Common use of Mechanics of Payment of Consideration Clause in Contracts

Mechanics of Payment of Consideration. (a) Surrender of Certificates pursuant to Section 2.2(b). Within five business days after the Effective Time of the Merger, the Exchange Agent shall deliver to each of the PSFC Record Holders who have not previously submitted properly completed Election Forms, accompanied by all certificates (or other appropriate documentation) in respect of all shares of PSFC Common Stock held of record by such PSFC Record Holders, such materials and information deemed necessary by the Exchange Agent to advise the PSFC Record Holders of the procedures required for proper surrender of their certificates evidencing and representing shares of the PSFC Common Stock in order for the PSFC Record Holders to receive the Consideration to which they are entitled as provided herein. Such materials shall include, without limitation, a Letter of Transmittal, an Instruction Sheet, and a return mailing envelope addressed to the Exchange Agent (collectively the "Shareholder Materials"). All Shareholder Materials shall be sent by United States mail to the PSFC Record Holders at the addresses set forth on a certified shareholder list to be delivered by PSFC to Emclaire at the Closing (the "Shareholder List"). Emclaire shall also make appropriate provisions with the Exchange Agent to enable PSFC Record Holders to obtain the Shareholder Materials from, and to deliver the certificates formerly representing shares of PSFC Common Stock to, the Exchange Agent in person, commencing on or not later than the second business day following the Closing Date. Upon receipt of the appropriate Shareholder Materials, together with the certificates formerly evidencing and representing all of the shares of PSFC Common Stock which were validly held of record by such holder, the Exchange Agent shall take prompt action to process such certificates formerly evidencing and representing shares of PSFC Common Stock received by it (including the prompt return of any defective submissions with instructions as to those actions which may be necessary to remedy any defects) and to mail to the former PSFC Record Holders in exchange for the certificate(s) surrendered by them, the Consideration to be issued or paid for each such PSFC Record Holder's shares pursuant to the terms hereof. After the Effective Time of the Merger and until properly surrendered to the Exchange Agent, each outstanding certificate or certificates which formerly evidenced and represented the shares of PSFC Common Stock of a PSFC Record Holder, subject to the provisions of this Section, shall be deemed for all corporate purposes to represent and evidence only the right to receive the Consideration into which such PSFC Record Holder's shares of PSFC Common Stock were converted and aggregated at the Effective Time of the Merger. Unless and until the outstanding certificate or certificates, which immediately prior to the Effective Time of the Merger evidenced and represented the PSFC Record Holder's PSFC Common Stock shall have been properly surrendered as provided above, the Consideration issued or payable to the PSFC Record Holder(s) of the canceled shares as of any time after the Effective Date of the Merger shall not be paid to the PSFC Record Holder(s) of such certificate(s) until such certificates shall have been surrendered in the manner required. Each PSFC Record Holder will be responsible for all federal, state and local taxes which may be incurred by him on account of his receipt of the Consideration to be paid in the Merger. The PSFC Record Holder(s) of any certificate(s) which shall have been lost or destroyed may nevertheless, subject to the provisions of this Article, receive the Consideration to which each such PSFC Record Holder is entitled, provided that each such PSFC Record Holder shall deliver to Emclaire and to the Exchange Agent: (i) a sworn statement certifying such loss or destruction and specifying the circumstances thereof and (ii) a lost instrument bond in form satisfactory to Emclaire and the Exchange Agent which has been duly executed by a corporate surety satisfactory to Emclaire and the Exchange Agent, indemnifying the Surviving Corporation, Emclaire, the Exchange Agent (and their respective successors) to their satisfaction against any loss or expense which any of them may incur as a result of such lost or destroyed certificates being thereafter presented. Any costs or expenses which may arise from such replacement procedure, including the premium on the lost instrument bond, shall be paid by the PSFC Record Holder.

