Common use of Surrender and Exchange of Shares Clause in Contracts

Surrender and Exchange of Shares. (a) On the Closing Date and -------------------------------- after the Effective Time, each Stockholder shall surrender and deliver to Purchaser, the Certificates owned by such Stockholder, duly endorsed in blank for transfer or accompanied by appropriate powers duly executed in blank. Upon such surrender and delivery, each Stockholder shall receive a stock certificate in definitive form, registered in the name of such Stockholder, representing the number of shares of Purchaser Stock into which such Stockholder's Company Shares have been converted pursuant to this Agreement. Unless provided otherwise in this Agreement, each Stockholder will deliver such Certificates and receive a certificate representing such shares of Purchaser Stock, as is set forth on Exhibit A hereto opposite the name of such Stockholder. Until surrendered and --------- exchanged pursuant to this Section 1.5(a), each outstanding Certificate after ------------- the Effective Time shall be deemed for all purposes to evidence the right to receive that number of shares of Purchaser Stock into which the Company Shares have been converted pursuant to this Agreement; provided, however, that no -------- ------- dividends or other distributions, if any, in respect of the shares of Purchaser Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates are surrendered and delivered as provided herein. Subject to applicable law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Purchaser Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Purchaser Stock until such Certificates are exchanged pursuant to this Agreement. (b) At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall be made thereafter, other than transfers of Company Shares that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for shares of Purchaser Stock as provided in Section 1.3 hereof. ----------- (c) If consideration in respect of Company Shares is to be made to a person other than the person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Purchaser that such tax either has been paid or is not payable. (d) Neither the Company nor Purchaser shall be liable to any holder of Company Shares for any such shares of Purchaser Stock (or dividends or distributions with respect thereto), delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.

Surrender and Exchange of Shares. (a) On At the Closing Date and -------------------------------- after Closing, upon delivery by each Shareholder of the Effective Timecertificate or certificates, each Stockholder shall surrender and duly endorsed, that prior thereto represented shares of Company Common Stock or Company Preferred Stock, Parent shall, subject to Section 3.04 hereof, deliver to Purchaser, the Certificates owned by each such Stockholder, duly endorsed in blank for transfer or accompanied by appropriate powers duly executed in blank. Upon such surrender and delivery, each Stockholder shall receive surrendering Shareholder a stock certificate in definitive form, registered in the name of such Stockholder, representing the number of shares of Purchaser Parent Common Stock that the number of shares of Company Common Stock or Series B Stock represented by the surrendered certificate were converted into under Section 3.01 hereof. (b) If a certificate representing shares of the capital stock of the Company has been lost, stolen or destroyed, and a replacement certificate has not been issued as of the Effective Time, the holder of such certificate shall submit an affidavit describing the lost, stolen or destroyed certificate, the number of shares evidenced thereby and affirming the status of that certificate in lieu of surrendering such certificate to Parent, which shall deem such Stockholder's certificate canceled. Until so surrendered, each outstanding certificate that, prior to the Effective Time, represented shares of the capital stock of the Company Shares that shall have been converted pursuant to this Agreement. Unless provided otherwise in this Agreement, each Stockholder will deliver such Certificates and receive a certificate representing such shares of Purchaser Stock, as is set forth on Exhibit A hereto opposite the name of such Stockholder. Until surrendered and --------- exchanged pursuant to this Section 1.5(a), each outstanding Certificate after ------------- the Effective Time aforesaid shall be deemed for all purposes corporate purposes, except as hereinafter provided, to evidence the right to receive that number ownership of the consideration into which such shares have been so converted. (c) No fractional shares of Purchaser Parent Common Stock into which will be issued in connection with the Merger, but in lieu thereof each holder of capital stock of the Company Shares have been converted pursuant to this Agreement; provided, however, that no -------- ------- dividends or other distributions, if any, in respect of the shares of Purchaser Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates are surrendered and delivered as provided herein. Subject to applicable law, after the surrender and exchange of Certificates, the record holders thereof will who would otherwise be entitled to receive any such dividends a fraction of a share of Parent Common Stock will receive from Parent, promptly after the delivery of the certificates or other distributions without interest thereonaffidavit, which theretofore have become payable with respect to as the number of shares of Purchaser Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Purchaser Stock until such Certificates are exchanged pursuant to this Agreement. case may be, referenced in paragraph (a) and (b) At the Effective Timeof this Section 3.05, the stock transfer books an amount of the Company shall be closed and no transfer of Company Shares shall be made thereafter, other than transfers of Company Shares that have occurred prior cash equal to the Effective Time. In per share market value of Parent Common Stock (based on the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for shares closing sale price of Purchaser Parent Common Stock as provided quoted on the NASDAQ National Market on the date before the Closing Date, as reported in Section 1.3 hereof. ----------- (cthe WALL STREET JOURNAL) If consideration in respect multiplied by the fraction of Company Shares is a share of Parent Common Stock to which such holder would otherwise be made to a person other than the person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Purchaser that such tax either has been paid or is not payableentitled. (d) Neither the Company nor Purchaser shall be liable to any holder of Company Shares for any such shares of Purchaser Stock (or dividends or distributions with respect thereto), delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.

