Common use of Delivery of Evidence of Ownership Clause in Contracts

Delivery of Evidence of Ownership. Prior to the Closing, Parent shall send a notice and transmittal form in substantially the form of EXHIBIT 2.4 hereto (individually, a "Letter of Transmittal" and collectively, the "LETTERS OF TRANSMITTAL") to each holder of a certificate or other documentation representing Outstanding INT'X.xxx Shares, other than Dissenting Shares, each holder of a certificate or other documentation representing Outstanding INT'X.xxx Shares, other than Dissenting Shares, will surrender such certificates or other documentation to Parent or its designee, and, if not previously delivered, (i) a duly executed counterpart of the Escrow Agreement, (ii) a duly executed Letter of Transmittal and (iii) such other duly executed documentation as may be reasonably required by Parent to effect a transfer of such shares, and upon such surrender and after the Effective Time each such holder will be entitled to receive promptly from Parent or its transfer agent certificates registered in the name of such holder representing the applicable number of Parent Merger Shares, and the cash (calculated pursuant to Section 2.6, which will be paid by check), to which such holder is entitled pursuant to the provisions of this Agreement, with a portion of such shares to be deposited in escrow pursuant to the Escrow Agreement, as provided in Section 2.2. The adoption of this Agreement by stockholders of INT'X.xxx will also constitute their approval of the terms and provisions of the Letter of Transmittal. In the event any certificates or instruments representing Outstanding INT'X.xxx Shares or Outstanding INT'X.xxx Options shall have been lost, stolen or destroyed, upon the making and delivery of an affidavit of that fact by the person claiming same to have been lost, stolen or destroyed and the posting by such person of a bonding such reasonable amount as Parent may direct as indemnity against any claim that would be made against Parent with respect to such certificate or instrument, Parent will issue in exchange for such lost, stolen or destroyed certificate or instrument the Parent Merger Shares and cash deliverable in respect thereof pursuant to this Agreement.

Delivery of Evidence of Ownership. Prior to the Closing, Parent shall send a notice and transmittal form in substantially the form of EXHIBIT 2.4 hereto (individually, a "Letter of Transmittal" and collectively, the "LETTERS OF TRANSMITTAL") to each holder of a certificate or other documentation representing Outstanding INT'X.xxx HT Shares, other than Dissenting Shares, each holder of a certificate or other documentation representing Outstanding INT'X.xxx HT Shares, other than Dissenting Shares, will surrender such certificates or other documentation to Parent or its designee, and, if not previously delivered, (i) a duly executed counterpart of the Escrow Agreement, (ii) a duly executed Letter of Transmittal Transmittal, (iii) a duly executed Investment Agreement and (iiiiv) such other duly executed documentation as may be reasonably required by Parent to effect a transfer of such shares, and upon such surrender and after the Effective Time each such holder will be entitled to receive promptly from Parent or its transfer agent certificates registered in the name of such holder representing the applicable number of Parent Merger Shares, and the cash (calculated pursuant to Section 2.6, which will be paid by check), to which such holder is entitled pursuant to the provisions of this Agreement, with a portion of such shares to be deposited in escrow pursuant to the Escrow Agreement, as provided in Section 2.2. The adoption of this Agreement by stockholders of INT'X.xxx HT will also constitute their approval of the terms and provisions of the Letter of Transmittal. In the event any certificates or instruments representing Outstanding INT'X.xxx HT Shares or Outstanding INT'X.xxx HT Options shall have been lost, stolen or destroyed, upon the making and delivery of an affidavit of that fact by the person claiming same to have been lost, stolen or destroyed and the posting by such person of a bonding such reasonable amount as Parent may direct as indemnity against any claim that would be made against Parent with respect to such certificate or instrument, Parent will issue in exchange for such lost, stolen or destroyed certificate or instrument the Parent Merger Shares and cash deliverable in respect thereof pursuant to this Agreement.

