Common use of Exchange and Surrender of Certificates Clause in Contracts

Exchange and Surrender of Certificates. (a) As soon as practicable after the Effective Time, each holder of a certificate previously evidencing Converted Shares shall be entitled, upon surrender thereof to Parent or its transfer agent (as specified in the letter of transmittal described in Section 2.02 (c)), to receive in exchange therefor a certificate or certificates representing the number of whole shares of Parent Common Stock into which the Converted Shares so surrendered shall have been converted as aforesaid, in such denominations and registered in such names as such holder may request. Each holder of Converted Shares who would otherwise be entitled to a fraction of a share of Parent Common Stock shall, upon surrender of the certificates representing such shares held by such holder as aforesaid, be paid an amount in cash in accordance with the provisions of Section 2.02(e). Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall represent solely the right to receive Parent Common Stock and cash in lieu of fractional shares. Unless and until any such certificates shall be so surrendered and exchanged, no dividends or other distributions payable to the holders of record of Parent Common Stock as of any time on or after the Effective Time shall be paid to the holders of such certificates previously evidencing Converted Shares; provided, however, that, upon any such surrender and exchange of such certificates, there shall be paid to the record holders of the certificates issued and exchanged therefor (i) the amount, without interest thereon, of dividends and other distributions, if any, with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, if any, with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock. Notwithstanding the foregoing, no party hereto (or Parent's transfer agent) shall be liable to any former holder of Converted Shares for any cash, Parent Common Stock or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar law.

Exchange and Surrender of Certificates. (a) As soon as practicable after the Effective Time, each record holder of a certificate certificates previously evidencing Converted Shares will be entitled to receive, and Parent shall be entitledcause the Exchange Agent (as defined in Section 2.03(e) below) to issue and pay, as applicable, to each such record holder or to such persons as such holder may request upon surrender thereof of such certificates to Parent or its transfer agent the Exchange Agent, (as specified in the letter of transmittal described in Section 2.02 (c)), to receive in exchange therefor i) a certificate or certificates representing the number of whole shares of Parent Common Stock into which the Converted Shares so surrendered shall will have been converted as aforesaid, in such denominations and registered in such names as such holder may request. Each holder of , and (ii) the Cash Consideration into which the Converted Shares who so surrendered will have been converted. If such holder would otherwise be entitled to a fraction of a share fractional shares of Parent Common Stock shallStock, such holder will upon surrender of the certificates representing such shares held by such holder as aforesaid, be paid an amount in cash in accordance with the provisions of Section 2.02(e2.03(c). Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall will represent solely the right to receive Parent Common Stock the Merger Consideration and cash in lieu of fractional shares. Unless and until any such certificates shall will be so surrendered and exchanged, no dividends or other distributions payable to the holders of record of Parent Common Stock as of any time on or after the Effective Time shall will be paid to the holders of such certificates previously evidencing record of Converted Shares; provided, however, thatthat Parent will deposit with the Exchange Agent any such dividends or other distributions payable with respect to the Parent Common Stock represented by any unsurrendered certificates evidencing Converted Shares, and upon any such surrender and exchange of such certificates, there shall be paid Parent will cause the Exchange Agent to pay to the record holders of the certificates issued and exchanged therefor record of Converted Shares (i) the amount, without interest thereon, of dividends and other distributions, if any, with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, if any, with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock. Notwithstanding the foregoing, no party hereto (or Parent's transfer agent) shall be liable to any former holder of Converted Shares for any cash, Parent Common Stock or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar law.

Exchange and Surrender of Certificates. (a) As soon as practicable after the Effective Time, each holder of a certificate previously evidencing Converted Shares shall be entitled, upon surrender thereof to Parent or its transfer an exchange agent designated by Parent (as specified in the letter of transmittal described in Section 2.02 (c)), to receive in exchange therefor a certificate or certificates representing the number of whole shares of Parent Common Stock into which the Converted Shares so surrendered shall have been converted as aforesaid, in such denominations and registered in such names as such holder may request. Each holder of Converted Shares who would otherwise be entitled to a fraction of a share of Parent Common Stock shall, upon surrender of the certificate or certificates representing such shares held by such holder as aforesaid, be paid an amount in cash in accordance with the provisions of Section 2.02(e). Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall represent solely the right to receive Parent Common Stock and cash in lieu of fractional sharesshares that the holder thereof is entitled to receive hereunder. Unless and until any such certificates shall be so surrendered and exchanged, no dividends or other distributions payable to the holders of record of Parent Common Stock as of any time on or after the Effective Time shall be paid to the holders of such certificates previously evidencing Converted Shares; provided, however, that, upon any such surrender and exchange of such certificates, there shall be paid to the record holders of the certificates issued and exchanged therefor (i) the amount, without interest thereon, of dividends and other distributions, if any, with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, if any, with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock. Notwithstanding the foregoing, no party hereto (or Parent's transfer agent) shall be liable to any former holder of Converted Shares for any cash, Parent Common Stock or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar law.except as

