Common use of DELIVERY, EXCHANGE AND PAYMENT Clause in Contracts

DELIVERY, EXCHANGE AND PAYMENT. On the Closing Date, the Stockholders, as the holders of the 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 Stockholders, and with all necessary transfer tax and other revenue stamps, acquired at 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 Capital Stock surrendered by such Stockholder.

DELIVERY, EXCHANGE AND PAYMENT. On the Closing Date, the Stockholders, as the holders of the 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 executed, by Stockholdersthat Stockholder, and with all necessary transfer tax and other revenue stamps, acquired at Stockholders' 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 5 and PARAGRAPH 63(C), the Acquisition Consideration. Until any certificate representing Company Capital Stock has been surrendered and replaced pursuant to this SUBPARAGRAPH 2(A)(V2(A)(v), that certificate will, for all purposes, be deemed to evidence only the right to receive the pro rata share Pro Rata Share of the Acquisition Consideration evidenced thereby. Each Stockholder shall promptly cure any deficiencies in the endorsement of the certificates or other documents of conveyance or surrender respecting, or in the stock powers accompanying, the certificates representing Company Capital Stock surrendered by such that Stockholder.

DELIVERY, EXCHANGE AND PAYMENT. On the Closing Date, the Stockholders, as the holders of the 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 Stockholders, and with all necessary transfer tax and other revenue stamps, acquired at 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 Capital Stock surrendered by such Stockholder. Notwithstanding any provisions of this Agreement to the contrary, the Threshold Amount shall not apply to any Damage Claims arising from the failure to pay the Acquisition Consideration, or the failure to make any of the payments due under PARAGRAPH 5 or PARAGRAPH 6.

DELIVERY, EXCHANGE AND PAYMENT. On the Closing Date, the StockholdersStockholder, as the holders holder of the 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 StockholdersStockholder, and with all necessary transfer tax and other revenue stamps, acquired at Stockholders' 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 5 and PARAGRAPH 65, 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 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 Capital Stock surrendered by such Stockholderhim.