Surrender and Exchange of Shares. (a) On the Closing Date and -------------------------------- after At the Effective -------------------------------- Time, each Stockholder holder of a Big Stuff Share shall surrender and deliver to Purchaser, the Certificates owned by such Stockholder, duly endorsed in blank for transfer or accompanied by appropriate powers duly executed in blankand transmittal letter (the "LETTER OF TRANSMITTAL") to Continental Stock Transfer and Trust Company. Upon such surrender and delivery, each Stockholder the holder shall receive a stock certificate in definitive form, registered in the name of such Stockholder, representing the number of whole shares of Purchaser Parent Common Stock into which such Stockholderholder's Company Big Stuff Shares have been converted pursuant to this Agreement. Unless provided otherwise Agreement plus the amount of cash payable in this Agreement, each Stockholder will deliver such Certificates and receive a certificate representing such shares lieu of Purchaser Stock, as is set forth on Exhibit A hereto opposite the name of such Stockholderany fractional share. Until so surrendered and --------- exchanged pursuant to this Section 1.5(a)exchanged, each outstanding Certificate after ------------- the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of Purchaser Parent Common Stock into which the Company Big Stuff Shares have been converted pursuant to this Agreement, plus the amount of cash payable in lieu of any fractional share; provided, however, that no dividends -------- ------- dividends or other distributions, if any, in respect of the shares of Purchaser Parent Common Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and Letters of Transmittal are surrendered and delivered as provided herein. Subject to applicable lawLaw, after the surrender and exchange of the Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Purchaser Parent Common Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Purchaser Parent Common Stock until such Certificates are exchanged pursuant to this Agreement. (b) At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall be made thereafter, other than transfers of Company Shares that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for shares of Purchaser Stock as provided in Section 1.3 hereof. ----------- (c) If consideration in respect of Company Shares is to be made to a person other than the person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Purchaser that such tax either has been paid or is not payable. (d) Neither the Company nor Purchaser shall be liable to any holder of Company Shares for any such shares of Purchaser Stock (or dividends or distributions with respect thereto), delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.

Surrender and Exchange of Shares. (a) On the Closing Date and -------------------------------- after At the Effective Time, -------------------------------- each Stockholder holder of a Web Share shall surrender and deliver to Purchaser, the Certificates owned by such Stockholder, duly endorsed in blank for transfer or accompanied by appropriate powers duly executed in blankand transmittal letter (the "LETTER OF TRANSMITTAL") to Continental Stock Transfer and Trust Company. Upon such surrender and delivery, each Stockholder the holder shall receive a stock certificate in definitive form, registered in the name of such Stockholder, representing the number of whole shares of Purchaser Parent Common Stock into which such Stockholderholder's Company Web Shares have been converted pursuant to this Agreement. Unless provided otherwise Agreement plus the amount of cash payable in this Agreement, each Stockholder will deliver such Certificates and receive a certificate representing such shares lieu of Purchaser Stock, as is set forth on Exhibit A hereto opposite the name of such Stockholderany fractional share. Until so surrendered and --------- exchanged pursuant to this Section 1.5(a)exchanged, each outstanding Certificate after ------------- the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of Purchaser Parent Common Stock into which the Company Web Shares have been converted pursuant to this Agreement, plus the amount of cash payable in lieu of any fractional share; provided, however, that no -------- ------- dividends or other distributions, if any, in respect of the shares of Purchaser Parent Common Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and Letters of Transmittal are surrendered and delivered as provided herein. Subject to applicable lawLaw, after the surrender and exchange of the Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Purchaser Parent Common Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Purchaser Parent Common Stock until such Certificates are exchanged pursuant to this Agreement. (b) At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall be made thereafter, other than transfers of Company Shares that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for shares of Purchaser Stock as provided in Section 1.3 hereof. ----------- (c) If consideration in respect of Company Shares is to be made to a person other than the person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Purchaser that such tax either has been paid or is not payable. (d) Neither the Company nor Purchaser shall be liable to any holder of Company Shares for any such shares of Purchaser Stock (or dividends or distributions with respect thereto), delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.