Mechanics of Payment of Consideration. (a) Surrender of Certificates pursuant Pursuant to Section 2.2(b). Within five business days after the Effective Time of the Merger, the Exchange Agent shall deliver to each of the PSFC Record Holders who have not previously submitted properly completed Election Forms, accompanied by all certificates (or other appropriate documentation) in respect of all shares of PSFC Common Stock held of record by such PSFC Record Holders, such materials and information deemed necessary by the Exchange Agent to advise the PSFC Record Holders of the procedures required for proper surrender of their certificates evidencing and representing shares of the PSFC Common Stock in order for the PSFC Record Holders to receive the Consideration to which they are entitled as provided herein. Such materials shall include, without limitation, a Letter of Transmittal, an Instruction Sheet, and a return mailing envelope addressed to the Exchange Agent (collectively the "Shareholder Materials"). All Shareholder Materials shall be sent by United States mail to the PSFC Record Holders at the addresses set forth on a certified shareholder list to be delivered by PSFC to Emclaire at the Closing (the "Shareholder List"). Emclaire shall deposit with the Exchange Agent sufficient certificates representing Emclaire Common Stock and cash to enable the Exchange Agent to distribute the Merger Consideration as determined pursuant to this Reorganization Agreement. Emclaire shall also make appropriate provisions with the Exchange Agent to enable PSFC Record Holders to obtain the Shareholder Materials from, and to deliver the certificates formerly representing shares of PSFC Common Stock to, the Exchange Agent in person, commencing on or not later than the second business day following the Closing Date. Upon receipt of the appropriate Shareholder Materials, together with the certificates formerly evidencing and representing all of the shares of PSFC Common Stock which were validly held of record by such holder, the Exchange Agent shall take prompt action to process such certificates formerly evidencing and representing shares of PSFC Common Stock received by it (including the prompt return of any defective submissions with instructions as to those actions which may be necessary to remedy any defects) and to mail to the former PSFC Record Holders in exchange for the certificate(s) surrendered by them, the Consideration to be issued or paid for each such PSFC Record Holder's shares pursuant to the terms hereof. After the Effective Time of the Merger and until properly surrendered to the Exchange Agent, each outstanding certificate or certificates which formerly evidenced and represented the shares of PSFC Common Stock of a PSFC Record Holder, subject to the provisions of this Section, shall be deemed for all corporate purposes to represent and evidence only the right to receive the Consideration into which such PSFC Record Holder's shares of PSFC Common Stock were converted and aggregated at the Effective Time of the Merger. Unless and until the outstanding certificate or certificates, which immediately prior to the Effective Time of the Merger evidenced and represented the PSFC Record Holder's PSFC Common Stock shall have been properly surrendered as provided above, the Consideration issued or payable to the PSFC Record Holder(s) of the canceled shares as of any time after the Effective Date of the Merger shall not be paid to the PSFC Record Holder(s) of such certificate(s) until such certificates shall have been surrendered in the manner required. Each PSFC Record Holder will be responsible for all federal, state and local taxes which may be incurred by him on account of his receipt of the Consideration to be paid in the Merger. The PSFC Record Holder(s) of any certificate(s) which shall have been lost or destroyed may nevertheless, subject to the provisions of this Article, receive the Consideration to which each such PSFC Record Holder is entitled, provided that each such PSFC Record Holder shall deliver to Emclaire and to the Exchange Agent: (i) a sworn statement certifying such loss or destruction and specifying the circumstances thereof and (ii) a lost instrument bond in form satisfactory to Emclaire and the Exchange Agent which has been duly executed by a corporate surety satisfactory to Emclaire and the Exchange Agent, indemnifying the Surviving Corporation, Emclaire, the Exchange Agent (and their respective successors) to their satisfaction against any loss or expense which any of them may incur as a result of such lost or destroyed certificates being thereafter presented. Any costs or expenses which may arise from such replacement procedure, including the premium on the lost instrument bond, shall be paid by the PSFC Record Holder.