Common use of Procedure for Exchange Clause in Contracts

Procedure for Exchange. Immediately following the Effective Time, Parent shall deliver to the Stockholder, other than Parent or any subsidiary of Parent, of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (each, an "Old Certificate") a certificate (a "New Certificate") representing that number of Merger Shares (other than the Escrow Shares) which such holder has the right to receive pursuant to Section 2.1(c)(i) with respect to such Old Certificate against receipt by Parent of (i) such Old Certificate for cancellation and (ii) an executed letter of transmittal, and the Old Certificate so surrendered shall forthwith be canceled (the certificates representing the Escrow Shares having therefore been deposited on behalf of the Stockholder into escrow as contemplated by Section 2.2(b) hereof). In the event of a transfer of ownership of shares of Company Common Stock which is not registered on the transfer records of the Company, a New Certificate representing the proper number of shares of Parent Preferred Stock may be issued to a transferee if the Old Certificate representing such Company Common Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender, New Certificates representing Merger Shares (other than the Escrow Shares) as contemplated by Section 2.1(c)(i), without interest. All Escrow Shares shall be held by, and distributed in accordance with, the terms and provisions of the Escrow Agreement.

Procedure for Exchange. Immediately following the Effective Time, Parent Purchaser shall deliver to the Stockholdereach holder of record, other than Parent the Company or any subsidiary of Parentthe Company and Purchaser or any subsidiary of Purchaser, of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (each, an "Old Certificate") a certificate (a "New Certificate") representing that number of Merger Shares (other than the Escrow Shares) which such holder has the right to receive receive, if any, pursuant to Section 2.1(c)(i) with respect to such Old Certificate against receipt by Parent Purchaser of (i) such Old Certificate for cancellation and (ii) an executed letter of transmittal, and the Old Certificate so surrendered shall forthwith be canceled (the certificates representing the Escrow Shares having therefore theretofore been deposited on behalf of the Stockholder into escrow as contemplated by Section 2.2(b2.2(a) hereof). In the event of a transfer of ownership of shares of Company Common Stock which is not registered on the transfer records of the Company, a New Certificate representing the proper number of shares of Parent Preferred Purchaser Common Stock may be issued to a transferee if the Old Certificate representing such Company Common Stock is presented to ParentPurchaser, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender, New Certificates representing Merger Shares (other than the Escrow Shares) as contemplated by Section 2.1(c)(i), without interest. All Escrow Shares shall be held by, and distributed in accordance with, the terms and provisions of the Escrow Agreement.

Procedure for Exchange. Immediately following the Effective Time, Parent shall deliver to the Stockholder, other than Parent or any subsidiary each holder of Parent, record of a certificate or certificates (each, an "Old Certificate") which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock certificates (each, an "Old Certificate") a certificate (a "New CertificateCertificates") representing that number of Merger Shares (other than the Escrow Escrowed Shares) which such holder has the right to receive pursuant to Section 2.1(c)(i2.1(d)(i) with respect to such Old Certificate against receipt by Parent of (i) such Old Certificate for cancellation and (ii) an executed letter of transmittal, and the Old Certificate so surrendered shall forthwith be canceled cancelled (the certificates representing the Escrow Escrowed Shares having therefore concurrently been deposited on behalf of the Stockholder Stockholders into escrow as contemplated by Section 2.2(b) hereof). In the event of a transfer of ownership of shares of Company Common Stock which is not registered on the transfer records of the Company, a New Certificate Certificates representing the proper number of shares of Parent Preferred Common Stock may be issued to a transferee if the Old Certificate representing such Company Common Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock or other transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender, surrender New Certificates representing the Merger Shares (other than the Escrow Escrowed Shares) as contemplated by Section 2.1(c)(i2.1(d)(i), and such Stockholders portion of the Per Share Cash Payment, without interest, as contemplated by Section 2(d)(ii). All Escrow Escrowed Shares shall be held by, and distributed in accordance with, the terms and provisions of the Escrow Agreement.

Procedure for Exchange. Immediately following At the Effective TimeClosing, Parent Alloy shall deliver to the Stockholder, other than Parent each Stockholder in exchange for each Company Certificate or any subsidiary affidavit of Parent, of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock loss thereof tendered by such Stockholder (each, an "Old Certificate"1) a certificate (a the "New Alloy Certificate") representing that number of Merger Shares (other than that the Escrow Shares) which such holder Stockholder has the right to receive pursuant to Section 2.1(c)(i2.1(a) with respect to such Old Company Certificate, less the Escrow Shares attributable to such Company Certificate against determined as set forth in this Section 2.2 and the Escrow Agreement, (2) a Warrant representing the portion of the Total Warrant Share Amount, if any, that the Stockholder has the right to receive pursuant to Section 2.1(a), and (3) such amount of the Closing Cash Payment that the Stockholder has the right to receive pursuant to Section 2.1(a) after receipt by Parent Alloy of (i) such Old Company Certificate for cancellation cancellation, together with such other documents as may be reasonably required by Alloy and (ii) an executed letter of transmittal, in which, among other things, such holder agrees to be bound by Section 7.2(b) and any other applicable restrictions on transfer of the Merger Shares represented by such Alloy Certificate, together with such other documents as may be reasonably required by Alloy, and the Old Company Certificate so surrendered shall forthwith be canceled (the certificates representing the Escrow Shares having therefore been deposited on behalf of the Stockholder into escrow as contemplated by Section 2.2(b) hereof). In the event of a transfer of ownership of shares of Company Common Stock which is not registered on the transfer records of the Company, a New Certificate representing the proper number of shares of Parent Preferred Stock may be issued to a transferee if the Old Certificate representing such Company Common Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock or other transfer taxes have been paidcancelled. Until surrendered as contemplated by this Section 2.2, each Old Company Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender, New Certificates representing Merger Shares (other than the Escrow Shares) as contemplated Per Share Consideration for each share of Company Common Stock evidenced by Section 2.1(c)(i)such Company Certificate, without interest. All Escrow Shares shall be held byby the Escrow Agent, and distributed solely in accordance with, the terms and provisions of the Escrow Agreement.