Surrender and Exchange of Shares. (a) On the Closing Date and -------------------------------- after At the Effective Time, each Stockholder holder of a Big Stuff Share shall surrender and deliver to Purchaser, the Certificates owned by such Stockholder, duly endorsed in blank for transfer or accompanied by appropriate powers duly executed in blankand transmittal letter (the "LETTER OF TRANSMITTAL") to Continental Stock Transfer and Trust Company. Upon such surrender and delivery, each Stockholder the holder shall receive a stock certificate in definitive form, registered in the name of such Stockholder, representing the number of whole shares of Purchaser Parent Common Stock into which such Stockholderholder's Company Big Stuff Shares have been converted pursuant to this Agreement. Unless provided otherwise Restated Agreement plus the amount of cash payable in this Agreement, each Stockholder will deliver such Certificates and receive a certificate representing such shares lieu of Purchaser Stock, as is set forth on Exhibit A hereto opposite the name of such Stockholderany fractional share. Until so surrendered and --------- exchanged pursuant to this Section 1.5(a)exchanged, each outstanding Certificate after ------------- the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of Purchaser Parent Common Stock into which the Company Big Stuff Shares have been converted pursuant to this Restated Agreement, plus the amount of cash payable in lieu of any fractional share; providedPROVIDED, howeverHOWEVER, that no -------- ------- dividends or other distributions, if any, in respect of the shares of Purchaser Parent Common Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and Letters of Transmittal are surrendered and delivered as provided herein. Subject to applicable lawLaw, after the surrender and exchange of the Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Purchaser Parent Common Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Purchaser Parent Common Stock until such Certificates are exchanged pursuant to this Restated Agreement. (b) At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall be made thereafter, other than transfers of Company Shares that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for shares of Purchaser Stock as provided in Section 1.3 hereof. ----------- (c) If consideration in respect of Company Shares is to be made to a person other than the person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Purchaser that such tax either has been paid or is not payable. (d) Neither the Company nor Purchaser shall be liable to any holder of Company Shares for any such shares of Purchaser Stock (or dividends or distributions with respect thereto), delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.

Surrender and Exchange of Shares. (a) On the Closing Date and -------------------------------- after After the Effective Time, each Stockholder holder of a BFP Share shall surrender and deliver to Purchaser, the Certificates owned to The Bank of New York or such other bank or trust company as may be designated by such Stockholder, WorldCom together with a duly endorsed completed and executed transmittal letter in blank for transfer or accompanied by appropriate powers duly executed in blanksubstantially the form attached hereto as Schedule 1.5 (the "Letter of Transmittal"). Upon such surrender and delivery, each Stockholder the holder shall receive a stock certificate in definitive form, registered in the name of such Stockholder, representing the number of whole shares of Purchaser WorldCom Common Stock into which such Stockholderholder's Company BFP Shares have been converted pursuant to this Agreement. Unless provided otherwise Agreement plus the amount of cash payable in this Agreement, each Stockholder will deliver such Certificates and receive a certificate representing such shares lieu of Purchaser Stock, as is set forth on Exhibit A hereto opposite the name of such Stockholderany fractional share. Until so surrendered and --------- exchanged pursuant to this Section 1.5(a)exchanged, each outstanding Certificate after ------------- the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of Purchaser WorldCom Common Stock into which the Company BFP Shares have been converted pursuant to this AgreementAgreement plus the amount of cash payable in lieu of any fractional share; provided, however, that no -------- ------- dividends or other distributions, if any, in respect of the shares of Purchaser WorldCom Common Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and Letters of Transmittal are surrendered and delivered as provided herein. Subject to applicable lawLaw, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Purchaser WorldCom Common Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Purchaser WorldCom Common Stock until such Certificates are exchanged pursuant to this Agreement. (b) At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall be made thereafter, other than transfers of Company Shares that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for shares of Purchaser Stock as provided in Section 1.3 hereof. ----------- (c) If consideration in respect of Company Shares is to be made to a person other than the person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Purchaser that such tax either has been paid or is not payable. (d) Neither the Company nor Purchaser shall be liable to any holder of Company Shares for any such shares of Purchaser Stock (or dividends or distributions with respect thereto), delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.

