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 his certificates to WORK (or any agent which may be appointed by WORK for purposes of this Section 2.05), receive, and WORK will pay and issue to each Stockholder the Merger Consideration; and (ii) until any certificate representing Company Common Stock has been surrendered and replaced pursuant to this Section 2.05, that certificate will, for all purposes, be deemed to evidence ownership of the right to receive the Merger Consideration payable in respect of that certificate pursuant to Section 2.04. All cash included in the Merger Consideration shall be paid, at WORK's option, by (a) WORK's company check or checks, (b) one or more wire transfers to accounts designated by the respective Stockholders at least five Business Days before the IPO Closing Date, or (c) certified or official bank check or checks. (b) Each Stockholder will deliver to WORK (or any agent that may be appointed by WORK for purposes of this Section 2.05), on or before the IPO Closing Date, the certificates representing Company Common Stock owned by the Stockholder, duly endorsed in blank by him, or accompanied by stock powers duly executed by him in blank, and with all necessary transfer tax and other revenue stamps, acquired at his expense, affixed and canceled. Each Stockholder shall cure any deficiencies in the endorsement of the certificates or other documents of conveyance respecting, or in the stock powers accompanying, the certificates representing Company Common Stock delivered by him.