Common use of Mechanics of Exchange Clause in Contracts

Mechanics of Exchange. (a) At the Closing, each Shareholder shall deliver to Executone all certificates representing shares of Executone Preferred Stock owned by such Shareholder properly endorsed to Executone, and in exchange therefor Executone will proportionately transfer to the Shareholders (i) all of the outstanding capital stock of Unistar, which shares, as of the date of closing (the "Separation Date") of the Rights Offering, will represent or be converted into 15% of the outstanding shares of Unistar Common Stock (the "Original Issuance"), exclusive of any shares acquired by the Shareholders pursuant to the Standby Agreement, and (ii) all shares of Unistar Series A Preferred Stock (the "Exchange"). No fractional shares of Unistar Common Stock or Unistar Preferred Stock shall be issued. The Shareholders will be entitled to convert the Unistar Preferred Stock into that number of shares of Unistar Common Stock (the "Underlying Shares") such that, when added to the Original Issuance, the Shareholders will own 34% of the Unistar Common Stock, including only the Original Issuance and the Underlying Shares. The Unistar Common Stock and the Unistar Preferred Stock will have the respective designations, relative rights, preferences and limitations set forth in the Certificate of Amendment. All shares of Executone Preferred Stock so exchanged shall be canceled. (b) In the event that a certificate representing shares of Executone Preferred Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Shareholder claiming such certificate to be lost, stolen or destroyed, Unistar shall issue (and Executone shall cause Unistar to issue) in exchange for such lost, stolen or destroyed certificate the consideration deliverable in respect thereof as determined in accordance with Section 3.1(a) hereof. When authorizing such exchange for any lost, stolen or destroyed certificate, the Shareholder to whom the consideration is to be delivered, as a condition precedent to the issuance thereof, shall give Executone a bond satisfactory to Executone in such sum as it may direct or otherwise indemnify Executone in a manner satisfactory to Executone against any claim that may be made against Executone with respect to the certificate alleged to have been lost, stolen or destroyed.

Mechanics of Exchange. (a) At the ClosingEffective Time, each Shareholder Selling Stockholder shall deliver be entitled to Executone all surrender the certificate or certificates representing shares of Executone Preferred Stock owned by such Shareholder properly endorsed to Executone, and in exchange therefor Executone will proportionately transfer that immediately prior to the Shareholders (i) all of Effective Time represented the outstanding capital stock of Unistar, which shares, as of the date of closing (the "Separation Date") of the Rights Offering, will represent or be converted into 15% of the outstanding shares of Unistar Common Stock (the "Original IssuanceCERTIFICATES"), exclusive and that were converted into the right to receive a portion of any shares acquired by the Shareholders pursuant Merger Consideration, to Purchaser for cancellation in exchange for such Selling Stockholder's allocable portion of the Standby Agreement, and (ii) all shares of Unistar Series A Preferred Stock (the "Exchange")Merger Consideration as set forth on SCHEDULE I attached hereto. No fractional shares of Unistar Common Stock or Unistar Preferred Stock It shall be issued. The Shareholders will be entitled to convert a condition of payment that the Unistar Preferred Stock into that number of shares of Unistar Common Stock (the "Underlying Shares") such that, when added to the Original Issuance, the Shareholders will own 34% of the Unistar Common Stock, including only the Original Issuance and the Underlying Shares. The Unistar Common Stock and the Unistar Preferred Stock will have the respective designations, relative rights, preferences and limitations set forth in the Certificate of Amendment. All shares of Executone Preferred Stock Certificates so exchanged surrendered shall be canceledproperly endorsed or otherwise in proper form for transfer to Purchaser. (b) From and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing the Stock set forth on SCHEDULE I attached hereto are presented to the Surviving Corporation for payment, they shall be cancelled and exchanged for the applicable portion of the Merger Consideration in accordance with the procedures set forth in this Section. (c) At or prior to the Effective Time of the Merger, Purchaser shall deliver to the Escrow Agent pursuant to the terms of the Escrow Agreement shares of Purchaser Stock in an aggregate amount equal to the Holdback Amount. (d) In the event that a certificate representing shares of Executone Preferred Stock any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Shareholder Selling Stockholder claiming such certificate Certificate to be lost, stolen or destroyed, Unistar shall Purchaser will issue (and Executone shall or cause Unistar to issue) be issued in exchange for such lost, stolen or destroyed certificate Certificate the consideration deliverable in respect thereof as determined portion of the Merger Consideration