in compliance with, the GBCC or the laws of the Organization State of Company as appropriate.

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 his certificates to Apple Purchaser (or any agent that which may be appointed by Apple Purchaser for purposes of this Section 2.052.3), receive, and Purchaser will pay and issue to each Stockholder, in each case subject to the provisions of this Section 2.05 and Section 2.062.4, his Pro-Rata Share of the Merger Consideration; and (ii) until any certificate representing the Company Common Stock has been surrendered and replaced pursuant to this Section 2.052.3, that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of Apple Company Common Stock of Purchaser Common Stock and Contingent Stock Issue Rights included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.042.1. All shares of Apple Company Common Stock of Purchaser Common Stock and Contingent Stock Issue Rights issuable in the Merger will be deemed for all purposes to have been issued by Apple Purchaser at the Effective Time. (b) Each Stockholder will deliver to Apple Purchaser (or any agent that may be appointed by Apple Purchaser for purposes of this Section 2.05) on or before 2.3), as promptly as practicable after the IPO Closing Date Effective Time the certificates representing Company Common Stock owned by the Stockholder, duly endorsed in blank by that Personhim, or accompanied by stock powers duly executed stock powers by him in blank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's 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 that Personhim. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple Purchaser 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 Company Common Stock of Apple Purchaser Common Stock have been issued in the Merger until those the unsurrendered certificates are surrendered as provided herein, but (i) on that surrender Apple such surrender, Purchaser will cause to be paid, to the Person person in whose name the certificates representing such shares Company Common Stock of Apple Purchaser Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares Company Common Stock of Apple Purchaser 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 person for and in lieu of fractional shares Company Common Stock pursuant to Section 2.06 2.4 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple Purchaser will cause to be paid to that Person person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such number of whole shares Company Common Stock of Apple Purchaser Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions (or cash for and in lieu of fractional shares Company Common Stock) on surrender of outstanding certificates.

DELIVERY, EXCHANGE AND PAYMENT. (a1) At or after the Effective Time: (ia) each the Stockholder, as the holder of certificates representing all the outstanding shares of Company Common Capital Stock, will, on surrender of those certificates to Apple ARS (or any agent that may be appointed by Apple ARS for purposes of this Section 2.05Paragraph 2(E)), receive, subject to the provisions of this Section 2.05 Paragraph 2(E) and Section 2.06Paragraph 2(F), his Pro-Rata Share of the Merger Acquisition Consideration; and (iib) until any certificate representing Company Common Capital Stock has been surrendered and replaced pursuant to this Section 2.05Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of Apple ARS Common Stock included in the Merger Acquisition 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.to (b2) Each The Stockholder will deliver to Apple ARS (or any agent that may be appointed by Apple ARS for purposes of this Section 2.05Paragraph 2(E)) on or before the IPO Closing Date the certificates representing all the Company Common Capital Stock owned by the Stockholder, duly endorsed in blank by that Personblank, or accompanied by duly executed stock powers in blankblank duly executed, by that Person, and with all necessary transfer tax and other revenue stamps, acquired at that Person's expense, affixed and canceled. Each 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 Common Capital Stock delivered by that Person. (c3) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple ARS 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 Capital Stock for which shares of Apple ARS Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (ia) on that surrender Apple ARS will cause to be paid, to the Person in whose name the certificates representing such shares of Apple ARS Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple ARS 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 Section 2.06 Paragraph 2(F) and (iib) at the appropriate payment date or as soon as practicable thereafter, Apple ARS will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such whole shares of Apple ARS Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates.

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 his certificates to Apple WORK (or any agent that which may be appointed by Apple 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 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 WORK Common Stock included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.04. All shares of Apple WORK Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple WORK at the Effective Time. All cash payable hereunder 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 Apple WORK (or any agent that may be appointed by Apple WORK for purposes of this Section 2.05) ), on or before the IPO Closing Date Date, the certificates representing Company Common Stock owned by the Stockholder, duly endorsed in blank by that Personhim, or accompanied by stock powers duly executed stock powers by him in blank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's 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 that Personhim. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple WORK 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 WORK Common Stock have been issued in the Merger until those the unsurrendered certificates are surrendered as provided herein, but (i) on that surrender Apple such surrender, WORK will cause to be paid, to the Person in whose name the certificates representing such shares of Apple WORK Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple WORK 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple WORK will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such number of whole shares of Apple WORK Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions (or cash for and in lieu of fractional shares shares) on surrender of outstanding certificates.

DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) each Stockholder, as the holder of certificates representing shares of Company Common StockCapital Stock of the Company, will, on surrender of those his certificates to Apple WORK (or any agent that which may be appointed by Apple 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 this Section 2.05 and Section 2.06, his Pro-Rata Share of the Merger Consideration; and (ii) until any certificate representing Capital Stock of the 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 WORK Common Stock 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 Apple WORK Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple 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 Apple WORK (or any agent that may be appointed by Apple WORK for purposes of this Section 2.05) ), on or before the IPO Closing Date Date, the certificates representing Capital Stock of the Company Common Stock owned by the Stockholder, duly endorsed in blank by that Personhim, or accompanied by stock powers duly executed stock powers by him in blank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's 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 Capital Stock of the Company Common Stock delivered by that Personhim. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple WORK 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 Capital Stock of the Company Common Stock for which shares of Apple WORK Common Stock have been issued in the Merger until those the unsurrendered certificates are surrendered as provided herein, but (i) on that surrender Apple such surrender, WORK will cause to be paid, to the Person in whose name the certificates representing such shares of Apple WORK Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple WORK 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple WORK will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such number of whole shares of Apple WORK Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions (or cash for and in lieu of fractional shares shares) on surrender of outstanding certificates.

DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) , each Selling Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on upon surrender of those certificates to Apple IDG (or any agent that may be appointed by Apple 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 Section 2.05 and Section Sections 2.05, 2.06, his Pro-Rata Share of and 2.09, the Merger Consideration; and (ii) until Consideration as set forth on Annex 2. 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 Apple IDG Common Stock included in the Merger Consideration payable deliverable, subject to Section 2.09, in respect of that certificate pursuant to Section 2.04. At the Closing, or soon as reasonably practicable thereafter, but in no event later than five business days after the Closing, IDG shall deliver the shares of Common Stock representing the Merger Consideration to the Selling Stockholders subject to the provisions of Sections 2.05, 2.06, and 2.09. All shares of Apple IDG Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple 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 2.09. (b) Each Stockholder Selling Stockholder, or the Stockholders' Agent, will deliver to Apple IDG (or any agent that may be appointed by Apple IDG for purposes of this Section 2.05) ), on or before the IPO Closing Date Date, the certificates representing shares of Company Common Capital Stock owned by the Selling Stockholder, duly endorsed in blank by that Personblank, or accompanied by duly executed stock powers in blank, and with all necessary transfer tax taxes and other revenue stamps, acquired at that Person's the Selling Stockholders' expense, affixed and canceled. Each Selling 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 certificate representing the shares of Company Common Capital Stock delivered by that Personthe Selling Stockholders, or the Stockholders' Agent, as may be requested by IDG. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple IDG Common Stock and payable to the holders of record thereof after the Effective Time will be paid to the holder of any unsurrendered certificates certificate representing shares of Company Common Capital Stock for which shares of Apple IDG Common Stock have been issued in the Merger Merger, until those certificates are such certificate is surrendered as provided herein, but (i) on that surrender Apple such surrender, IDG will cause to be paid, to the Person in whose name the certificates certificate representing such shares of Apple IDG Common Stock shall then be issued, (1) the amount of dividends or other distributions previously paid to any holders of IDG Common Stock as of the record date with respect to such whole shares of Apple IDG Common Stock with a record dateStock, or which have accrued, subsequent to the Effective Time, Time but prior to surrender, and (2) the amount of any cash payable to such Person for and in lieu of fractional shares pursuant to Section 2.06 2.06, and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple IDG will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, (but which are not payable until a date subsequent to surrender), which are payable with respect to such whole shares of Apple IDG Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of any such dividends or other distributions or cash for and on surrender of the outstanding certificates. (d) Each Dissenting Stockholder, in lieu of fractional receiving the Merger Consideration as set forth on Annex 2, shall receive from the Company (or the Surviving Corporation) the payment in respect of the shares on surrender of outstanding certificatesCompany Capital Stock owned by such Dissenting Shareholder that is required by, and in compliance with, applicable law.

DELIVERY, EXCHANGE AND PAYMENT. (a1) At or after the Effective Time: (ia) each Stockholderthe Stockholders, as the holder holders of certificates representing shares of Company Common Stock or Company Preferred Stock, will, on surrender of those certificates to Apple IVT (or any agent that may be appointed by Apple IVT for purposes of this Section 2.05Paragraph 2(E)), receive, subject to the provisions of this Section 2.05 Paragraph 2(E) and Section 2.06Paragraph 2(F), his Pro-Rata Share of the Merger ConsiderationAcquisition Consideration provided for those shares in Paragraph 2(D); and (iib) until any certificate representing Company Common Stock has been surrendered and replaced pursuant to this Section 2.05Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of Apple IVT Common Stock included in the Merger Acquisition Consideration payable in respect of that certificate pursuant to Section 2.04Paragraph 2(D). All shares of Apple IVT Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple IVT at the Effective Time. (b2) Each Stockholder will deliver to Apple IVT (or any agent that may be appointed by Apple IVT for purposes of this Section 2.05Paragraph 2(E)) on or before the IPO Closing Date the certificates representing all the Company Common Capital Stock owned by the that Stockholder, duly endorsed in blank by that Personblank, or accompanied by duly executed stock powers in blankblank duly executed, by that Person, 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 Capital Stock delivered by that Person. (c3) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple IVT 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 IVT Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (ia) on that surrender Apple IVT will cause to be paid, to the Person in whose name the certificates representing such shares of Apple IVT Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple IVT 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 Section 2.06 Paragraph 2(F) and (iib) at the appropriate payment date or as soon as practicable thereafter, Apple IVT will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such whole shares of Apple IVT Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates.

