Common use of Surrender and Payment Procedures Clause in Contracts

Surrender and Payment Procedures. (a) Following the date of this Agreement and prior to the Effective Time, the Company and Purchaser will appoint the Paying Agent to act as paying agent for purposes of the Merger pursuant to the terms set forth herein and in the Paying Agent Agreement. (b) Each Stockholder whose Shares have been converted into the right to receive payment pursuant to Section 2.4 will be entitled to receive after surrender to Paying Agent of the Stock Certificates with respect to such Shares (or affidavits in accordance with Section 2.8(e)) and delivery of a properly completed letter of transmittal (and related tax forms) in the form attached hereto as Exhibit C-1 (the “Transmittal Documents”), for each such Share, the Merger Consideration Per Share in the manner and at the times set forth herein and in the Escrow Agreement and the Paying Agent Agreement. (c) Each Vested Optionholder whose Vested Stock Option has been converted into the right to receive payment pursuant to and in accordance with Section 2.5 will be entitled to receive for each such Vested Stock Option, the Optionholder Consideration Per Share in the manner and at the times set forth herein and in the Escrow Agreement and the Paying Agent Agreement. Prior to any such payment, the Company may request that each Vested Optionholder execute and deliver an acknowledgement of such payment in form and substance reasonably determined by Purchaser. (d) As soon as reasonably practicable following the date of this Agreement, the Company (or the Paying Agent) will send to each Stockholder appropriate Transmittal Documents for use in connection with the Merger. Following the Effective Time, Purchaser shall direct and cause the Paying Agent to pay by wire transfer of immediately available funds, as soon as reasonably practicable after a Stockholder has delivered to the Paying Agent properly executed Transmittal Documents and Stock Certificates (or affidavits in accordance with Section 2.8(e)) evidencing the Shares of such Stockholder the Closing Merger Consideration Per Share or; provided that Purchaser shall cause the Paying Agent to pay such amounts on the Closing Date to each Stockholder who has delivered such documentation to the Paying Agent not less than five (5) Business Days prior to the Closing Date. (e) If any Stock Certificate has been lost, stolen or destroyed, upon delivery of duly executed Transmittal Documents and the making of an affidavit of that fact by the Person claiming such Stock Certificate to be lost, stolen or destroyed, the Paying Agent will pay to such Person, in exchange for each of the Shares represented by such lost, stolen or destroyed Stock Certificate, the Merger Consideration Per Share with respect to each such Share, to be paid as provided herein and in the Escrow Agreement and the Paying Agent Agreement. (f) Any portion of the amount deposited with the Paying Agent pursuant to Section 2.7 that remains unclaimed by the Securityholders six (6) months after the Effective Time will be returned to the Surviving Corporation, and any Stockholder who has not delivered to the Paying Agent the applicable Transmittal Documents and Stock Certificates (or in the event that any Stock Certificate has been lost, stolen or destroyed, provided an affidavit in accordance with Section 2.8(e)),prior to such time, will thereafter look only to the Surviving Corporation for payment thereof without any interest thereon.