for which the shares of Stock represented by the Certificate are exchanged in accordance with this Section 3.1(a) hereof3. When authorizing such issuance in exchange for any losttherefor, stolen or destroyed certificatePurchaser may, the Shareholder to whom the consideration is to be delivered, in its discretion and as a condition precedent to the issuance thereof, shall require such Selling Stockholder to give Executone Purchaser a bond satisfactory to Executone in such sum as it may direct as indemnity, or otherwise indemnify Executone in a manner satisfactory to Executone such other form of indemnity, as it shall reasonably direct, against any claim that may be made against Executone Purchaser with respect to the certificate Certificate alleged to have been lost, stolen or destroyed. (e) Purchaser may, at its option, meet its obligations under this Section 3.2 through a bank or trust company selected by Purchaser to act as exchange agent in connection with the Transactions. (f) If any certificate for Purchaser Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall (i) pay to Purchaser any transfer or other taxes required by reason of the issuance of certificates for such securities in a name other than that of the registered holder of the Certificate surrendered or (ii) establish to the satisfaction of Purchaser that such tax has been paid or is not applicable. (g) Notwithstanding anything in this Agreement to the contrary, neither Purchaser nor any other party hereto shall be liable to a holder of shares of Stock for any portion of the Merger Consideration, or dividend on shares of Purchaser Stock issued as part of the Merger Consideration, or in accordance with Section 3.1 the cash payment for any fractional interests, that (i) is delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein or (ii) has not been claimed by the holder pursuant to the procedures set forth in this Section 3.2 by the second anniversary of the Closing Date.

Mechanics of Exchange. (a) At the Closing, Effective Time each Shareholder PickAx Stockholder shall deliver be entitled to Executone all surrender the certificate or certificates representing shares of Executone Preferred Stock owned by such Shareholder properly endorsed to Executone, and in exchange therefor Executone will proportionately transfer that immediately prior to the Shareholders (i) all of Effective Time represented the outstanding capital stock of Unistar, which shares, as of the date of closing (the "Separation Date") of the Rights Offering, will represent or be converted into 15% of the outstanding shares of Unistar Common PickAx Stock (the "Original IssuanceCertificates"), exclusive of any shares acquired by and which were cancelled and converted into the Shareholders Omnis Stock pursuant to the Standby AgreementSection 3.1 hereof, and (ii) all shares to Omnis in exchange for a stock certificate or certificates representing such stockholder's allocable portion of Unistar Series A Preferred Omnis Stock (the "Exchange")as herein provided. No fractional shares of Unistar Common Stock or Unistar Preferred Stock It shall be issued. The Shareholders will a condition of such exchange that the Certificates so surrendered shall be entitled properly endorsed or otherwise in proper form for transfer to convert Omnis. (j) From and after the Unistar Preferred Effective Time, there shall be no transfers on the stock transfer books of PickAx of the PickAx Stock into that number of shares of Unistar Common Stock (the "Underlying Shares") such that, when added which were outstanding immediately prior to the Original IssuanceEffective Time. If, after the Shareholders will own 34% Effective Time, Certificates formerly representing the PickAx Stock set forth on Schedule I attached hereto are presented to Omnis for payment or for any other purpose, they shall be cancelled and exchanged for the applicable portion of Omnis Stock in accordance with the Unistar Common Stock, including only the Original Issuance and the Underlying Shares. The Unistar Common Stock and the Unistar Preferred Stock will have the respective designations, relative rights, preferences and limitations procedures set forth in the Certificate of Amendment. All shares of Executone Preferred Stock so exchanged shall be canceledthis Section. (bk) In the event that a certificate representing shares of Executone Preferred Stock any Certificate shall have been lost, stolen or destroyed, upon the making of an a bona fide affidavit of that fact by the Shareholder PickAx Stockholder claiming such certificate Certificate to be lost, stolen or destroyed, Unistar shall Omnis will issue (and Executone shall or cause Unistar to issue) be issued in exchange for such lost, stolen or destroyed Certificate a stock certificate or certificates representing the consideration deliverable in respect thereof as determined portion of Omnis Stock for which the shares of PickAx Stock represented by the Certificate have been exchanged in accordance with this Section 3.1(a) hereof3. When authorizing such issuance in exchange for any losttherefor, stolen or destroyed certificateOmnis may, the Shareholder to whom the consideration is to be delivered, in its discretion and as a condition precedent to the issuance