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 Apple IDG (or any agent that may be appointed by Apple 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 Section 2.05 Sections 2.05, 2.06 and Section 2.062.07(c), his Pro-Rata Share of the Merger Consideration; and (ii) until . 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 Apple 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. All shares of Apple IDG Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple 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). (b) Each Stockholder Selling Stockholder, or the Stockholders' Agent, will deliver to Apple IDG (or any agent that may be appointed by Apple IDG for purposes of this Section 2.05) ), on or before the IPO Closing Date Date, the certificates representing shares of Company Common Stock owned by the Selling Stockholder, duly endorsed in blank by that Personblank, or accompanied by duly executed stock powers in blank, and with all necessary transfer tax taxes and other revenue stamps, acquired at that Person's the Selling Stockholders' expense, affixed and canceled. Each Selling 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 the shares of Company Common Stock delivered by that Personthe Selling Stockholders, or the Stockholders' Agent, as may be requested by IDG. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple IDG 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 IDG Common Stock have been issued in the Merger Merger, until those certificates are surrendered as provided herein, but (i) on that surrender Apple such surrender, IDG will cause to be paid, to the Person in whose name the certificates representing such shares of Apple IDG Common Stock shall then be issued, (1) the amount of dividends or other distributions previously paid to any holders of IDG Common Stock as of the record date with respect to such whole shares of Apple IDG Common Stock with a record dateStock, or which have accrued, subsequent to the Effective Time, Time but prior to surrender, and (2) the amount of any cash payable to such Person for and in lieu of fractional shares pursuant to Section 2.06 2.06, and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple IDG will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such whole shares of Apple IDG Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of any such dividends or other distributions or cash for and on surrender of the outstanding certificates. (d) Each Dissenting Stockholder, in lieu of fractional receiving the Merger Consideration as set forth on Annex 4, shall receive from the Company (or the Surviving Corporation) the payment in respect of the shares on surrender of outstanding certificatesthe Company Common Stock owned by such Dissenting Shareholder or other consideration, as required by, and in compliance with, the GBCC or the laws of the Organization State of Company as appropriate.

DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) each the Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on surrender of those its certificates to Apple Purchaser (or any agent that which may be appointed by Apple Purchaser for purposes of this Section 2.052.5), receive, and Purchaser will pay and issue to the Stockholder, in each case subject to the provisions of this Section 2.05 and Section 2.062.6, 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 2.052.5, that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of Apple Purchaser Common Stock and Purchaser Preferred Stock included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.042.4. All shares of Apple Purchaser Common Stock and Purchaser Preferred Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple Purchaser at the Effective Time. (b) Each The Stockholder will deliver to Apple Purchaser (or any agent that may be appointed by Apple Purchaser for purposes of this Section 2.05) 2.5), on or before the IPO Closing Date Date, the certificates representing Company Common Stock owned by the Stockholder, duly endorsed in blank by that Personit, or accompanied by stock powers duly executed stock powers by it in blank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's its expense, affixed and canceled. Each 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 Common Stock delivered by that Personit. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple Purchaser 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 Purchaser Common Stock have been issued in the Merger until those the unsurrendered certificates are surrendered as provided herein, but (i) on that surrender Apple such surrender, Purchaser will cause to be paid, to the Person in whose name the certificates representing such shares of Apple Purchaser Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple Purchaser 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple Purchaser will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such number of whole shares of Apple Purchaser Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions (or cash for and in lieu of fractional shares shares) on surrender of outstanding certificates.

