Common use of Exchange of Certificates Representing Shares Clause in Contracts

Exchange of Certificates Representing Shares. (a) As of the Effective Time, Acquiror shall deposit, or shall cause to be deposited, with an exchange agent selected by Acquiror and satisfactory to the Company (the "Exchange Agent"), for the benefit of the holders of shares of Company Common Stock, Company Convertible Preferred Stock and Other Company Preferred Stock, for exchange in accordance with this Article III, (i) certificates representing the number of shares of Acquiror Common Stock issuable in the Merger, to be issued in respect of all shares of Company Common Stock and Company Convertible Preferred Stock outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (other than shares to be cancelled pursuant to Section 3.1(d) hereof), (ii) certificates representing the number of shares of Acquiror New Preferred Stock issuable in the Merger, to be issued in respect of all shares of Other Company Preferred Stock outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (other than shares to be cancelled pursuant to Section 3.1(d) hereof), and (iii) cash in an amount sufficient to make any cash payment due under Section 3.4 hereof (such cash and certificates for shares of Acquiror Common Stock and shares of Acquiror New Preferred Stock being hereinafter referred to collectively as the "Exchange Fund"). (b) As soon as reasonably practicable after the Effective Time, Acquiror shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of a certificate or certificates representing shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, shall pass, only upon delivery of the certificates for such shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, to the Exchange Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Acquiror may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be. Upon surrender of certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive in exchange therefor that portion of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article III, after giving effect to any required withholding Tax, and the certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, so surrendered shall forthwith be cancelled. No interest will be paid or accrued on either the stock or the cash portion of the Exchange Fund. In the event of any transfer of ownership of shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, which has not been registered in the transfer records of the Company, certificates representing the proper number of shares of Acquiror Common Stock or Acquiror New Preferred Stock, if any, and a check in an amount equal to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, only upon presentation to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer Taxes associated with such transfer were paid.

Exchange of Certificates Representing Shares. (a) As of On the Effective TimeClosing Date, Acquiror shall deposit, or shall cause to be deposited, with an exchange agent selected by Acquiror and satisfactory to the Company (the "Exchange Agent"), for the benefit of the holders of shares of Company Common Stock, Company Convertible Preferred Stock and Other Company Preferred Stock, for exchange in accordance with this Article III, (i) make available certificates representing the a sufficient number of shares of Acquiror Voting Common Stock issuable in exchange for the Mergeroutstanding Common Shares or Preferred Shares, less the number of shares held pursuant to the Escrow Agreement. (b) Notwithstanding any other provisions of this Agreement, no dividends on Acquiror Voting Common Stock shall be paid with respect to any Common Shares or Preferred Shares represented by a Certificate until such Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the holder of certificates representing shares of Acquiror Voting Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect of all to such shares of Company Acquiror Voting Common Stock Stock, and Company Convertible not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender thereof and a payment date subsequent to surrender thereof payable with respect to such shares of Acquiror Voting Common Stock, less the amount of any withholding taxes that may be required thereon. (c) At or after the Effective Time, there shall be no transfers on the stock transfer books of the Corporation of Common or Preferred Stock Shares which were outstanding immediately prior to the Effective Time and which Time. If, after the Effective Time, Certificates are to be exchanged pursuant presented to the Merger (other than shares to Surviving Corporation, they shall be cancelled pursuant to Section 3.1(d) hereof), (ii) certificates representing the number of shares of Acquiror New Preferred Stock issuable in the Merger, to be issued in respect of all shares of Other Company Preferred Stock outstanding immediately prior to the Effective Time canceled and which are to be exchanged pursuant to the Merger (other than shares to be cancelled pursuant to Section 3.1(d) hereof), and (iii) cash in an amount sufficient to make any cash payment due under Section 3.4 hereof (such cash and for certificates for shares of Acquiror Voting Common Stock and upon surrender of such Certificates to the Acquiror. (d) Notwithstanding any other provision of this ARTICLE V, no --------- fractional shares of Acquiror New Voting Common Stock will be issued and any holder of Common or Preferred Stock being hereinafter referred Shares entitled hereunder to collectively as receive a fractional share of Acquiror Voting Common Stock, but for this SECTION 5.2(d) will be entitled ------------- hereunder to receive no such fractional share of Acquiror Voting Common Stock, but a cash payment in lieu thereof; provided, that the "Exchange Fund"cash payment shall not exceed the product of (i) Five Dollars and no/100 ($5.00), multiplied by (ii) such fractional share. (be) As soon as reasonably practicable after None of the Effective TimeAcquiror, Acquiror the Corporation, or the Surviving Corporation or any other person shall cause the Exchange Agent be liable to mail (or deliver at its principal office) to each any former holder of record Common or Preferred Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a certificate bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Acquiror will issue in exchange for such lost, stolen or certificates representing destroyed Certificate shares of Company Acquiror Voting Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, (i) a letter and cash in lieu of transmittal which shall specify that delivery shall be effectedfractional shares, and risk of loss unpaid dividends and title to the certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, shall pass, only upon delivery of the certificates for such shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, to the Exchange Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Acquiror may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be. Upon surrender of certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive in exchange therefor that portion of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article III, after giving effect to any required withholding Tax, and the certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, so surrendered shall forthwith be cancelled. No interest will be paid or accrued distributions on either the stock or the cash portion of the Exchange Fund. In the event of any transfer of ownership of shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, which has not been registered in the transfer records of the Company, certificates representing the proper number of shares of Acquiror Voting Common Stock or Acquiror New Preferred Stockas provided in SECTION 5.2(b), if any, and a check deliverable in an amount equal respect thereof pursuant to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, only upon presentation to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer Taxes associated with such transfer were paidthis -------------- Agreement.