thereof, shall require such PickAx Stockholder to give Executone Omnis a bond satisfactory to Executone in such sum as it Omnis may direct as indemnity, or otherwise indemnify Executone in a manner satisfactory to Executone such other form of indemnity, as Omnis shall direct, against any claim that may be made against Executone Omnis with respect to the certificate Certificate alleged to have been lost, stolen or destroyed. (l) Omnis may, at its option, meet its obligations under this Section 3.2 through a bank or trust company selected by Omnis to act as exchange or transfer agent in connection with the Transactions. (m) If any stock certificate for Omnis Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall (i) pay to Omnis any transfer or other taxes required by reason of the issuance of certificates for such securities in a name other than that of the registered holder of the Certificate surrendered, or establish to the satisfaction of Omnis that such tax has been paid or is not applicable; and (ii) provide documentary evidence satisfactory to Omnis or its counsel establishing the right of such person to have such Omnis Stock issued in such name. (n) Notwithstanding any contrary provision of this Agreement, neither Omnis nor any officer or director or agent or employee thereof nor other party hereto shall be liable to a holder of shares of PickAx Stock for any portion of Omnis Stock, or dividends thereon, or in accordance with Section 3.1 hereof the cash payment for any fractional interests, delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein. (o) Each of the Exchange Agent, Omnis and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of PickAx Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Mechanics of Exchange. (a) At the ClosingEffective Time, each Shareholder holder of Atcom Common Stock (each, a "Shareholder") shall deliver be entitled to Executone all surrender the certificate or certificates representing shares of Executone Preferred Stock owned by such Shareholder properly endorsed to Executone, and in exchange therefor Executone will proportionately transfer that immediately prior to the Shareholders (i) all of Effective Time represented the outstanding capital stock of Unistar, which shares, as of the date of closing (the "Separation Date") of the Rights Offering, will represent or be converted into 15% of the outstanding shares of Unistar Atcom Common Stock (the "Original IssuanceCertificates"), exclusive and which were converted into the right to receive a portion of any shares acquired by the Shareholders pursuant Merger Price, to the Standby Agreement, and (ii) all CAIS for cancellation in exchange for shares of Unistar Series A Preferred Stock (the "Exchange"). No fractional shares of Unistar CAIS Common Stock or Unistar Preferred Stock into which such Atcom shares have been converted by virtue of the Merger, less such Shareholder's pro rata portion of the Escrow Amount. It shall be issued. The Shareholders will be entitled to convert a condition of payment that the Unistar Preferred Stock into that number of shares of Unistar Common Stock (the "Underlying Shares") such that, when added to the Original Issuance, the Shareholders will own 34% of the Unistar Common Stock, including only the Original Issuance and the Underlying Shares. The Unistar Common Stock and the Unistar Preferred Stock will have the respective designations, relative rights, preferences and limitations set forth in the Certificate of Amendment. All shares of Executone Preferred Stock Certificates so exchanged surrendered shall be canceledproperly endorsed or otherwise in proper form for transfer to CAIS. (b) From and after the Effective Time, there shall be no transfers on the stock transfer books of Atcom of Atcom Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Atcom Common Stock are presented to the Surviving Corporation for payment, they shall be cancelled and exchanged for the shares of CAIS Common Stock into which the Atcom shares represented thereby were converted in the Merger. (c) At or prior to the Effective Time of the Merger, CAIS shall deliver irrevocably to the Escrow Agent shares of CAIS Common Stock in an aggregate amount equal to the Escrow Amount. (d) In the event that a certificate representing shares of Executone Preferred Stock any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Shareholder claiming such certificate Certificate to be lost, stolen or destroyed, Unistar shall CAIS will issue (and Executone shall or cause Unistar to issue) be issued certificates representing CAIS Common Stock in exchange for such lost, stolen or destroyed certificate the consideration deliverable in respect thereof as determined Certificate in accordance with the conversion ratio set forth in Section 3.1(a) hereof. When authorizing such exchange for any lost, stolen or destroyed certificate, the Shareholder to whom the consideration is to be delivered, as a condition precedent to the issuance thereof, shall give Executone a bond satisfactory to Executone in such sum as it may direct or otherwise indemnify Executone in a manner satisfactory to Executone against any claim that may be made against Executone with respect to the certificate alleged to have been lost, stolen or destroyed2.

