Common use of Surrender and Exchange of Securities Clause in Contracts

Surrender and Exchange of Securities. (a) As soon as practicable after the Merger Effective Time and upon (i) surrender of a certificate or certificates representing the Company Shares that were outstanding immediately prior to the Merger Effective Time to Parent (or, in case such certificates shall be lost, stolen or destroyed, an affidavit of that fact by the holder thereof) (each a “Certificate”) and (ii) delivery to Parent of an executed Letter of Transmittal (as described in Section 5.7), Parent shall deliver to the record holder of the Company Shares surrendering such certificate or certificates, a certificate or certificates (or evidence of shares in book-entry form) registered in the name of such shareholder representing the number of shares of Parent Common Stock to which such holder is entitled under Section 2.5, including any cash paid in lieu of any fractional shares pursuant to Section 2.6(c). In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, a certificate (or evidence of shares in book-entry form) representing the proper number of whole shares of Parent Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon delivery by the holder thereof at the Closing, such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such issuance shall have paid any transfer and other Taxes required by reason of the issuance of shares of Parent Common Stock to a Person other than the registered holder of such Certificate or shall have established to the reasonable satisfaction of Parent that such Tax either has been paid or is not applicable. As of the Merger Effective Time, each Company Share issued and outstanding immediately prior to the Merger Effective Time shall no longer be outstanding and shall automatically be canceled and retired and until the certificate or certificates evidencing such shares are surrendered, each certificate that immediately prior to the Merger Effective Time represented any outstanding Company Share shall be deemed at and after the Merger Effective Time to represent only the right to receive upon surrender as aforesaid the consideration specified in Section 2.5 for the holder thereof.

Surrender and Exchange of Securities. (a) As soon as practicable At or after the Merger Effective Time Time, upon surrender by the CFG Shareholders and the CA Shareholders of their respective Certificates for cancellation to the Company, together with any other required documents, and upon evidence that the Option Holders and Warrant Holders have executed the Option Termination Agreement or the Warrant Termination Agreement, as applicable, the CFG Shareholders, the CA Shareholders, the Option Holders and the Individual Warrant Holders shall receive (i) surrender certificates of a certificate or certificates Company Common Stock representing the number of whole shares of Company Shares that were outstanding immediately prior Common Stock into which shares of CFG Stock or CA Common Stock, as the case may be, have been converted in accordance with Section 4.01(b) or Section 4.01(d), as the case may be, or such number of shares of Company Common Stock as each Option Holder or Individual Warrant Holder is entitled to under Section 4.01(c) hereof, as the Merger Effective Time to Parent (orcase may be, in case such certificates shall be lost, stolen or destroyed, an affidavit of that fact by the holder thereof) (each a “Certificate”) and (ii) delivery cash in lieu of fractional shares as contemplated by Section 4.03, and all Certificates, Options and Warrants so surrendered shall forthwith be canceled, and the Institutional Warrant Holders shall receive the cash referred to Parent of an executed Letter of Transmittal (as described in Section 5.7)4.01. Until surrendered or exchanged, Parent shall deliver the outstanding Certificates, Options and Warrants shall, upon and after the Effective Time, be deemed for all purposes (other than to the record holder of the Company Shares surrendering such certificate or certificates, a certificate or certificates (or evidence of shares in book-entry form) registered extent provided in the name following sentence) to evidence ownership of such shareholder representing the number of shares of Parent Company Common Stock to into which such holder is entitled under Section 2.5CFG Stock, including any cash paid in lieu of any fractional shares Options, Warrants, or CA Common Stock, as the case may be, has been converted pursuant to Section 2.6(c). In 4.01 hereof and the event other rights contemplated in the preceding sentence; provided, however, that no dividends or other distributions, if any, in respect of a transfer of ownership such shares of Company Shares that is not registered in Common Stock, declared after the transfer records Effective Time and payable to holders of record after the CompanyEffective Time, a certificate (or evidence of shares in book-entry form) representing the proper number of whole shares of Parent Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon delivery by the holder thereof at the Closing, such Certificate shall be properly endorsed paid to the holders of any unsurrendered Certificates, Options or shall otherwise Warrants until such Certificates, Options or Warrants are surrendered. Subject to applicable law, after the surrender and exchange of Certificates, Options or Warrants the record holders thereof will be in proper form for transfer and entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the Person requesting such issuance shall have paid any transfer and other Taxes required by reason of the issuance number of shares of Parent Company Common Stock for which such Certificate, Option or Warrant was exchangeable. Holders of any unsurrendered Certificates, Options or Warrants shall not be entitled to a Person other than the registered holder of such Certificate or shall have established vote with respect to the reasonable satisfaction of Parent Company Common Stock that such Tax either has been paid or is not applicable. As of the Merger Effective Time, each Company Share issued and outstanding immediately prior to the Merger Effective Time shall no longer they may be outstanding and shall automatically be canceled and retired and until the certificate or certificates evidencing such shares are surrendered, each certificate that immediately prior to the Merger Effective Time represented any outstanding Company Share shall be deemed at and after the Merger Effective Time to represent only the right entitled to receive upon surrender as aforesaid the consideration specified in until such unsurrendered Certificates are exchanged pursuant to this Section 2.5 for the holder thereof4.02.