Surrender and Exchange of Shares. (a) On the Closing Date and -------------------------------- after At the Effective Time, each Stockholder holder of a Web Share shall surrender and deliver to Purchaser, the Certificates owned by such Stockholder, duly endorsed in blank for transfer or accompanied by appropriate powers duly executed in blankand transmittal letter (the "LETTER OF TRANSMITTAL") to Continental Stock Transfer and Trust Company. Upon such surrender and delivery, each Stockholder the holder shall receive a stock certificate in definitive form, registered in the name of such Stockholder, representing the number of whole shares of Purchaser Parent Common Stock into which such Stockholderholder's Company Web Shares have been converted pursuant to this Agreement. Unless provided otherwise Restated Agreement plus the amount of cash payable in this Agreement, each Stockholder will deliver such Certificates and receive a certificate representing such shares lieu of Purchaser Stock, as is set forth on Exhibit A hereto opposite the name of such Stockholderany fractional share. Until so surrendered and --------- exchanged pursuant to this Section 1.5(a)exchanged, each outstanding Certificate after ------------- the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of Purchaser Parent Common Stock into which the Company Web Shares have been converted pursuant to this Restated Agreement, plus the amount of cash payable in lieu of any fractional share; providedPROVIDED, howeverHOWEVER, that no -------- ------- dividends or other distributions, if any, in respect of the shares of Purchaser Parent Common Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and Letters of Transmittal are surrendered and delivered as provided herein. Subject to applicable lawLaw, after the surrender and exchange of the Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Purchaser Parent Common Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Purchaser Parent Common Stock until such Certificates are exchanged pursuant to this Restated Agreement. (b) At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall be made thereafter, other than transfers of Company Shares that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for shares of Purchaser Stock as provided in Section 1.3 hereof. ----------- (c) If consideration in respect of Company Shares is to be made to a person other than the person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Purchaser that such tax either has been paid or is not payable. (d) Neither the Company nor Purchaser shall be liable to any holder of Company Shares for any such shares of Purchaser Stock (or dividends or distributions with respect thereto), delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.

Surrender and Exchange of Shares. (a) On the Closing Date and -------------------------------- after the Effective Time, each Stockholder shall surrender and deliver to Purchaser, the Certificates owned by such Stockholder, duly endorsed in blank for transfer or accompanied by appropriate powers duly executed in blank. Upon such surrender and delivery, each Stockholder shall receive a stock certificate in definitive form, registered in the name of such Stockholder, representing the number of shares of Purchaser Stock into which such Stockholder's Company Shares have been converted pursuant to this Agreement. Unless provided otherwise in this Agreement, each Stockholder will deliver such Certificates and receive a certificate representing such shares of Purchaser Stock, as is set forth on Exhibit A hereto opposite the name of such Stockholder. Until surrendered and --------- exchanged pursuant to this Section 1.5(a), each outstanding Certificate after ------------- the Effective Time shall be deemed for all purposes to evidence the right to receive that number of shares of Purchaser Stock into which the Company Shares have been converted pursuant to this Agreement; provided, however, that no -------- ------- dividends or other distributions, if any, in respect of the shares of Purchaser Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates are surrendered and delivered as provided herein. Subject to applicable law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Purchaser Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Purchaser Stock until such Certificates are exchanged pursuant to this Agreement. (b) At the Effective Time, each holder of an outstanding certificate or certificates that immediately prior thereto represented shares of the capital stock transfer books of the Company shall be closed surrender the same to Parent or its agent, and no transfer of Company Shares each such holder shall be made thereafterentitled upon such surrender to receive in exchange therefor, other than transfers without cost to it, the number of shares of Parent Common Stock 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 canceled by Parent. (b) If a certificate representing shares of the capital stock of the Company Shares has been lost, stolen or destroyed, the holder of such certificate shall submit an affidavit describing the lost, stolen or destroyed certificate, the number of shares evidenced thereby and affirming the status of that have occurred certificate in lieu of surrendering such certificate to Parent, which shall deem such certificate canceled; provided that Parent may require the holder of such certificate to provide Parent with a bond in such amount as Parent may direct as a condition to paying any consideration hereunder. Until so surrendered, the outstanding certificates that, prior to the Effective Time, represented shares of the capital stock of the Company that shall have been converted as aforesaid shall be deemed for all corporate purposes, except as hereinafter provided, to evidence the ownership of the Merger Consideration into which such shares have been so