Mechanics of Exchange. (a) At the ClosingEffective Time, each Selling Shareholder shall deliver be entitled to Executone all surrender the certificate or certificates representing shares of Executone Preferred Stock owned by such Shareholder properly endorsed to Executone, and in exchange therefor Executone will proportionately transfer that immediately prior to the Shareholders (i) all of Effective Time represented the outstanding capital stock of Unistar, which shares, as of the date of closing (the "Separation Date") of the Rights Offering, will represent or be converted into 15% of the outstanding shares of Unistar Common Stock (the "Original IssuanceCertificates"), exclusive and which were ------------ converted into the right to receive a portion of any shares acquired by the Shareholders pursuant Merger Consideration, to Purchaser for cancellation in exchange for such Selling Shareholder's allocable portion of the Merger Consideration as set forth on Schedule I attached hereto, less such Selling Shareholder's pro rata portion of the Holdback Amount. It shall be a condition of payment that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to the Standby Agreement, and (ii) all shares of Unistar Series A Preferred Stock (the "Exchange"). No fractional shares of Unistar Common Stock or Unistar Preferred Stock shall be issued. The Shareholders will be entitled to convert the Unistar Preferred Stock into that number of shares of Unistar Common Stock (the "Underlying Shares") such that, when added to the Original Issuance, the Shareholders will own 34% of the Unistar Common Stock, including only the Original Issuance and the Underlying Shares. The Unistar Common Stock and the Unistar Preferred Stock will have the respective designations, relative rights, preferences and limitations set forth in the Certificate of Amendment. All shares of Executone Preferred Stock so exchanged shall be canceledPurchaser. (b) From and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing the Stock set forth on Schedule I attached hereto are presented to the Surviving Corporation for payment, they shall be cancelled and exchanged for the applicable portion of the Merger Consideration in accordance with the procedures set forth in this Section. (c) At or prior to the Effective Time of the Merger, Purchaser shall deliver irrevocably to the Escrow Agent shares of Purchaser Stock in an aggregate amount equal to the Holdback Amount. (d) In the event that a certificate representing shares of Executone Preferred Stock any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Selling Shareholder claiming such certificate Certificate to be lost, stolen or destroyed, Unistar shall Purchaser will issue (and Executone shall or cause Unistar to issue) be issued in exchange for such lost, stolen or destroyed certificate Certificate the consideration deliverable in respect thereof as determined portion of the Merger Consideration for which the shares of Stock represented by the Certificate are exchanged in accordance with this Section 3.1(a) hereof3. When authorizing such issuance in exchange for any losttherefor, stolen or destroyed certificatePurchaser may, the Shareholder to whom the consideration is to be delivered, in its discretion and as a condition precedent to the issuance thereof, shall require such Selling Shareholder to give Executone Purchaser a bond satisfactory to Executone in such sum as it may direct as indemnity, or otherwise indemnify Executone in a manner satisfactory to Executone such other form of indemnity, as it shall direct, against any claim that may be made against Executone Purchaser with respect to the certificate Certificate alleged to have been lost, stolen or destroyed. (e) Purchaser may, at its option, meet its obligations under this Section 3.2 through a bank or trust company selected by Purchaser to act as exchange agent in connection with the Transactions. (f) If any certificate for Purchaser Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall (i) pay to Purchaser any transfer or other taxes required by reason of the issuance of certificates for such securities in a name other than that of the registered holder of the Certificate surrendered, or (ii) establish to the satisfaction of Purchaser that such tax has been paid or is not applicable. (g) Notwithstanding anything in this Agreement to the contrary, neither Purchaser nor any other party hereto shall be liable to a holder of shares of Stock for any portion of the Merger Consideration, or dividend on shares of Purchaser Stock issued as part of the Merger Consideration, or in accordance with Section 3.1 the cash payment for any fractional interests, delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein.