Surrender and Exchange of Securities. (a) As soon as practicable after the Merger Effective Time Date and upon (i) surrender of a certificate or certificates representing the Company Shen Kun Shares that were outstanding immediately prior to the Merger Effective Time to Parent (or, in case such certificates shall be lost, stolen or destroyed, an affidavit of that fact by the holder thereof) (each a “Certificate”) and (ii) delivery to Parent of an executed Letter of Transmittal (as described in Section 5.7), Parent shall deliver to the record holder shareholder of the Company Shen Kun Shares surrendering such certificate or certificates, a certificate or certificates (or evidence of shares in book-entry form) registered in the name of such shareholder representing the number of shares of Parent Common Stock to which such holder is entitled under Section 2.5, including any cash paid in lieu of any fractional shares pursuant to Section 2.6(c2.5(b). In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, a certificate (or evidence of shares in book-entry form) representing the proper number of whole shares of Parent Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon delivery by the holder thereof at the Closing, such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such issuance shall have paid any transfer and other Taxes required by reason of the issuance of shares of Parent Common Stock to a Person other than the registered holder of such Certificate or shall have established to the reasonable satisfaction of Parent that such Tax either has been paid or is not applicable. As of At the Merger Effective TimeDate, each Company Shen Kun Share issued and outstanding immediately prior to the Merger Effective Time shall no longer be outstanding and but shall have automatically be upon registration of the Articles o f Merger with the Registrar of Corporate Affairs, been canceled and retired but available for reissue and until the certificate or certificates evidencing such shares are surrendered, each certificate that immediately prior to the Merger Effective Time represented any outstanding Company Shen Kun Share shall be deemed at and after the Merger Effective Time Date to represent only the right to receive upon surrender as aforesaid the consideration specified in Section 2.5 2.5(b) for the holder thereof. (b) All shares of Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms of this Article II shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the Shen Kun Shares previously represented by such Certificates, and at the Merger Effective Date, the share transfer books of Shen Kun shall be closed and thereafter there shall be no further registration of transfers on the share transfer books of the Surviving Corporation of the Shen Kun Shares that were outstanding immediately prior to the Merger Effective Date. At the Merger Effective Date, the holders of Certificates that evidenced ownership of the Shen Kun Shares outstanding immediately prior to the Merger shall have ceased to have any rights with respect to such shares, except as otherwise provided for herein or by applicable law. (c) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, upon the written agreement by such Person to indemnify Parent and the Surviving Corporation against any claim that may be made against it with respect to such Certificate, Parent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Shares pursuant to this Agreement. (d) Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto or the Surviving Corporation shall be liable to any Person in respect of any shares of Common Stock (or dividends or other distributions with respect thereto) or cash in lieu of any fractional shares of Common Stock, in each case required to be delivered and delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Surrender and Exchange of Securities. (a) As soon as practicable after the Merger Effective Time Date and upon (i) surrender of a certificate or certificates representing the Company Qinba Shares that were outstanding immediately prior to the Merger Effective Time to Parent (or, in case such certificates shall be lost, stolen or destroyed, an affidavit of that fact by the holder thereof) (each a “Certificate”) and (ii) delivery to Parent of an executed Letter of Transmittal (as described in Section 5.7), Parent shall deliver to the record holder shareholder of the Company Qinba Shares surrendering such certificate or certificates, a certificate or certificates (or evidence of shares in book-entry form) registered in the name of such shareholder representing the number of shares of Parent Common Stock to which such holder is entitled under Section 2.5, including any cash paid in lieu of any fractional shares pursuant to Section 2.6(c2.5(b). In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, a certificate (or evidence of shares in book-entry form) representing the proper number of whole shares of Parent Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon delivery by the holder thereof at the Closing, such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such issuance shall have paid any transfer and other Taxes required by reason of the issuance of shares of Parent Common Stock to a Person other than the registered holder of such Certificate or shall have established to the reasonable satisfaction of Parent that such Tax either has been paid or is not applicable. As of At the Merger Effective TimeDate, each Company Qinba Share issued and outstanding immediately prior to the Merger Effective Time shall no longer be outstanding and but shall have automatically be upon registration of the Certificate of Merger with the Secretary of State of Delaware, been canceled and retired but available for reissue and until the certificate or certificates evidencing such shares are surrendered, each