converted. (c) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of certificates held by stockholders of the Company, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent. In Each holder of shares of the event that, capital stock of the Company who would otherwise have been entitled to receive in the Merger a fraction of a share of Parent Common Stock (after taking into account all certificates surrendered by such holder) shall be entitled to receive from Parent at the Effective Time, Certificates are presented in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Parent Common Stock multiplied by the Surviving Corporation, they shall be cancelled and exchanged for average of the per share closing prices on the Nasdaq NM of shares of Purchaser Parent Common Stock as provided during the five (5) consecutive trading days immediately preceding the Effective Date of this Agreement. It is understood (i) that the payment of cash in Section 1.3 hereof. ----------- lieu of fractional shares of Parent Common Stock is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration; and (cii) If consideration in respect that no holder of shares of Company Shares is to be made to a person other capital stock will receive cash in lieu of fractional shares of Parent Common Stock in an amount greater than the person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason value of such payment in a name other than that one full share of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Purchaser that such tax either has been paid or is not payableParent Common Stock. (d) Neither the Company nor Purchaser shall be liable to any holder of Company Shares for any such shares of Purchaser Stock (or dividends or distributions with respect thereto), delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.

Surrender and Exchange of Shares. (a) On Upon surrender by a Stockholder for cancellation of an outstanding certificate or certificates, duly endorsed, that prior thereto represented shares of the Closing Date and -------------------------------- after capital stock of the Effective TimeCompany, each Stockholder Parent shall surrender and deliver to Purchaser, the Certificates owned by such Stockholder, duly endorsed in blank for transfer or accompanied by appropriate powers duly executed in blank. Upon such surrender and delivery, each Stockholder shall receive a stock certificate in definitive form, registered in the name of such Stockholder, representing the number of shares of Purchaser Parent Common Stock into which set forth opposite such Stockholder's Company name on Schedule II under the heading "Number of Shares have been converted pursuant to this Agreement. Unless provided otherwise in this Agreement, each Stockholder will deliver such Certificates and receive a certificate representing such shares of Purchaser Stock, as is set forth on Exhibit A hereto opposite the name of such Stockholder. Until surrendered and --------- exchanged pursuant to this Section 1.5(a), each outstanding Certificate after ------------- the Effective Time shall be deemed for all purposes to evidence the right to receive that number of shares of Purchaser Parent Common Stock into which the Company Shares have been converted pursuant to this Agreement; provided, however, that no -------- ------- dividends or other distributions, if any, in respect of the shares of Purchaser Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates are surrendered and delivered as provided herein. Subject to applicable law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Purchaser Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Purchaser Stock until such Certificates are exchanged pursuant to this AgreementReceived". (b) At the Effective Time, Parent shall deliver to the ESCROW AGENT (the "Escrow Agent") designated under the escrow agreement substantially in the form attached hereto as Exhibit A (the "Escrow Agreement") a certificate or certificates representing 10% of the aggregate number of shares of Parent Common Stock issuable to the Stockholders pursuant to Section 2.01(a) and (b) hereto (such shares are collectively hereinafter referred to as the "ESCROWED SHARES"). Schedule II will set forth the number of Escrowed Shares allocable to each Stockholder under the heading "Number of Escrowed Shares". (c) If a certificate representing shares of the capital stock transfer books of the Company has been lost, stolen or destroyed, and a replacement certificate has not been issued as of the Effective Time, the holder of such certificate shall be closed submit an affidavit describing the lost, stolen or destroyed certificate, the number of shares evidenced thereby and no transfer affirming the status of Company Shares that certificate in lieu of surrendering such certificate to Parent, which shall be made thereafterdeem such certificate canceled. Until so surrendered, other than transfers of Company Shares that have occurred each outstanding certificate that, prior to the Effective Time. In , represented shares of the event that, after capital stock of the Effective Time, Certificates are presented to the Surviving Corporation, they Company that shall have been converted as aforesaid shall be cancelled and exchanged deemed for shares of Purchaser Stock all corporate purposes, except as provided in Section 1.3 hereof. ----------- (c) If consideration in respect of Company Shares is hereinafter provided, to be made to a person other than evidence the person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that ownership of the registered holder of the Certificate surrendered or shall consideration into which such shares have established to the satisfaction of Purchaser that such tax either has been paid or is not payableso converted. (d) Neither No certificates representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of certificates evidencing stock of the Company nor Purchaser