Payment and Surrender Sample Clauses

Payment and Surrender. (a) Prior to the Closing, the Company shall distribute (i) to each holder of Capital Stock a letter of transmittal in the form attached as Exhibit B hereto, which shall include a customary release of Buyer, the Company, the Surviving Corporation, the Company Subsidiaries and the Buyer Related Parties and an agreement to be bound by the terms of this Agreement (including the indemnification obligations set forth in Article VIII) (a “Letter of Transmittal”), for use in surrendering the stock certificates evidencing the shares of Capital Stock (each, a “Certificate”) and (ii) to each holder of Company Options a stock option cancellation agreement in the form attached hereto as Exhibit C (an “Option Cancellation Agreement”) terminating and cancelling all Company Options held by such holder in exchange for the payments, if any, owed in respect thereof described in this Section 2.6 (together with the Letter of Transmittal, a “Transmittal Document”) in exchange for the payments, if any, provided for in this Agreement. Each Seller that has properly completed, executed and delivered (x) to U.S. Bank National Association or another paying agent mutually acceptable to Buyer and the Company (the “Payment Agent”) the Letter of Transmittal, an IRS Form W-8 or W-9, as appropriate, and the Certificate(s) evidencing such Seller’s shares of Capital Stock, if any (or in lieu thereof an affidavit of loss and indemnity agreement pursuant to Section 2.6.2(h)) or (y) to the Company or the Surviving Corporation the Option Cancellation Agreement and an IRS Form W-8 or W-9, as appropriate, shall in each case be entitled to receive the consideration specified in Section 2.6.1 with respect thereto and in accordance with the terms hereof. If payment or delivery is to be made to a Person other than the Person in whose name a Certificate so surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that the signatures on the Certificate or any related stock power shall be properly guaranteed and that the Person requesting such payment either pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate so surrendered or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. (b) The “Initial Distribution” shall be equal to (i) the Initial Merger Consideration, m...