certificate that immediately prior to the Merger Effective Time represented any outstanding Company Qinba Share shall be deemed at and after the Merger Effective Time Date to represent only the right to receive upon surrender as aforesaid the consideration specified in Section 2.5 2.5(b) for the holder thereof. (b) All shares of Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms of this Article II shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the Qinba Shares previously represented by such Certificates, and at the Merger Effective Date, the share transfer books of DE Qinba shall be closed and thereafter there shall be no further registration of transfers on the share transfer books of the Surviving Corporation of the Qinba Shares that were outstanding immediately prior to the Merger Effective Date. At the Merger Effective Date, the holders of Certificates that evidenced ownership of the Qinba Shares outstanding immediately prior to the Merger shall have ceased to have any rights with respect to such shares, except as otherwise provided for herein or by applicable law. (c) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, upon the written agreement by such Person to indemnify Parent and the Surviving Corporation against any claim that may be made against it with respect to such Certificate, Parent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Shares pursuant to this Agreement. (d) Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto or the Surviving Corporation shall be liable to any Person in respect of any shares of Common Stock (or dividends or other distributions with respect thereto) or cash in lieu of any fractional shares of Common Stock, in each case required to be delivered and delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Surrender and Exchange of Securities. (a) As soon as practicable after At the Merger Effective Time and upon (i) surrender Time, each holder of a an outstanding certificate or certificates representing that prior thereto represented shares of BSI Common Stock or BSI Preferred Stock shall surrender the Company Shares that were outstanding immediately prior same to the Merger Effective Time to Parent (orWFN or its agent, in case and each such certificates holder shall be lostentitled upon such surrender to receive in exchange therefor, stolen or destroyedwithout cost to it, an affidavit of that fact by the holder thereof) (each a “Certificate”) and (ii) delivery to Parent of an executed Letter of Transmittal (as described in Section 5.7), Parent shall deliver to the record holder of the Company Shares surrendering such certificate or certificates, a certificate or certificates (or evidence of shares in book-entry form) registered in the name of such shareholder representing the number of shares of Parent WFN Common Stock to into which the shares theretofore represented by the certificate so surrendered shall have been converted as provided in Section 2.01 hereof, and the certificate or certificates so surrendered in exchange for such consideration shall forthwith be cancelled by WFN. (b) If a holder of BSI Common Stock or BSI Preferred Stock has lost the certificate owned by such holder, then such holder is entitled under Section 2.5shall submit an affidavit describing the lost certificate, including any cash paid the number of shares evidenced thereby and affirming the loss of that certificate in lieu of any fractional surrendering the lost certificate to WFN, which shall deem such lost certificate cancelled. Until so surrendered, the outstanding certificates that, prior to the Effective Time, represented shares pursuant of the capital stock of BSI that shall have been converted as aforesaid shall be deemed for all corporate purposes, except as hereinafter provided, to Section 2.6(c). In evidence the event of a transfer of ownership of Company Shares that is not registered in the transfer records of consideration into which such shares have been so converted. (c) At the Company, a certificate (or evidence of shares in book-entry form) representing the proper number of whole shares of Parent Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon delivery by the holder thereof at the Closing, such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such issuance shall have paid any transfer and other Taxes required by reason of the issuance of shares of Parent Common Stock to a Person other than the registered holder of such Certificate or shall have established to the reasonable satisfaction of Parent that such Tax either has been paid or is not applicable. As of the Merger Effective Time, each Company Share issued holder of an outstanding option or warrant to purchase shares of BSI Common Stock shall surrender the same to WFN or its agent, and outstanding immediately prior to the Merger Effective Time shall no longer be outstanding and shall automatically be canceled and retired and until the certificate or certificates evidencing each such shares are surrendered, each certificate that immediately prior to the Merger Effective Time represented any outstanding Company Share holder shall be deemed at and after the Merger Effective Time to represent only the right entitled upon such surrender to receive upon surrender in exchange therefor, without cost to it, an option or warrant to purchase the number of shares of WFN Common Stock calculated as aforesaid the consideration specified provided in Section 2.5 2.02 hereof, and the option or warrant so surrendered in exchange shall forthwith be cancelled by WFN. (d) No certificates or scrip representing fractional shares of WFN Common Stock shall be issued upon the surrender for exchange of certificates held by stockholders of BSI and such fractional share interests will not entitle the holder thereofowner thereof to vote or to any rights of a stockholder of WFN.