held by the Stockholders, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of Parent. Each holder of shares of the capital stock of the Company who would otherwise have been entitled to receive in the Merger a fraction of a share of Parent Common Stock (after taking into account all certificates surrendered by such holder) shall be liable entitled to any receive from Parent at the Effective Time, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Parent Common Stock multiplied by $21.68 (the "PRICE PER SHARE"). It is understood (i) that the payment of cash in lieu of fractional shares of Parent Common Stock is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained for consideration; and (ii) that no holder of Company Shares for any such shares of Purchaser Company capital stock will receive cash in lieu of fractional shares of Parent Common Stock (or dividends or distributions with respect thereto), delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decreein an amount greater than the value of one full share of Parent Common Stock.

Surrender and Exchange of Shares. (a) On the Closing Date and -------------------------------- after the Effective Time, each Stockholder shall surrender and deliver to Purchaser, the Certificates owned by such Stockholder, duly endorsed in blank for transfer or accompanied by appropriate powers duly executed in blank. Upon such surrender and delivery, each Stockholder shall receive a stock certificate in definitive form, registered in the name of such Stockholder, representing the number of shares of Purchaser Stock into which such Stockholder's Company Shares have been converted pursuant to this Agreement. Unless provided otherwise in this Agreement, each Stockholder will deliver such Certificates and receive a certificate representing such shares of Purchaser Stock, as is set forth on Exhibit A hereto opposite the name of such Stockholder. Until surrendered and --------- exchanged pursuant to this Section 1.5(a), each outstanding Certificate after ------------- the Effective Time shall be deemed for all purposes to evidence the right to receive that number of shares of Purchaser Stock into which the Company Shares have been converted pursuant to this Agreement; provided, however, that no -------- ------- dividends or other distributions, if any, in respect of the shares of Purchaser Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates are surrendered and delivered as provided herein. Subject to applicable law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Purchaser Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Purchaser Stock until such Certificates are exchanged pursuant to this Agreement. (b) At the Effective Time, each holder of an outstanding certificate or certificates that prior thereto represented shares of the capital stock transfer books of the Company shall be closed surrender the same to Parent or its agent, and no transfer of Company Shares each such holder shall be made thereafterentitled upon such surrender to receive in exchange therefor, other than transfers without cost to it, cash and fully paid and nonassessable shares of Parent Common Stock as provided in Section 2.01 hereof, and the certificate or certificates so surrendered in exchange for such consideration shall forthwith be cancelled by Parent. (b) If a certificate representing shares of the capital stock of the Company Shares has been lost, stolen or destroyed, the holder of such certificate shall submit an affidavit describing the lost, stolen or destroyed certificate, the number of shares evidenced thereby and affirming the status of that have occurred certificate in lieu of surrendering such certificate to Parent, which shall deem such certificate cancelled; provided that Parent may require the holder of such certificate to provide Parent with a bond in such amount as Parent may direct as a condition to paying any consideration hereunder. Until so surrendered, the outstanding certificates that, prior to the Effective Time, represented shares of the capital stock of the Company that shall have been converted as aforesaid shall be deemed for all corporate purposes, except as hereinafter provided, to evidence the ownership of the consideration into which such shares have been so converted. (c) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of certificates held by stockholders of the Company, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent. In Each holder of shares of the event that, capital stock of the Company who would otherwise have been entitled to receive in the merger a fraction of a share of Parent Common Stock (after taking into account all certificates surrendered by such holder) shall be entitled to receive from Parent at the Effective Time, Certificates are presented in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Parent Common Stock multiplied by $11.00. It is understood (i) that the Surviving Corporation, they shall be cancelled and exchanged for payment of cash in lieu of fractional shares of Purchaser Parent Common Stock as provided in Section 1.3 hereof. ----------- is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration; and (cii) If consideration in respect that no holder of shares of Company Shares is to be made to a person other capital stock will receive cash in lieu of fractional shares of Parent Common Stock in an amount greater than the person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason value of such payment in a name other than that one full share of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Purchaser that such tax either has been paid or is not payableParent Common Stock. (d) Neither the Company nor Purchaser shall be liable to any holder of Company Shares for any such shares of Purchaser Stock (or dividends or distributions with respect thereto), delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.