Delivery of Evidence of Ownership. Prior to the Closing, Parent shall send a notice and transmittal form in substantially the form of EXHIBIT 2.4 hereto (individually, a "Letter of TransmittalLETTER OF TRANSMITTAL" and collectively, the "LETTERS OF TRANSMITTAL") to each holder of a certificate or other documentation representing Outstanding INT'X.xxx Shares, other than Dissenting Shares, each holder of a certificate or other documentation representing Outstanding INT'X.xxx Shares, other than Dissenting Shares, will surrender such certificates or other documentation to Parent or its designee, and, if not previously delivered, (i) a duly executed counterpart of the Escrow Agreement, (ii) a duly executed Letter of Transmittal and (iii) such other duly executed documentation as may be reasonably required by Parent to effect a transfer of such shares, and upon such surrender and after the Effective Time each such holder will be entitled to receive promptly from Parent or its transfer agent certificates registered in the name of such holder representing the applicable number of Parent Merger Shares, and the cash (calculated pursuant to Section 2.6, which will be paid by check), to which such holder is entitled pursuant to the provisions of this Agreement, with a portion of such shares to be deposited in escrow pursuant to the Escrow Agreement, as provided in Section 2.2. The adoption of this Agreement by stockholders of INT'X.xxx will also constitute their approval of the terms and provisions of the Letter of Transmittal. In the event any certificates or instruments representing Outstanding INT'X.xxx Shares or Outstanding INT'X.xxx Options shall have been lost, stolen or destroyed, upon the making and delivery of an affidavit of that fact by the person claiming same to have been lost, stolen or destroyed and the posting by such person of a bonding such reasonable amount as Parent may direct as indemnity against any claim that would be made against Parent with respect to such certificate or instrument, Parent will issue in exchange for such lost, stolen or destroyed certificate or instrument the Parent Merger Shares and cash deliverable in respect thereof pursuant to this Agreement.

Delivery of Evidence of Ownership. Prior to At the Closing, Parent shall send a notice and transmittal form in substantially the form of EXHIBIT 2.4 hereto (individually, a "Letter of Transmittal" and collectively, the "LETTERS OF TRANSMITTAL") to each holder of a certificate or other documentation representing Outstanding INT'X.xxx Shares, other than Dissenting Shares, each holder of a certificate or other documentation representing Outstanding INT'X.xxx Shares, other than Dissenting Shares, Celsys Shares will surrender such certificates or other documentation to Parent or its designeeParent, and, if not previously delivered, (i) a duly executed counterpart signature pages of the Escrow AgreementAmended and Restated Stockholders Agreement (as defined in Section 6.1), (ii) a duly executed Letter of Transmittal and (iii) such other duly executed documentation as may be reasonably required by Parent to effect a transfer of such shares, and upon such surrender and within fifteen (15) days after the Effective Time each such holder will be entitled to receive promptly from Parent or its transfer agent certificates registered in the name of such holder representing the applicable number of Parent Merger Shares, and the cash (calculated pursuant to Section 2.62.5, which will be paid by check), to which such holder is entitled pursuant to the provisions of this AgreementAgreement (subject, however, with respect to the Stockholders, to a portion of such shares to be being deposited in escrow pursuant to the Escrow Agreement, as provided in Section 2.2). The adoption In addition to the foregoing, each Non-Managing Stockholder (as defined below), concurrently with the delivery of this Agreement certificate(s) and other documentation representing Outstanding Celsys Shares (pursuant to Section 2.6 below), shall deliver to Parent a certificate wherein the Non-Managing Stockholder, individually, provides representations and warranties to Parent and Merger Sub substantially the same as those made by stockholders of INT'X.xxx will also constitute their approval the Stockholders to Parent and Merger Sub in Article IV, in substantially the same form as that attached hereto as EXHIBIT 2.3 (each a “Surrender Certificate”). As used herein, “Non-Managing Stockholder(s)” means those persons holding certificates or other documentation representing Outstanding Celsys Shares, excluding the Stockholders. Pursuant to the terms of the terms Surrender Certificate, each Non-Managing Stockholder shall agree to indemnify and provisions of the Letter of Transmittal. In the event any certificates or instruments representing Outstanding INT'X.xxx Shares or Outstanding INT'X.xxx Options shall have been losthold Parent harmless from and against, stolen or destroyed, upon the making and delivery of an affidavit of that fact by the person claiming same to have been lost, stolen or destroyed and the posting by such person of a bonding such reasonable amount as Parent may direct as indemnity against any claim that would be made against reimburse Parent with respect to any Indemnifiable Amounts (as defined in Article VIII) of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with any breach, or any claim (including claims by parties other than Parent) that constitutes a breach, by such certificate Non-Managing Stockholder of any representation or instrumentwarranty contained in the Surrender Certificate, other than any breach or related claim taken or not taken at the written direction of or after consultation with and written concurrence of Parent; provided, however, that each Non-Managing Stockholder’s obligation to indemnify Parent will issue in exchange for shall be limited to such lost, stolen or destroyed certificate or instrument Non-Managing Stockholder’s pro rata portion of the Parent Merger Shares and cash deliverable in respect thereof pursuant to this Agreementissued at Closing.