Mechanics of Exchange. (a) At On the ClosingClosing Date, each Selling Shareholder shall deliver receive a letter of transmittal instructing the Selling Shareholder how to Executone all exchange his or her Company Common Stock for Purchaser Stock. On the first business day following the Effective Time, each Selling Shareholder shall surrender the certificate or certificates representing shares of Executone Preferred Stock owned by such Shareholder properly endorsed to Executone, and in exchange therefor Executone will proportionately transfer to the Shareholders (i) all of the outstanding capital stock of Unistar, which shares, as of the date of closing (the "Separation Date") of the Rights Offering, will represent or be converted into 15% of the outstanding shares of Unistar evidencing Company Common Stock (the "Original IssuanceCERTIFICATES"), exclusive of any shares acquired by the Shareholders pursuant ) to the Standby AgreementPurchaser for cancellation in exchange for such Selling Shareholder's allocable portion of the Merger Consideration, and (ii) all shares less such Selling Shareholder's pro rata portion of Unistar Series A Preferred Stock (the "Exchange")Holdback Amount. No fractional shares of Unistar Common Stock or Unistar Preferred Stock It shall be issued. The Shareholders will a condition of payment that the Certificates so surrendered shall be entitled to convert the Unistar Preferred Stock into that number of shares of Unistar Common Stock (the "Underlying Shares") such that, when added properly endorsed or otherwise in proper form for transfer to the Original Issuance, the Shareholders will own 34% of the Unistar Common Stock, including only the Original Issuance and the Underlying Shares. The Unistar Common Stock and the Unistar Preferred Stock will have the respective designations, relative rights, preferences and limitations set forth in the Certificate of Amendment. All shares of Executone Preferred Stock so exchanged shall be canceledPurchaser. (b) From and after the Closing Date, there shall be no transfers on the stock transfer books of the Company of Company Common Stock. If, after the Effective Time, Certificates formerly representing Company Common Stock set forth on Schedule I are presented to the Surviving Corporation for payment, they shall be cancelled and exchanged for the applicable portion of the Merger Consideration in accordance with the procedures set forth in this section. (c) At or prior to the Effective Time, the Purchaser shall deliver irrevocably to the Escrow Agent shares of Purchaser Stock in an aggregate amount equal to the Holdback Amount. (d) In the event that a certificate representing shares of Executone Preferred Stock any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Selling Shareholder claiming such certificate Certificate to be lost, stolen or destroyed, Unistar shall the Purchaser will issue (and Executone shall or cause Unistar to issue) be issued in exchange for such lost, stolen or destroyed certificate Certificate the consideration deliverable in respect thereof as determined portion of the Merger Consideration for which the shares of Company Common Stock represented by the Certificate are exchanged in accordance with this Section 3.1(a) hereof3. When authorizing such issuance in exchange for any lost, stolen or destroyed certificatetherefor, the Shareholder to whom the consideration is to be deliveredPurchaser may, in its discretion and as a condition precedent to the issuance thereof, shall require such Selling Shareholder to give Executone the Purchaser a bond satisfactory to Executone in such sum as it may direct as indemnity, or otherwise indemnify Executone in a manner satisfactory to Executone such other form of indemnity as it may direct, against any claim that may be made against Executone the Purchaser with respect to the certificate Certificate alleged to have been lost, stolen or destroyed. (e) The Purchaser may, at its option, meet its obligations under this Section 3.3 through a bank or trust company selected by the Purchaser to act as exchange agent in connection with the Transactions. (f) If any certificate for Purchaser Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall (i) pay to the Purchaser any transfer or other taxes required by reason of the issuance of certificates for such securities in a name other than that of the registered holder of the Certificate surrendered, or (ii) establish to the satisfaction of the Purchaser that such taxes have been paid or are not applicable. (g) Notwithstanding anything in this Agreement to the contrary, neither the Purchaser nor any other party hereto shall be liable to a holder of shares of Company Common Stock for any portion of the Merger Consideration, or dividend on shares of Purchaser Stock issued as part of the Merger Consideration, or in accordance with Section 3.1, the cash payment for any fractional interests, delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein.