Surrender and Exchange of Shares. (a) On the Closing Date and -------------------------------- after the Effective Time, each Stockholder shall surrender and deliver to Purchaser, the Certificates owned by such Stockholder, duly endorsed in blank for transfer or accompanied by appropriate powers duly executed in blank. Upon such surrender and delivery, each Stockholder shall receive a stock certificate in definitive form, registered in the name of such Stockholder, representing the number of shares of Purchaser Stock into which such Stockholder's Company Shares have been converted pursuant to this Agreement. Unless provided otherwise in this Agreement, each Stockholder will deliver such Certificates and receive a certificate representing such shares of Purchaser Stock, as is set forth on Exhibit A hereto opposite the name of such Stockholder. Until surrendered and --------- exchanged pursuant to this Section 1.5(a), each outstanding Certificate after ------------- the Effective Time shall be deemed for all purposes to evidence the right to receive that number of shares of Purchaser Stock into which the Company Shares have been converted pursuant to this Agreement; provided, however, that no -------- ------- dividends or other distributions, if any, in respect of the shares of Purchaser Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates are surrendered and delivered as provided herein. Subject to applicable law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Purchaser Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Purchaser Stock until such Certificates are exchanged pursuant to this Agreement. (b) At the Effective Time, each holder of an outstanding certificate or certificates that prior thereto represented shares of the capital stock transfer books of the Company shall be closed surrender the same to Parent or its agent, and no transfer of Company Shares each such holder shall be made thereafterentitled upon such surrender to receive in exchange therefor, other than transfers without cost to it, the number of shares of Parent Common Stock into which the shares theretofore represented by the certificate so surrendered shall have been converted as provided in Section 2.1 hereof, and the certificate or certificates so surrendered in exchange for such consideration shall forthwith be canceled by Parent. (b) If a certificate representing shares of the capital stock of the Company Shares has been lost, stolen or destroyed, the holder of such certificate shall submit an affidavit describing the lost, stolen or destroyed certificate, the number of shares evidenced thereby and affirming the status of that have occurred certificate in lieu of surrendering such certificate to Parent, which shall deem such certificate canceled. Until so surrendered, the outstanding certificates that, prior to the Effective Time, represented shares of the capital stock of the Company that shall have been converted as aforesaid shall be deemed for all corporate purposes, except as hereinafter provided, to evidence the ownership of the consideration into which such shares have been so converted. (c) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of certificates held by shareholders of the Company, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent. In Each holder of shares of the event that, capital stock of the Company who would otherwise have been entitled to receive in the merger a fraction of a share of Parent Common Stock (after taking into account all certificates surrendered by such holder) shall be entitled to receive from Parent at the Effective Time, Certificates are presented in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Parent Common Stock multiplied by $5.811 per share (the Surviving Corporation, they shall be cancelled and exchanged for "Average May Price"). It is understood (i) that the payment of cash in lieu of fractional shares of Purchaser Parent Common Stock as provided in Section 1.3 hereof. ----------- is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration and (cii) If consideration in respect that no holder of shares of Company Shares is to be made to a person other capital stock will receive cash in lieu of fractional shares of Parent Common Stock in an amount greater than the person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason value of such payment in a name other than that one full share of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Purchaser that such tax either has been paid or is not payableParent Common Stock. (d) Neither the Company nor Purchaser shall be liable to any holder of Company Shares for any such shares of Purchaser Stock (or dividends or distributions with respect thereto), delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.