Exchange of Certificates Representing Shares. (a) As of At the Effective Time, Acquiror : (i) each Stockholder shall deposit, or shall cause surrender to be deposited, with an exchange agent selected by Acquiror EDT all if its shares and satisfactory to the Company interests in Learning-Edge (the "Exchange AgentCertificates"), ) held by such Stockholder for the benefit of the holders of shares of Company Common Stock, Company Convertible Preferred Stock and Other Company Preferred Stock, for exchange in accordance with this Article III, (i) certificates representing the number of shares of Acquiror Common Stock issuable in the Merger, to be issued in respect of all shares of Company Common Stock and Company Convertible Preferred Stock outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (other than shares to be cancelled pursuant to Section 3.1(d) hereof), (ii) certificates representing the number of shares of Acquiror New Preferred Stock issuable in the Merger, to be issued in respect of all shares of Other Company Preferred Stock outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (other than shares to be cancelled pursuant to Section 3.1(d) hereof), and (iii) cash in an amount sufficient to make any cash payment due under Section 3.4 hereof (such cash and certificates for shares of Acquiror Common Stock and shares of Acquiror New Preferred Stock being hereinafter referred to collectively as the "Exchange Fund"). (b) As soon as reasonably practicable after the Effective Time, Acquiror shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of a certificate or certificates representing shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, shall pass, only upon delivery of the certificates for such shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, to the Exchange Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Acquiror may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be. Upon surrender of certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, for cancellation to the Exchange Agentcancellation, together with such a letter of transmittal, duly executed and completed in accordance with the instructions thereto, which shall specify that risk of loss and title to the holder thereof Certificate(s) shall pass to EDT upon such delivery; (ii) each Stockholder who has surrendered its Certificate(s) to EDT shall be entitled to receive in exchange therefor that portion thereof their respective pro rata share of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article IIIMerger Consideration, after giving effect to any required withholding Taxtax withholdings, and the certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, Certificate(s) so surrendered shall forthwith be cancelledcanceled; (iii) EDT shall deliver to each Stockholder who has surrendered its Certificate(s) to EDT their respective pro rata share of the Merger Consideration in the form of a Note pursuant to SECTIONS 1.7(a)(ii) and (iii) hereof; and (iv) EDT shall deliver to its transfer agent a letter instructing the transfer agent to issue and deliver to each Stockholder who has surrendered its Certificate(s) to EDT a stock certificate for shares of EDT pursuant to SECTION 1.7(a)(i) hereof. No interest will be paid or accrued on either the stock or the cash portion of the Exchange FundMerger Consideration upon surrender of Certificates. (b) Except for estate planning transfers at or after the date hereof or issuances of shares upon the exercise of stock options outstanding prior to the date hereof, there shall be no transfers or issuances of additional shares on the stock transfer books of Learning-Edge of Learning-Edge Stock which were outstanding immediately prior to the date hereof without EDT's prior written consent. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for certificates for Merger Consideration in accordance with the procedures set forth in SECTION 1.7. (c) None of Learning-Edge, the Surviving Corporation, Acquisition Subsidiary, EDT or any other person shall be liable to any former holder of Learning-Edge Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, EDT will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration, deliverable in respect thereof pursuant to this Agreement. (e) Notwithstanding the foregoing, no amounts shall be payable at the Effective Time with respect to any Dissenting Shares (as defined in SECTION 1.11) or any shares of Learning-Edge Stock with respect to which dissenters' rights have not terminated. In the event case of any transfer of ownership of shares of Company Common StockDissenting Shares, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, which has not been registered payment shall be made in the transfer records of the Company, certificates representing the proper number of shares of Acquiror Common Stock or Acquiror New Preferred Stock, if any, and a check in an amount equal to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, only upon presentation to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer Taxes associated accordance with such transfer were paid.SECTION 1.11

Exchange of Certificates Representing Shares. (a) As of the Effective Time, Acquiror shall deposit, or shall cause to be deposited, with an exchange agent selected by Acquiror and satisfactory to the Company (the "Exchange Agent"), for the benefit of the holders of shares of Company Common Stock, Company Convertible Preferred Stock and Other Company Preferred Stock, for exchange in accordance with this Article III, (i) certificates representing the number of shares of Acquiror Common Stock issuable in the Merger, to be issued in respect of all shares of Company Common Stock and Company Convertible Preferred Stock outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (other than shares to be cancelled pursuant to Section 3.1(d) hereof), (ii) certificates representing the number of shares of Acquiror New Preferred Stock issuable in the Merger, to be issued in respect of all shares of Other Company Preferred Stock outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (other than shares to be cancelled pursuant to Section 3.1(d) hereof), and (iii) cash in an amount sufficient to make any cash 21 payment due under Section 3.4 hereof (such cash and certificates for shares of Acquiror Common Stock and shares of Acquiror New Preferred Stock being hereinafter referred to collectively as the "Exchange Fund"). (b) As soon as reasonably practicable after the Effective Time, Acquiror shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of a certificate or certificates representing shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, shall pass, only upon delivery of the certificates for such shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, to the Exchange Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Acquiror may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be. Upon surrender of certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive in exchange therefor that portion of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article III, after giving effect to any required withholding Tax, and the certificates for shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, so surrendered shall forthwith be cancelled. No interest will be paid or accrued on either the stock or the cash portion of the Exchange Fund. In the event of any transfer of ownership of shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, which has not been registered in the transfer records of the Company, certificates representing the proper number of shares of Acquiror Common Stock or Acquiror New Preferred Stock, if any, and a check in an amount equal to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may 22 be, only upon presentation to the Exchange Agent of a certificate or certificates representing such shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer Taxes associated with such transfer were paid.