DELIVERY, EXCHANGE AND PAYMENT. (a1) At or after the Effective Time: (ia) each the Stockholder, as the holder of certificates representing shares of Company Common Capital Stock, will, on surrender of those certificates to Apple USC (or any agent that USC may be appointed by Apple appoint for purposes of this Section 2.05Paragraph 2(E)), receive, subject to the provisions of this Section 2.05 Paragraph 2(E) and Section 2.06Paragraph 2(F), his Pro-Rata Share of the Merger Acquisition Consideration; and (iib) until any certificate representing Company Common Capital Stock has been surrendered and replaced pursuant to this Section 2.05Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of Apple USC Common Stock included in the Merger Acquisition Consideration payable in respect of that certificate pursuant to Paragraph 2(D); provided, however, that the Stockholder hereby directs USC to withhold the Applied Consideration until such time as the Stockholder directs USC in writing to deliver the Applied Consideration to the Company as payment of the purchase price the Stockholder then owes pursuant to Section 2.046.08. All shares of Apple USC Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple USC at the Effective Time. (b2) Each The Stockholder will deliver to Apple USC (or any agent that USC may be appointed by Apple appoint for purposes of this Section 2.05Paragraph 2(E)) on or before the IPO Closing Date the certificates representing all the Company Common Capital Stock owned by the Stockholder, duly endorsed in blank by that Personblank, or accompanied by duly executed stock powers in blankblank duly executed, by that Person, and with all necessary transfer tax and other revenue stamps, acquired at that Person's expense, affixed and canceled. Each The Stockholder shall will 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 Capital Stock delivered by that PersonPerson delivers. (c3) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple USC 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 Capital Stock for which whole shares of Apple USC Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (ia) on that surrender Apple USC will cause to be paid, to the Person in whose name the certificates representing such those whole shares of Apple USC Common Stock shall will then be issued, the amount of dividends or other distributions previously paid with respect to such those whole shares of Apple USC Common Stock with a record date, or which have accrued, subsequent to the Effective Time, but prior to that surrender, and the amount of any cash payable to such that Person for and in lieu of fractional shares pursuant to Section 2.06 Paragraph 2(F) and (iib) at the appropriate payment date or as soon as practicable thereafter, Apple USC will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such those whole shares of Apple USC Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such those dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates.

DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) Closing each Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on surrender of those certificates Shareholder shall deliver to Apple UCB (or any agent that may be appointed by Apple UCB for purposes of this Section 2.05)Section) any and all certificates representing the Purchased Shares held by such Shareholder, receiveand each Shareholder shall, subject to the provisions of this Section 2.05 and Section 2.06Article, his Pro-Rata Share be entitled to receive the Acquisition Consideration applicable to such shares. At the Closing, or as soon as reasonably practicable thereafter, but in no event later than five business days after the Closing, UCB shall deliver the shares of the Merger Consideration; and (ii) until any certificate representing Company United Common Stock has been surrendered and replaced pursuant representing the Acquisition Consideration to the Shareholders, subject to the provisions of 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 2.04Article. All shares of Apple United Common Stock issuable in the Merger Stock Acquisition will be deemed for all purposes to have been issued by Apple United at the Effective Time. (b) Each Stockholder Shareholder will deliver to Apple UCB (or any agent that may be appointed by Apple UCB for purposes of this Section 2.05) Section), on or before the IPO Closing Date Date, the certificates representing Company Common Stock the Purchased Shares owned by the StockholderShareholder, duly endorsed in blank by that Personblank, or accompanied by duly executed stock powers in blank, and with all necessary transfer tax taxes and other revenue stamps, acquired at that Person's expense, affixed the Shareholders’ expense and canceledaffixed. Each Stockholder Shareholder 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 the Purchased Shares delivered by that Personthe Shareholders, as may be requested by UCB. (c) No All dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple United Common Stock and payable to the holders of record thereof after the Effective Time will be paid to the holder Shareholders irrespective of any unsurrendered certificates representing whether the shares of Company United Common Stock for which shares of Apple Common Stock due to such Shareholders 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such whole shares of Apple Common Stock, subject in all cases to any applicable escheat lawsdelivered thereto. No interest will be payable with respect to the payment of any such dividends or other distributions or cash for and in lieu on delivery of fractional shares on surrender of the outstanding certificates.

DELIVERY, EXCHANGE AND PAYMENT. (a1) At or after the Effective Time: (ia) each the Stockholder, as the holder of certificates representing shares of Company Common Capital Stock, will, on surrender of those certificates to Apple USC (or any agent that USC may be appointed by Apple appoint for purposes of this Section 2.05Paragraph 2(E)), receive, subject to the provisions of this Section 2.05 Paragraph 2(E) and Section 2.06Paragraph 2(F), his Pro-Rata Share of the Merger Acquisition Consideration; and (iib) until any certificate representing Company Common Capital Stock has been surrendered and replaced pursuant to this Section 2.05Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of Apple USC Common Stock included in the Merger Acquisition Consideration payable in respect of that certificate pursuant to Section 2.04Paragraph 2(D). All shares of Apple USC Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple USC at the Effective Time. (b2) Each The Stockholder will deliver to Apple USC (or any agent that USC may be appointed by Apple appoint for purposes of this Section 2.05Paragraph 2(E)) on or before the IPO Closing Date the certificates representing all the Company Common Capital Stock owned by the Stockholder, duly endorsed in blank by that Personblank, or accompanied by duly executed stock powers in blankblank duly executed, by that Person, and with all necessary transfer tax and other revenue stamps, acquired at that Person's expense, affixed and canceled. Each The Stockholder shall will 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 Capital Stock delivered by that PersonPerson delivers. (c3) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple USC 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 Capital Stock for which whole shares of Apple USC Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (ia) on that surrender Apple USC will cause to be paid, to the Person in whose name the certificates representing such those whole shares of Apple USC Common Stock shall will then be issued, the amount of dividends or other distributions previously paid with respect to such those whole shares of Apple USC Common Stock with a record date, or which have accrued, subsequent to the Effective Time, but prior to that surrender, and the amount of any cash payable to such that Person for and in lieu of fractional shares pursuant to Section 2.06 Paragraph 2(F) and (iib) at the appropriate payment date or as soon as practicable thereafter, Apple USC will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such those whole shares of Apple USC Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such those dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates.

