Common use of DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES Clause in Contracts

DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES. (a) At the Effective Time, upon surrender by each Shareholder to the Surviving Corporation of the certificate(s) which, immediately prior to the Effective Time, represented Merger Shares, such Shareholder shall, from and after the Effective Time in accordance with the provisions hereof, be entitled to receive in exchange therefor the cash and/or securities which such Shareholder is entitled to receive pursuant to Section 2.1(c)(iii) above. Any such cash amount shall be paid immediately upon surrender of certificate(s) representing Merger Shares by the Surviving Corporation or its designee in immediately available funds by check or wire transfer to an account designated by such Shareholder to Acquisition Sub not later than three Business Days prior to the Closing. If such Shareholder is to receive securities, such securities shall be issued by Parent and delivered at the Closing immediately upon surrender of certificate(s) representing Merger Shares. No interest will be paid or will accrue on the Per Share Cash Amount payable upon the surrender of any certificates representing Merger Shares; provided that if the Per Share Cash Amount is not paid by the Surviving Corporation or its designee promptly upon surrender of certificate(s) representing Merger Shares, then interest will be paid on such unpaid amount at the rate of 5% per annum upon demand of such Shareholder. Until surrendered as contemplated by this Section 2.2 and the Certificate of Merger, each certificate representing Merger Shares shall be deemed, at and after the Effective Time, to represent only the right to receive upon such surrender cash or securities, if any, as contemplated by this Section 2, the Certificate of Merger and the Delaware Statute. (b) Immediately after the Effective Time, Parent shall file the Certificate of Designation with the Secretary of State of the State of Delaware.

DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES. (a) At the Effective Time, upon surrender delivery by each Shareholder Stockholder to the Surviving Corporation of a properly executed Letter of Transmittal or an Option Cancellation Form, in each instance, in the form attached hereto as Exhibit D and surrender by each Stockholder to the Surviving Corporation of (A) the certificate(s) which, immediately prior to the Effective Time, represented Merger SharesShares or (B) the Merger Options, as applicable, such Shareholder Stockholder shall, from and after the Effective Time in accordance with the provisions hereofhereof (including Section 2.2(b) below), be entitled to receive in exchange therefor the cash and/or securities which such Shareholder Stockholder is entitled to receive pursuant to Section 2.1(c)(iii) 2.1 above, as applicable, but reduced by the amount, if any, such Stockholder owes to the Company under any Notes Receivable plus interest accrued thereon through the Closing Date. Any such cash amount The Per Share Closing Amount payable pursuant to Section 2.1 above shall be paid immediately upon surrender of certificate(s) representing Merger Shares on the Closing Date by the Surviving Corporation Buyer or its designee in by wire transfer of immediately available funds by check or wire transfer to an account designated by such Shareholder the Stockholders’ Representative, for the account of the Stockholders (other than Stockholders holding Dissenting Shares). The Per Share Escrow Holdback Amount, if any, payable pursuant to Acquisition Sub not later than three Business Days prior to the Closing. If such Shareholder is to receive securities, such securities Section 2.1 above shall be issued by Parent and delivered at paid following the Closing immediately upon surrender release from escrow of certificate(sthe Escrow Holdback Amount (or remaining portion thereof) representing Merger Sharesin accordance with the terms of the Escrow Agreement. No interest will The Per Share WC Escrow Amount, if any, payable pursuant to Section 2.1 above shall be paid following the release from escrow of the Working Capital Escrow Amount (or will accrue on remaining portion thereof) in accordance with the Per Share Cash Amount payable upon terms of the surrender of any certificates representing Merger Shares; provided that if the Per Share Cash Amount is not paid by the Surviving Corporation or its designee promptly upon surrender of certificate(s) representing Merger Shares, then interest will be paid on such unpaid amount at the rate of 5% per annum upon demand of such ShareholderEscrow Agreement. Until surrendered as contemplated by this Section 2.2 and the Certificate of Merger, each certificate representing Merger Shares and each Merger Option shall be deemed, at and after the Effective Time, to represent only the right to receive upon such surrender cash or securities, if any, as contemplated by this Section 2ARTICLE II, the Certificate of Merger and the Delaware Statute. (b) Immediately after the Effective Time, Parent shall file the Certificate of Designation with the Secretary of State of the State of DelawareDGCL.

DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES. (a) At the Effective Time, upon surrender by each Shareholder to the Surviving Corporation of the certificate(s) which, immediately prior to the Effective Time, represented Merger Shares, such Shareholder shall, from and after the Effective Time in accordance with the provisions hereof, be entitled to receive in exchange therefor the cash and/or securities which such Shareholder is entitled to receive pursuant to Section 2.1(c)(iiiSECTION 3.1(c) above. Any such The cash amount portion of the Per Share Closing Amount payable pursuant to the preceding sentence shall be paid immediately upon surrender of certificate(s) representing Merger Shares on the Closing Date by the Surviving Corporation or its designee in immediately available funds by check or wire transfer to an account designated by such Shareholder to Acquisition Sub not later than three Business Days prior to the ClosingClosing Date. If such Shareholder is The certificates representing the aggregate Per Share Purchaser Stock Number deliverable to receive securities, such securities Shareholders shall be issued by Parent and delivered at on the Closing immediately upon surrender of certificate(s) representing Merger SharesDate by the Surviving Corporation or its designee. No interest will be paid or will accrue on the cash portion of the Per Share Cash Closing Amount payable upon the surrender of any certificates representing Merger Shares; provided that if the Per Share Cash Amount is not paid by the Surviving Corporation or its designee promptly upon surrender of certificate(s) representing Merger Shares, then interest will be paid on such unpaid amount at the rate of 5% per annum upon demand of such Shareholder. Until surrendered as contemplated by this Section 2.2 SECTION 3.2 and the Certificate Certificates of Merger, each certificate representing Merger Shares shall be deemed, at and after the Effective Time, to represent only the right to receive upon such surrender cash or securities, if any, and/or securities as contemplated by this Section 2SECTION 3.2, the Certificate Certificates of Merger and the Delaware Statute. (b) Immediately after the Effective Time, Parent shall file the Certificate of Designation with the Secretary of State of the State of Delaware.

DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES. (a) At the Effective Time, upon surrender by each Shareholder Seller to the Surviving Corporation of the Convertible Securities or evidence thereof, the certificate(s) whichthat, immediately prior to the Effective Time, represented Merger Paid-Out Shares, such Shareholder shall, from and after the Effective Time in accordance with the provisions hereof, be entitled to receive in exchange therefor the cash and/or securities which such Shareholder is entitled to receive pursuant to Section 2.1(c)(iii) above. Any such cash amount shall be paid immediately upon surrender of certificate(s) representing Merger Shares any other documentation reasonably requested by the Surviving Corporation or its designee (including a duly executed and completed joinder to this Agreement in the form of Exhibit D hereto), the Surviving Corporation shall pay to each such holder in exchange therefor an amount in immediately available U.S. funds equal to (i) the product of (A) the Per Share Amount (less the Per Share Cash Holdback Amount) and (B) the number of shares of Common Stock (other than Rolled-Over Shares) owned of record by check such Seller, in the case of Paid-Out Shares, or (ii) the Warrant Amount with respect to all Warrants held by such holder, in the case of Warrants, in accordance with Section 3.2, such amount to be paid promptly by wire transfer (or by certified check) to an account accounts designated by such Shareholder the Sellers' Representatives to Acquisition Sub Holding not later than three two Business Days prior to the Closing. If such Shareholder is ; PROVIDED that the Sellers' Representatives may direct Buyer to receive securitiesdeliver a portion of the Common Equity Purchase Price to certain third parties for fees, such securities shall be issued expenses, costs or other obligations arising out of or in connection with the transactions contemplated by Parent and delivered at the Closing immediately upon surrender of certificate(s) representing Merger Shares. No interest will be paid or will accrue on the Per Share Cash Amount payable upon the surrender of any certificates representing Merger Shares; provided that if the Per Share Cash Amount is not paid by the Surviving Corporation or its designee promptly upon surrender of certificate(s) representing Merger Shares, then interest will be paid on such unpaid amount at the rate of 5% per annum upon demand of such Shareholderthis Agreement. Until surrendered as contemplated by this Section 2.2 3.5 and the Certificate of Merger, each certificate representing Merger Paid-Out Shares and each Warrant shall be deemed, at and after the Effective Time, to represent only the right to receive upon such surrender cash or securitiesthe amount to which the owner is entitled to receive pursuant to Section 3.2, if anysubject, with respect to the Per Share Cash Holdback Amount, to the terms of the Escrow Agreement, as contemplated by this Section 2Article III, the Certificate of Merger and the Delaware Statute. (b) Immediately after the Effective Time, Parent shall file the Certificate of Designation with the Secretary of State of the State of Delaware.

DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES. (a) At the Effective Time, upon surrender by each Shareholder Stockholder to the Surviving Corporation of (A) the certificate(s) which, immediately prior to the Effective Time, represented Merger SharesShares (each a “Certificate”) or (B) the Merger Options, such Shareholder shallas applicable, from and after the Effective Time in accordance with the provisions hereof, be entitled to receive in exchange therefor the cash and/or securities which such Shareholder is entitled to receive pursuant to Section 2.1(c)(iii) above. Any such cash amount Buyer shall be paid immediately upon surrender of certificate(s) representing Merger Shares by cause the Surviving Corporation or its designee in immediately available funds by check or wire transfer to, promptly (i) pay out to an account designated by such Shareholder to Acquisition Sub not later than three Business Days prior the Stockholders’ Representative, for the account of the Stockholders, at or after the Effective Time by wire transfer of immediately available funds an amount representing the Stockholder Closing Consideration and (ii) pay to the Closing. If such Shareholder is Company the portion of Closing Consideration payable to receive securitiesOption Holders less the Option Holdback Amount, such securities which amount shall be issued by Parent and delivered at paid to the Option Holders through the Company’s or its Subsidiary’s internal or third-party payroll processing system subject to applicable withholding (in accordance with Section 2.2(c)) on the entire amount of the Closing immediately upon surrender Consideration (including the Option Holdback Amount) payable to the Option Holders. Shares of certificate(s) representing Company Common Stock represented by the Certificate or any Merger SharesOptions so surrendered shall forthwith be cancelled. No interest will be paid or will accrue accrued on any amount due pursuant to this Section 2.2(a) except as specifically provided in the Per Share Cash Amount payable upon the surrender of any certificates representing Merger Shares; provided that if the Per Share Cash Amount is not paid by the Surviving Corporation or its designee promptly upon surrender of certificate(s) representing Merger Shares, then interest will be paid on such unpaid amount at the rate of 5% per annum upon demand of such ShareholderEscrow Agreement. Until surrendered as contemplated by this Section 2.2 and the Certificate of Merger, each certificate representing Certificate and each Merger Shares Option shall be deemed, at and after the Effective Time, to represent only the right to receive upon such surrender cash or securities, if any, and/or securities as contemplated by this Section 2ARTICLE II, the Certificate of Merger and the Delaware Statute. (b) Immediately after the Effective Time, Parent shall file the Certificate of Designation with the Secretary of State of the State of DelawareDGCL.