Exchange and Surrender of Certificates. (a) As soon as reasonably practicable after the Effective Time, Albion's transfer agent and registrar, Colonial Stock Transfer Corporation, 455 East 400 South, Suite 100, Xxxx Xxxx Xxxx, Xxxx (xxx "Xxxxxxxx Xxent"), shall mail to each holder of record of shares of Aradyme Stock a certificate previously evidencing Converted Shares shall be entitled, upon surrender thereof to Parent or its transfer agent (as specified in the letter of transmittal described (which shall specify that delivery shall be effected, and risk of loss and title to the Converted Share Certificates shall pass, only upon delivery of the Converted Share Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as Albion and Aradyme may reasonably specify) and instructions for use in effecting the surrender of the Converted Share Certificates in exchange for certificates representing shares of New Albion Stock issuable pursuant to Section 2.02 (c))2.01. Upon surrender of a Converted Share Certificate to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Converted Share Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the that number of whole shares of Parent Common New Albion Stock that such holder has the right to receive pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder). In the event of a transfer of ownership of Aradyme Stock that is not registered in the transfer records of Aradyme, a certificate representing the proper number of shares of New Albion Stock may be issued to a transferee if the Converted Share Certificate representing such Aradyme Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the New Albion Stock into which the Converted Shares so surrendered shall have been converted as aforesaid, in such denominations and registered in such names as such holder may request. Each holder of Converted Shares who would otherwise be entitled to a fraction of a share of Parent Common Stock shall, upon surrender of the certificates representing such shares held represented by such holder Converted Share Certificate would be converted, as aforesaidprovided in this Article II, be paid an amount in cash in accordance with the provisions of Section 2.02(e). Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall represent solely the right to receive Parent Common Stock and cash in lieu of any fractional shares. Unless and until any such certificates shall be so surrendered and exchanged, no dividends or other distributions payable to the holders shares of record of Parent Common New Albion Stock as of any time on or after the Effective Time shall be paid to the holders of such certificates previously evidencing Converted Shares; provided, however, that, upon any such surrender and exchange of such certificates, there shall be paid to the record holders of the certificates issued and exchanged therefor (i) the amount, without interest thereon, of dividends and other distributions, if any, with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, if any, with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock. Notwithstanding the foregoing, no party hereto (or Parent's transfer agent) shall be liable to any former holder of Converted Shares for any cash, Parent Common Stock or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar lawcontemplated by Section 2.02(d).

Exchange and Surrender of Certificates. (a) As At or as soon as practicable after the Effective Time, each holder the holders of a certificate certificates previously evidencing Converted Shares shall be entitledentitled to receive, upon surrender thereof of such certificates to Parent or its transfer agent (as specified in the letter of transmittal described in Section 2.02 (c))Company, to receive in exchange therefor a certificate or certificates representing the number of whole shares of Parent Company Common Stock into which the Converted Shares so surrendered shall have been converted as aforesaid, in such denominations and registered in such names as such the applicable holder may request. Each holder of Converted Shares who would otherwise be entitled to a fraction of a share of Parent Common Stock shall, upon surrender of the certificates representing such shares held by such holder as aforesaid, be paid an amount in cash in accordance with the provisions of Section 2.02(e). Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall represent solely the right to receive Parent Company Common Stock and cash in lieu of fractional sharesshares in accordance with the provisions of Section 2.02(d). Unless and until any such certificates representing Converted Shares shall be so surrendered and exchanged, no dividends or other distributions payable to the holders of record of Parent Company Common Stock as of any time on or after the Effective Time shall be paid to the holders of such certificates previously evidencing record of Converted Shares; provided, however, that, upon any such surrender and exchange of such certificates, there shall be paid to the record holders of the certificates issued and exchanged therefor record of Converted Shares (i) the amount, without interest thereon, of dividends and other distributions, if any, with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Parent Company Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, if any, with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Company Common Stock. Notwithstanding the foregoing, no party hereto (or Parent's transfer agent) shall be liable to any former holder of Converted Shares for any cash, Parent Company Common Stock or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar law.

Exchange and Surrender of Certificates. (a) As soon as practicable after the Effective Time, each holder of a certificate previously evidencing Converted Shares shall will be entitled, upon surrender thereof to Parent or its transfer an exchange agent mutually agreeable to Company and Parent (as specified in the letter of transmittal described in Section 2.02 (c)"Exchange Agent"), to receive in exchange therefor such holder's pro rata share of the cash portion of the Closing Payment and a certificate or certificates representing such holder's pro rata share of the number portion of whole the Closing Payment to be paid in shares of Parent Common Stock into which the Converted Shares so surrendered shall have been converted as aforesaidStock, and will be entitled to such holder's pro rata share of any future Merger Consideration that is payable on future dates, with any certificates to be issued in such denominations and registered in such names as reflected on Schedule 3.05 (as updated by Company immediately prior to the Effective Time) or as such holder may requestotherwise request in accordance with Section 2.02(d). Each holder of Converted Shares who would otherwise be entitled to a fraction of a share No fractional shares of Parent Common Stock shall, upon surrender of the certificates representing such shares held by such holder as aforesaid, will be paid an amount issued in cash in accordance connection with the provisions of Section 2.02(e)Merger. Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall will represent solely the right to receive Parent Common Stock and cash in lieu of fractional sharesthe Merger Consideration that the holder thereof is entitled to receive under this Agreement. Unless and until any such certificates shall be are so surrendered and exchanged, no dividends or other distributions payable to the holders of record of Parent Common Stock as of any time on or after the Effective Time shall will be paid to the holders of such certificates previously evidencing Converted Shares; provided, however, that, upon any . Upon such surrender and exchange of such certificates, there shall such holders will be paid, with respect to the portion of the Closing Payment to be paid to the record holders of the certificates issued and exchanged therefor in Parent Common Stock, (i) the amount, without interest thereon, of dividends and other distributions, if any, with a record date on or after the Effective Time theretofore previously paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, if any, with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock. Notwithstanding Except as otherwise provided by applicable law, neither any party to this Agreement nor the foregoing, no party hereto (or Parent's transfer agent) shall Exchange Agent will be liable to any former holder of Converted Shares for any cash, Parent Common Stock or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar law. Parent will pay all fees and expenses of the Exchange Agent.