DELIVERY, EXCHANGE AND PAYMENT. (a1) At or after the Effective ------------------------------ Time: : (ia) each Stockholderthe Stockholders, as the holder holders of certificates representing shares of Company Common Capital Stock, will, on surrender of those certificates to Apple ARS (or any agent that may be appointed by Apple ARS for purposes of this Section 2.05Paragraph 2(E)), receive, subject to the provisions of this Section 2.05 Paragraph 2(E) and Section 2.06Paragraph 2(F), his Pro-Rata Share of the Merger Acquisition Consideration; and (iib) until any certificate representing Company Common Capital Stock has been surrendered and replaced pursuant to this Section 2.05Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares the aggregate principal amount of Apple Common Stock Convertible Notes included in the Merger Acquisition Consideration payable in respect of that certificate pursuant to Section 2.04Paragraph 2(D). All shares of Apple Common Stock Convertible Notes issuable in the Merger will be deemed for all purposes to have been issued by Apple ARS at the Effective Time. (b2) Each Stockholder will deliver to Apple ARS (or any agent that may be appointed by Apple ARS for purposes of this Section 2.05Paragraph 2(E)) on or before the IPO Closing Date the certificates representing all the Company Common Capital Stock owned by the that Stockholder, duly endorsed in blank by that Personblank, or accompanied by duly executed stock powers in blankblank duly executed, by that Person, 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 Capital Stock delivered by that Person. (c3) No dividends (At or interest) or other distributions declared or earned after before the Effective Time Time, the Company will distribute to Xxxxxx X. Beach, Jr. that certain 1989 Navy Mercedes Benz 000 XX Xxxxxxxxxxx, XXX# XXXXX00X0XX000000. (4) At or before the Effective Time, the Company will distribute to Xxxxxxx X. Beach, Jr., that certain 1998 Black Jeep Grand Xxxxxxxx, XXX# 0X0XX00X0XX000000 and the Company will pay off in full the certain indebtedness associated with respect such vehicle, which indebtedness as of October 13, 1998, was approximately $24,770.26. (5) At or before the Effective Time, or as soon thereafter as appropriate statements can be received from the life insurance underwriter, Xxxxxx X. Beach, Jr. may purchase from the Company that certain split-dollar life insurance policy, Policy No. 92258411, owned by the Company issued by Transamerica Life Companies insuring the life of Xxxxxx X. Beach with a face amount of $250,000.00, by paying to Apple Common Stock the Company the amount required to release the Company's collateral security interest and terminate the split dollar agreement, to be based on calculations received from the underwriter. (6) At or before the Effective Time, the Company will repay that certain indebtedness owed to Xxxxxx X. Beach, Jr. as evidenced by that Promissory Note dated May 3, 1994, made by the Company and payable to the holders order of record thereof after Xxxxxx X. Beach, Jr., which amount as of the Effective Time Closing Date will be paid approximately $253,041.67 and Xxxxxx X. Beach, Jr. will repay 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$3,987.65, or which have accrued, subsequent representing his indebtedness to the Effective Time, but prior to surrender, and Company. (7) ARS will provide at Closing a Letter of Credit in the amount of $1,000,000.00, with an expiration date of October 31, 1998 to secure Xxxxxx X. Beach, Jr. from any cash payable to such Person for liability that he may incur in connection with that certain Continuing Agreement of Indemnity-Contractor's Form dated August 8, 1989, by and in lieu of fractional shares pursuant to Section 2.06 between the Company, Reliance Insurance Company, Xxxxxx X. Beach, Jr. and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent Xxxx X. Beach relating to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such whole shares issuance of Apple Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect payment and performance bonds by Reliance Insurance Company on the Company's behalf prior to the payment Closing Date. Xxxxxx X. Beach, Jr., has agreed that upon his release from any liability under such Continuing Agreement of Indemnity he will assist ARS in cancelling such dividends or other distributions or cash for and in lieu letter of fractional shares on surrender of outstanding certificatescredit.

