Common use of DELIVERY, EXCHANGE AND PAYMENT Clause in Contracts

DELIVERY, EXCHANGE AND PAYMENT. On the IPO Closing Date, each Stockholder, as the holder of certificates representing all the outstanding Company Capital Stock he or it owns, will, on surrender of those certificates to INVATEC (or any agent that may be appointed by INVATEC for purposes of this Paragraph 2(B)), receive, subject to the provisions of this Paragraph 2, as payment for that Company Capital Stock, his or its Pro Rata Share of an amount of cash or other immediately available funds (the "Acquisition Consideration") equal to (i) Five Million Two Hundred Fifty Thousand and No/100 Dollars ($5,250,000.00), minus (ii) the aggregate amount of (a) the Company's outstanding Indebtedness as of the IPO Pricing Date, plus (b) the outstanding net Intercompany Indebtedness as of the IPO Pricing Date. The time of such surrender and receipt is the "Effective Time." Schedule IV attached hereto sets forth the Acquisition Consideration which would have been paid if the Effective Time had occurred on the Current Balance Sheet Date.