Delivery of Evidence of Ownership. Prior to At the Closing, Parent shall send a notice and transmittal form in substantially the form of EXHIBIT 2.4 hereto (individually, a "Letter of Transmittal" and collectively, the "LETTERS OF TRANSMITTAL") to each holder of a certificate or other documentation representing Outstanding INT'X.xxx Shares, other than Dissenting Shares, each holder of a certificate or other documentation representing Outstanding INT'X.xxx Shares, other than Dissenting Shares, Celsys Shares will surrender such certificates or other documentation to Parent or its designeeParent, and, if not previously delivered, (i) a duly executed counterpart signature pages of the Escrow AgreementAmended and Restated Stockholders Agreement (as defined in Section 6. 1), (ii) a duly executed Letter of Transmittal and (iii) such other duly executed documentation as may be reasonably required by Parent to effect a transfer of such shares, and upon such surrender and within fifteen (15) days after the Effective Time each such holder will be entitled to receive promptly from Parent or its transfer agent certificates registered in the name of such holder representing the applicable number of Parent Merger Shares, and the cash (calculated pursuant to Section 2.62.5, which will be paid by check), to which such holder is entitled pursuant to the provisions of this AgreementAgreement (subject, however, with respect to the Stockholders, to a portion of such shares to be being deposited in escrow pursuant to the Escrow Agreement, as provided in Section 2.2). The adoption In addition to the foregoing, each Non-Managing Stockholder (as defined below), concurrently with the delivery of this Agreement certificate(s) and other documentation representing Outstanding Celsys Shares (pursuant to Section 2.6 below), shall deliver to Parent a certificate wherein the Non-Managing Stockholder, individually, provides representations and warranties to Parent and Merger Sub substantially the same as those made by stockholders of INT'X.xxx will also constitute their approval the Stockholders to Parent and Merger Sub in Article IV, in substantially the same form as that attached hereto as EXHIBIT 2.3 (each a “Surrender Certificate”). As used herein, “Non-Managing Stockholder(s)” means those persons holding certificates or other documentation representing Outstanding Celsys Shares, excluding the Stockholders. Pursuant to the terms of the terms Surrender Certificate, each Non-Managing Stockholder shall agree to indemnify and provisions of the Letter of Transmittal. In the event any certificates or instruments representing Outstanding INT'X.xxx Shares or Outstanding INT'X.xxx Options shall have been losthold Parent harmless from and against, stolen or destroyed, upon the making and delivery of an affidavit of that fact by the person claiming same to have been lost, stolen or destroyed and the posting by such person of a bonding such reasonable amount as Parent may direct as indemnity against any claim that would be made against reimburse Parent with respect to any Indemnifiable Amounts (as defined in Article VIII) of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with any breach, or any claim (including claims by parties other than Parent) that constitutes a breach, by such certificate Non-Managing Stockholder of any representation or instrumentwarranty contained in the Surrender Certificate, other than any breach or related claim taken or not taken at the written direction of or after consultation with and written concurrence of Parent; provided, however, that each Non-Managing Stockholder’s obligation to indemnify Parent will issue in exchange for shall be limited to such lost, stolen or destroyed certificate or instrument Non-Managing Stockholder’s pro rata portion of the Parent Merger Shares and cash deliverable in respect thereof pursuant to this Agreementissued at Closing.