DELIVERY, EXCHANGE AND PAYMENT. (a1) At or after the Effective Time: (ia) each Stockholderthe Stockholders, as the holder holders of certificates representing shares of Company Common Capital Stock, will, on surrender of those certificates to Apple ARS (or any agent that may be appointed by Apple ARS for purposes of this Section 2.05Paragraph 2(E)), receive, subject to the provisions of this Section 2.05 and Section 2.06Paragraph 2(E), his Pro-Rata Share of the Merger Acquisition Consideration; and (iib) until any certificate representing Company Common Capital Stock has been surrendered and replaced pursuant to this Section 2.05Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the right to receive the number of whole shares of Apple ARS Common Stock included in to be delivered pursuant to the Merger Consideration payable ARS Sub Undertaking in respect of that certificate pursuant to Section 2.04Paragraph 2(D). All shares of Apple ARS Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple ARS at the Effective Time. (b2) Each Stockholder will deliver to Apple ARS (or any agent that may be appointed by Apple ARS for purposes of this Section 2.05Paragraph 2(E)) on or before the IPO Closing Date the certificates representing all the Company Common Capital Stock owned by the that Stockholder, duly endorsed in blank by that Personblank, or accompanied by duly executed stock powers in blankblank duly executed, by that Person, 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 Capital Stock delivered by that Person. (c3) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple ARS 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 Capital Stock for which shares of Apple ARS Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (ia) on that surrender Apple ARS will cause to be paid, to the Person in whose name the certificates representing such shares of Apple ARS Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple ARS 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 Section 2.06 and (iib) at the appropriate payment date or as soon as practicable thereafter, Apple ARS will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such whole shares of Apple ARS Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates.

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 his certificates to Apple WORK (or any agent that which may be appointed by Apple 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 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 WORK Common Stock 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 Apple WORK Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple WORK at the Effective Time.. All cash included in (b) Each Stockholder will deliver to Apple WORK (or any agent that may be appointed by Apple WORK for purposes of this Section 2.05) ), on or before the IPO Closing Date Date, the certificates representing Company Common Stock owned by the Stockholder, duly endorsed in blank by that Personhim, or accompanied by stock powers duly executed stock powers by him in blank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's 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 that Personhim. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple WORK 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 WORK Common Stock have been issued in the Merger until those the unsurrendered certificates are surrendered as provided herein, but (i) on that surrender Apple such surrender, WORK will cause to be paid, to the Person in whose name the certificates representing such shares of Apple WORK Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple WORK 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple WORK will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such number of whole shares of Apple WORK Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions (or cash for and in lieu of fractional shares shares) on surrender of outstanding certificates.

DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) each Stockholder and Other Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on surrender of those certificates to Apple ARS (or any agent that may be appointed by Apple ARS 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 ARS Common Stock included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.04. All shares of Apple ARS Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple ARS at the Effective Time. (b) Each Stockholder and Other Stockholder will deliver to Apple ARS (or any agent that may be appointed by Apple ARS 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 and Other 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 ARS 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 ARS Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (i) on that surrender Apple ARS will cause to be paid, to the Person in whose name the certificates representing such shares of Apple ARS Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple ARS 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple ARS will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such whole shares of Apple ARS Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates. (d) Prior to the date of the Closing, ARS will cause to be prepared and delivered to the Stockholders a statement setting forth the Interim Positive Working Capital Adjustment, if any, or the Interim Negative Working Capital Adjustment, if any. If an Interim Positive Working Capital Adjustment has been determined, ARS will, promptly after the Effective Time, but subject to the certificate surrender requirements of Section 2.05(a), pay to the Stockholders and the Other Stockholders, without interest, their respective Pro Rata Shares of the amount of the Interim Positive Working Capital Adjustment. (e) As soon as practicable, and in any event within 60 days, following the Effective Time, ARS will cause to be prepared and delivered to the Stockholders and the Other Stockholders (i) the Closing Date Balance Sheet and (ii) a statement (the "Post-closing Statement") of the Closing Date Working Capital and the Positive Working Capital Adjustment, if any, or the Negative Working Capital Adjustment, if any. The Post-closing Statement will be final and binding on ARS, the Stockholders and the Other Stockholders unless, within 30 days following the delivery of the Post-closing Statement, a Stockholder notifies ARS in writing that the Stockholder does not accept as correct the amount of the Closing Date Working Capital or the amount of the Positive Working Capital Adjustment or the Negative Working Capital Adjustment, as set forth in the Post-closing Statement. If any Stockholder timely delivers to ARS that notice respecting the Post-closing Statement, the Closing Date Balance Sheet will be audited, and the Closing Date Working Capital and the Positive Working Capital Adjustment or the Negative Working Capital Adjustment will be determined within 30 days after the delivery to ARS of that notice, by Arthur Andersen LLP, and these determinations will be final and binding xx XXX xxx xxx the Stockholders and the Other Stockholders. (f) If a Positive Working Capital Adjustment is determined with finality pursuant to Section 2.05(e), ARS will, promptly after the Adjustment Determination Date, but subject to the certificate surrender requirements of Section 2.05(a), pay to the Stockholders and the Other Stockholders their respective Pro Rata Shares of the amount, together with interest thereon from (and including) the IPO Closing Date to (but excluding) the Adjustment Determination Date at the Agreed Rate, by which (i) the amount of the Positive Working Capital Adjustment exceeds (ii) the amount of the Interim Positive Working Capital Adjustment, if any. If a Negative Working Capital Adjustment is determined with finality pursuant to Section 2.05(e), the Stockholders and Other Stockholders will, no later than 10 Houston, Texas business days after ARS makes a written request therefor, pay in cash their respective Pro Rata Shares of the sum of (A) the amount of the Negative Working Capital Adjustment and (B) the Interim Positive Working Capital Adjustment, if any, together with interest on that sum at the Agreed Rate from (and including) the IPO Closing Date to (but excluding) the Adjustment Determination Date.

DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) Closing on the Closing Date each Selling Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on surrender of those certificates shall deliver to Apple IDG (or any agent that may be appointed by Apple IDG for purposes of this Section 2.05)) any and all certificates representing the Purchased Shares held by such Selling Stockholder, receiveand each Selling Stockholder shall, 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 Sections 2.05, that certificate will, for all purposes2.06 and 2.07(c), be deemed entitled to evidence ownership of receive 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. Acquisition Consideration.All shares of Apple IDG Common Stock issuable in the Merger Stock Acquisition will be deemed for all purposes to have been issued by Apple 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 Acquisition Consideration on behalf of such Selling Stockholders, subject to the provisions of Sections 2.05, 2.06 and 2.07 (c). (b) Each Stockholder Selling Stockholder, or the Stockholders' Agent, will deliver to Apple IDG (or any agent that may be appointed by Apple IDG for purposes of this Section 2.05) ), on or before the IPO Closing Date Date, the certificates representing Company Common Stock the Purchased Shares owned by the Selling Stockholder, duly endorsed in blank by that Personblank, or accompanied by duly executed stock powers in blank, and with all necessary transfer tax taxes and other revenue stamps, acquired at that Person's the Selling Stockholders' expense, affixed and canceled. Each Selling 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 the Purchased Shares delivered by that Personthe Selling Stockholders, or the Stockholders' Agent, as may be requested by IDG. (c) No All dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple IDG Common Stock and payable to the holders of record thereof after the Effective Time will be paid to the holder Selling Stockholders irrespective of any unsurrendered certificates representing whether the shares of Company IDG Common Stock for which shares of Apple Common Stock due to such Selling Stockholders 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such whole shares of Apple Common Stock, subject in all cases to any applicable escheat lawsdelivered thereto. No interest will be payable with respect to the payment of any such dividends or other distributions or cash for and in lieu on delivery of fractional shares on surrender of the outstanding certificates.

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 his certificates to Apple OEI (or any agent that which may be appointed by Apple 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 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 OEI Common Stock included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.04. All shares of Apple OEI Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple 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 at least five Business Days before the IPO Closing Date. (b) Each Stockholder will deliver to Apple OEI (or any agent that may be appointed by Apple OEI for purposes of this Section 2.05) ), on or before the IPO Closing Date Date, the certificates representing Company Common Stock owned by the Stockholder, duly endorsed in blank by that Personhim, or accompanied by stock powers duly executed stock powers by him in blank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's his expense, affixed and canceled. In the event this Agreement is terminated pursuant to Article XII prior to the Effective Time, OEI or its agent will return all such certificates and other documents to the Stockholders. 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 Personhim. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple OEI 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 OEI Common Stock have been issued in the Merger until those the unsurrendered certificates are surrendered as provided herein, but (i) on that surrender Apple such surrender, OEI will cause to be paid, to the Person in whose name the certificates representing such shares of Apple OEI Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple OEI 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple OEI will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such number of whole shares of Apple OEI Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions (or cash for and in lieu of fractional shares shares) on surrender of outstanding certificates.

