Common use of EXCHANGE OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK Clause in Contracts

EXCHANGE OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK. a. On the Closing Date (i) the Physician, as the holder of a certificate or certificates representing shares of Company Common Stock, upon surrender of such certificate or certificates, shall receive, as part of the Merger Consideration, the number of shares of Vision 21 Common Stock determined in accordance with the provisions of Exhibit 2.8(a) attached hereto; and (ii) until the certificate or certificates representing Company Common Stock have been surrendered by the Physician and replaced by a certificate or certificates representing Vision 21 Common Stock, the certificate or certificates representing Company Common Stock shall, for all purposes be deemed to evidence ownership of the number of shares of Vision 21 Common Stock determined in accordance with the provisions of Exhibit 2.8(a) attached hereto. All shares of Vision 21 Common Stock issuable to the Physician in the Merger shall be deemed for all purposes to have been issued by Vision 21 at the Effective Time, although the Merger Consideration shall not actually be paid by Vision 21 to the Physician until the Closing Date.

EXCHANGE OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK. a. On the Closing Date (i) the Physician, as the holder of a certificate or certificates representing shares of Company Common Stock, upon surrender of such certificate or certificates, shall receive, as part of the Merger Consideration, the number of shares of Vision 21 Common Stock determined in accordance with the provisions of Exhibit 2.8(a2.8(a)(i) attached hereto; and (ii) until the certificate or certificates representing Company Common Stock have been surrendered by the Physician and replaced by a certificate or certificates representing Vision 21 Common Stock, the certificate or certificates representing Company Common Stock shall, for all purposes be deemed to evidence ownership of the number of shares of Vision 21 Common Stock determined in accordance with the provisions of Exhibit 2.8(a2.8(a)(i) attached hereto. All shares of Vision 21 Common Stock issuable to the Physician in the Merger shall be deemed for all purposes to have been issued by Vision 21 at the Effective Time, although the Merger Consideration shall not actually be paid by Vision 21 to the Physician until the Closing Date.

EXCHANGE OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK. a. On the Closing Date (i) the PhysicianOptometrist, as the holder of a certificate or certificates representing shares of Company Common Stock, upon surrender of such certificate or certificates, shall receive, as part of the Merger Consideration, the number of shares of Vision 21 Common Stock determined in accordance with the provisions of Exhibit 2.8(a) attached hereto; and (ii) until the certificate or certificates representing Company Common Stock have been surrendered by the Physician Optometrist and replaced by a certificate or certificates representing Vision 21 Common Stock, the certificate or certificates representing Company Common Stock shall, for all purposes be deemed to evidence ownership of the number of shares of Vision 21 Common Stock determined in accordance with the provisions of Exhibit 2.8(a) attached hereto. All shares of Vision 21 Common Stock issuable to the Physician Optometrist in the Merger shall be deemed for all purposes to have been issued by Vision 21 at the Effective Time, although the Merger Consideration shall not actually be paid by Vision 21 to the Physician Optometrist until the Closing Date.