Common use of Payment and Costs Clause in Contracts

Payment and Costs. When the value is so determined, the Norfolk Superior Court will direct payment by the Surviving Corporation of such value, with interest thereon, if any, as the Norfolk Superior Court determines, to the stockholders entitled to receive the same upon surrender to the Surviving Corporation by such stockholders of the Certificates representing their shares of Instron Common Stock. The cost of the appraisal proceeding (other than attorneys' and experts' fees) and the reasonable compensation and expenses of any master appointed by the Norfolk Superior Court may be apportioned in such manner as appears to the Norfolk Superior Court to be equitable; however, all costs of giving notice to the dissenting stockholders entitled to notice of the filing of such an action will be paid by the Surviving Corporation. Exclusive Remedy; Exception. The MBCL provides that the enforcement by a stockholder of appraisal rights pursuant to the procedure summarized above is such stockholder's exclusive remedy, except that this does not exclude the right of such stockholder to maintain an appropriate proceeding to obtain relief on the ground that such corporate action will be or is illegal or fraudulent as to such stockholder. In addition, under Massachusetts law dissenting stockholders may not be limited to the statutory remedy of judicial appraisal where violations of fiduciary duty are found. Furthermore, dissenting stockholders may seek remedies under the federal securities laws. ANY INSTRON STOCKHOLDER WHO DESIRES TO EXERCISE APPRAISAL RIGHTS SHOULD CAREFULLY REVIEW THE MBCL AND IS ADVISED TO CONSULT SUCH STOCKHOLDER'S LEGAL ADVISOR BEFORE EXERCISING OR ATTEMPTING TO EXERCISE SUCH RIGHTS. REGULATORY APPROVALS Instron is required to make filings with or obtain approvals from certain United States antitrust regulatory authorities in connection with the Merger. These consents and approvals include the approval of the United States Federal Trade Commission and the Department of Justice. An application and notice was filed with the Federal Trade Commission and the Department of Justice and the applicable waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, expired on June 21, 1999.