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 his certificates to Apple Purchaser (or any agent that which may be appointed by Apple 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 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 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 Apple Purchaser Common Stock and Contingent Stock Issue Rights issuable in the Merger will be deemed for all purposes to have been issued by Apple Purchaser at the Effective Time. (b) Each Stockholder will deliver to Apple Purchaser (or any agent that may be appointed by Apple Purchaser for purposes of this Section 2.05) ), on or before the IPO Closing Date Date, the certificates representing Company Common Stock owned by the Stockholder, duly endorsed in blank by that Personhim, or accompanied by stock powers duly executed stock powers by him in blank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's 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 that Personhim. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple Purchaser 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 Purchaser Common Stock have been issued in the Merger until those the unsurrendered certificates are surrendered as provided herein, but (i) on that surrender Apple such surrender, Purchaser will cause to be paid, to the Person in whose name the certificates representing such shares of Apple Purchaser Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple Purchaser 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple Purchaser will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such number of whole shares of Apple Purchaser Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions (or cash for and in lieu of fractional shares shares) on surrender of outstanding certificates.

DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) each StockholderMember, as the holder of certificates representing shares of a Company Common StockMembership Interest, will, on surrender of those his certificates to Apple WORK (or any agent that which may be appointed by Apple WORK for purposes of this Section 2.05), receive, and WORK will pay and issue to each Member, in each case 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 Membership Interests 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 WORK Common Stock 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 Apple WORK Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple 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 Members at least five Business Days before the IPO Closing Date, or (c) certified or official bank check or checks. (b) Each Stockholder Member will deliver to Apple WORK (or any agent that may be appointed by Apple WORK for purposes of this Section 2.05) ), on or before the IPO Closing Date Date, the certificates representing a Company Common Stock Membership Interest owned by the StockholderMember, duly endorsed in blank by that Personhim, or accompanied by stock powers duly executed stock powers by him in blank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's his expense, affixed and canceled. Each Stockholder Member 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 a Company Common Stock Membership Interest delivered by that Personhim. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple WORK 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 a Company Common Stock Membership Interest for which shares of Apple WORK Common Stock have been issued in the Merger until those the unsurrendered certificates are surrendered as provided herein, but (i) on that surrender Apple such surrender, WORK will cause to be paid, to the Person in whose name the certificates representing such shares of Apple WORK Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple WORK 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple WORK will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such number of whole shares of Apple WORK Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions (or cash for and in lieu of fractional shares shares) on surrender of outstanding certificates.

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 his certificates to Apple OEI (or any agent that which may be appointed by Apple 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 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 OEI Common Stock included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.04. All shares of Apple OEI Common Stock issuable in the Merger will be deemed for all purposes to have been issued by Apple 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 at least five Business Days before the IPO Closing Date. (b) Each Stockholder will deliver to Apple OEI (or any agent that may be appointed by Apple OEI for purposes of this Section 2.05) ), on or before the IPO Closing Date Date, the certificates representing Company Common Stock owned by the Stockholder, as the case may be, duly endorsed in blank by that Personhim, or accompanied by stock powers duly executed stock powers by him in blank, and with all necessary transfer tax and other revenue stamps, acquired at that Person's his expense, affixed and canceled. In the event this Agreement is terminated pursuant to Article XII prior to the Effective Time, OEI or its agent will return all such certificates and other documents to the Stockholders. 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 Personhim. (c) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to Apple OEI 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 OEI Common Stock have been issued in the Merger until those the unsurrendered certificates are surrendered as provided herein, but (i) on that surrender Apple such surrender, OEI will cause to be paid, to the Person in whose name the certificates representing such shares of Apple OEI Common Stock shall then be issued, the amount of dividends or other distributions previously paid with respect to such whole shares of Apple OEI 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 Section 2.06 and (ii) at the appropriate payment date or as soon as practicable thereafter, Apple OEI will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such number of whole shares of Apple OEI Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions (or cash for and in lieu of fractional shares shares) on surrender of outstanding certificates.

DELIVERY, EXCHANGE AND PAYMENT. (a) At or after On the Effective Time: (i) each StockholderClosing Date, the Stockholders, as the holder holders of the certificates representing all of the outstanding shares of Company Common Capital Stock, willwill receive, 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 Personblank, or accompanied by duly executed stock powers in blankblank duly executed by Stockholders, and with all necessary transfer tax and other revenue stamps, acquired at that Person's 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 Common Capital Stock delivered surrendered 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 such Stockholder. Notwithstanding any provisions of this Agreement 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 issuedcontrary, the amount of dividends or other distributions previously paid with respect Threshold Amount shall not apply to such whole shares of Apple Common Stock with a record dateany Damage Claims arising from the failure to pay the Acquisition Consideration, or which have accrued, subsequent the failure to make any of 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 Section 2.06 and (ii) at the appropriate payment date payments due under PARAGRAPH 5 or as soon as practicable thereafter, Apple will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to such whole shares of Apple Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of such dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificatesPARAGRAPH 6.