Common use of DELIVERY, EXCHANGE AND PAYMENT Clause in Contracts

DELIVERY, EXCHANGE AND PAYMENT. On the Closing Date, the Stockholders, as holders of certificates representing all of the outstanding shares of Company Capital Stock, will receive, on surrender of those certificates (duly endorsed in blank, or accompanied by stock powers in blank duly executed, by that Stockholder, and with all necessary transfer tax and other revenue stamps, acquired at that Stockholder's expense, affixed and canceled) to Invatec, free and clear of any restrictions or conditions to transfer or assignment, rights of first refusal, mortgages, liens, pledges, charges, encumbrances, equities, claims, covenants, conditions, restrictions, options or agreements, subject to the provisions of PARAGRAPH 2(C) and PARAGRAPH 5, the Acquisition Consideration. Until any certificate representing Company Capital Stock has been surrendered and replaced pursuant to this SUBPARAGRAPH 2(A)(V), that certificate will, for all purposes, be deemed to evidence only the right to receive the pro rata share of the Acquisition Consideration evidenced