Mechanics of Exchange. (a) At As of the ClosingEffective Time, each Shareholder Holder shall deliver be entitled to Executone all certificates representing shares of Executone Preferred Stock owned by such Shareholder properly endorsed to Executonesurrender the certificate or certificates, and in exchange therefor Executone will proportionately transfer which immediately prior to the Shareholders (i) all of Effective Time represented the outstanding capital stock of Unistar, which shares, as of the date of closing (the "Separation Date") of the Rights Offering, will represent or be converted into 15% of the outstanding shares of Unistar Common Stock (the "Original IssuanceCertificates"), exclusive to the Purchaser on behalf of any shares acquired the Surviving Corporation for cancellation in exchange for such Holder's allocable portion of the Merger Consideration, fifteen percent (15%) of which Merger Consideration shall be deposited with the Escrow Agent as provided in Section 1.5. It shall be a condition of delivery of the Merger Consideration that (i) the Certificates surrendered by the Shareholders pursuant to Holders shall be in proper form for cancellation by the Standby Agreement, Purchaser and (ii) the Holders shall have provided the Purchaser with evidence that all shares of Unistar Series A Preferred Stock (the "Exchange"). No fractional shares of Unistar Common Stock transfer or Unistar Preferred Stock shall be issued. The Shareholders will be entitled to convert the Unistar Preferred Stock into that number of shares of Unistar Common Stock (the "Underlying Shares") such that, when added to the Original Issuance, the Shareholders will own 34% similar Taxes required by reason of the Unistar Common Stocksurrender of such Holder's Certificates, including only the Original Issuance and the Underlying Shares. The Unistar Common Stock and the Unistar Preferred Stock will if any, have the respective designations, relative rights, preferences and limitations set forth in the Certificate of Amendment. All shares of Executone Preferred Stock so exchanged shall be canceledbeen paid by such Holders. (b) In From and after the event that a certificate Effective Time, there shall be no transfers of the Stock on the stock transfer books of the Company. If, after the Effective Time, Certificates formerly representing the Stock are presented to the Purchaser for payment, they shall be cancelled and exchanged for the applicable portion of the Merger Consideration in accordance with the procedures set forth in this Section. (c) At or prior to the Effective Time of the Merger, Purchaser shall deliver to the Escrow Agent shares of Executone Preferred Purchaser Stock in an aggregate amount equal to the Holdback Amount. (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Shareholder Holder thereof claiming such certificate Certificate to be lost, stolen or destroyed, Unistar shall the Purchaser will issue (and Executone shall or cause Unistar to issue) be issued in exchange for such lost, stolen or destroyed certificate Certificate the consideration deliverable in respect thereof as determined portion of the Merger Consideration for which the shares of Stock represented by the Certificate are exchangeable in accordance with this Section 3.1(a) hereof3. When authorizing such issuance in exchange for any lost, stolen or destroyed certificatetherefor, the Shareholder to whom the consideration is to be deliveredPurchaser may, in its discretion and as a condition precedent to the issuance thereof, shall require the Holder to give Executone the Purchaser a bond satisfactory to Executone in such sum as it may direct as indemnity, or otherwise indemnify Executone in a manner satisfactory to Executone such other form of indemnity, as it shall direct, against any claim that may be made against Executone the Purchaser with respect to the certificate Certificate alleged to have been lost, stolen or destroyed. (e) The Purchaser and the Surviving Corporation may, at their option, appoint a bank or trust company selected by the Purchaser to act as exchange agent in connection with the Transactions. (f) If any certificate for Purchaser Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall (i) pay to the Purchaser any transfer or other Taxes required by reason of the issuance of certificates for such securities in a name other than that of the registered holder of the Certificate surrendered, or (ii) establish to the satisfaction of the Purchaser that such Tax has been paid or is not applicable. (g) Notwithstanding anything in this Agreement to the contrary, neither the Purchaser nor any other party hereto shall be liable to a holder of shares of Stock for any portion of the Merger Consideration, or dividend on shares of Purchaser Stock issued as part of the Merger Consideration, delivered to a public official pursuant to applicable escheat laws following the passage of time specified therein.