Surrender and Payment Procedures. (ai) Following the date of this Agreement and prior to the Effective Time, the Company and Purchaser will appoint Parent shall instruct the Paying Agent to act as paying agent for purposes of the Merger pursuant to the terms set forth herein and in the Paying Agent Agreement. (b) Each Stockholder whose Shares have been converted into the right to receive payment pursuant to Section 2.4 will be entitled to receive after surrender to Paying Agent of the Stock Certificates with respect to such Shares (or affidavits in accordance with Section 2.8(e)) and delivery of a properly completed letter of transmittal (and related tax forms) in the form attached hereto as Exhibit C-1 (the “Transmittal Documents”), for each such Share, the Merger Consideration Per Share in the manner and at the times set forth herein and in the Escrow Agreement and the Paying Agent Agreement. (c) Each Vested Optionholder whose Vested Stock Option has been converted into the right to receive payment pursuant to and in accordance with Section 2.5 will be entitled to receive for each such Vested Stock Option, the Optionholder Consideration Per Share in the manner and at the times set forth herein and in the Escrow Agreement and the Paying Agent Agreement. Prior to any such payment, the Company may request that each Vested Optionholder execute and deliver an acknowledgement of such payment in form and substance reasonably determined by Purchaser. (d) As soon as reasonably practicable following the date of this Agreement, the Company (or the Paying Agent) will send to each Stockholder appropriate Transmittal Documents for use in connection with the Merger. Following the Effective Time, Purchaser shall direct and cause the Paying Agent to pay by wire transfer of immediately available fundsto, as soon as reasonably practicable after the Effective Time, mail to each Company Stockholder as of the Effective Time that has not already executed and delivered to Parent or Paying Agent a letter of transmittal in substantially the form attached hereto as Exhibit I (a “Stockholder Letter of Transmittal”) at the address provided by the Company in the Transaction Schedule (A) a Stockholder has delivered to Letter of Transmittal and (B) instructions for use in effecting the Paying Agent properly executed Transmittal Documents and surrender of certificate(s) representing all of the shares of Company Capital Stock Certificates (or affidavits in accordance with Section 2.8(e)) evidencing the Shares of held by such Company Stockholder the Closing Merger Consideration Per Share or; provided that Purchaser shall cause the Paying Agent to pay such amounts on the Closing Date to each Stockholder who has delivered such documentation to the Paying Agent not less than five (5) Business Days prior to the Closing Date. (e) If any Stock Certificate has been lost, stolen or destroyed, upon delivery of duly executed Transmittal Documents and the making of an affidavit of that fact by the Person claiming such Stock Certificate to be lost, stolen or destroyed, the Paying Agent will pay to such Person, in exchange for each the Stock Closing Payment that is payable in respect of the Shares shares of Company Capital Stock formerly represented by such lost, stolen or destroyed certificate(s). The payment of the Stock Certificate, the Merger Consideration Per Share Closing Payment with respect to each such Sharecertificate(s) is conditioned upon (1) the execution and delivery of such Stockholder Letter of Transmittal, to be paid as provided herein and in (2) the Escrow Agreement and the Paying Agent Agreement. (f) Any portion delivery of the amount deposited with the Paying Agent pursuant to Section 2.7 that remains unclaimed by the Securityholders six (6) months after the Effective Time will be returned to the Surviving Corporationsuch certificates, and any Stockholder who has not delivered (3) the delivery to the Paying Agent of a properly completed and duly executed IRS Form W-9 or IRS Form W-8BEN (or suitable substitute form) establishing an exemption from backup withholding. Promptly after receipt by the Paying Agent of such certificate(s), properly endorsed or otherwise in proper form for transfer or cancellation, together with such duly executed Stockholder Letter of Transmittal and IRS form, the Paying Agent shall, in exchange therefor, pay to such Company Stockholder the Stock Closing Payment payable in respect of the shares of Company Capital Stock formerly represented by the certificate(s) surrendered, but without interest and subject to applicable withholding and other Taxes, and the certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the applicable Transmittal Documents Stock Closing Payment is to be made to a Person other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (x) shall have paid any transfer and Stock Certificates (or in other Taxes required by reason of the event payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall have established to the satisfaction of the Surviving Corporation that any Stock Certificate such Tax has been lostpaid, stolen or destroyed(y) shall have established to the satisfaction of the Surviving Corporation that such Tax is not applicable. From and after the Effective Time, provided an affidavit until surrendered as contemplated by this Section 3.03(b), each certificate formerly representing shares of Company Capital Stock shall be deemed to represent for all purposes only the right to receive the consideration payable in respect of the shares of Company Capital Stock formerly represented thereby in accordance with Section 2.8(e)),prior the terms hereof and in the manner provided herein. (ii) Parent shall instruct the Paying Agent to, as soon as reasonably practicable after the Effective Time, mail to each holder of a Company Option that is not an Employee Optionholder and that has not already executed and delivered to Parent or Paying Agent a letter of transmittal in substantially the form attached as Exhibit J (an “Option Holder Letter of Transmittal”): (A) an Option Holder Letter of Transmittal and (B) instructions for use in obtaining the Option Closing Payment. The payment of the Option Closing Payment with respect to such timeCompany Option is conditioned upon (1) the execution and delivery to the Paying Agent of such Option Holder Letter of Transmittal and (2) the delivery to the Paying Agent of a properly completed and duly executed IRS Form W-9 or IRS Form W-8BEN (or suitable substitute form) establishing an exemption from backup withholding. Upon delivery by such holder of such duly executed Option Holder Letter of Transmittal and duly executed IRS Form W-9 or IRS Form W-8BEN to the Paying Agent, will thereafter look only the Paying Agent shall pay the Option Closing Amount to such holder, but without interest and subject to applicable withholding and other Taxes. (iii) Parent shall or shall cause the Surviving Corporation to, as soon as reasonably practicable after the Effective Time, in accordance with its customary payroll practices, pay to each Employee Optionholder, the Option Closing Payment payable in respect of each Company Option held by such Employee Optionholder, but without interest and subject to applicable withholding and other Taxes. (iv) Parent shall or shall cause the Surviving Corporation to, as soon as reasonably practicable after the Effective Time, in accordance with its customary payroll practices, pay each Cash Option Payment set forth on the Transaction Schedule to the recipient thereof, without interest and subject to applicable withholding and other Taxes. (v) Parent shall instruct the Paying Agent to, as soon as reasonably practicable after the Effective Time, mail to each holder of a Warrant that has not already executed and delivered to Parent or Paying Agent a letter of transmittal in substantially the form attached as Exhibit K hereto (a “Warrant Holder Letter of Transmittal”) (A) and (B) instructions for use in obtaining the Warrant Closing Payment. The payment thereof of the Warrant Closing Payment with respect to such Warrant is conditioned upon (1) the execution and delivery to the Paying Agent of such Warrant Holder Letter of Transmittal and (2) the delivery to the Paying Agent of a properly completed and duly executed IRS Form W-9 or IRS Form W-8BEN (or suitable substitute form) establishing an exemption from backup withholding. Upon delivery by such holder of such duly executed Warrant Holder Letter of Transmittal and duly executed IRS Form W-9 or IRS Form W-8BEN to the Paying Agent, the Paying Agent shall pay the Warrant Closing Payment to such holder, but without any interest thereonand subject to applicable withholding and other Taxes.

Surrender and Payment Procedures. (a) Following 2.7.1. As soon as reasonably practicable following the date of this Agreement and prior to the Effective TimeAgreement, the Company will send to each Stockholder appropriate Transmittal Documents and Purchaser will appoint to each Option Holder an appropriate Optionholder Acknowledgement for use in connection with the Paying Agent to act as paying agent for purposes of the Merger pursuant to the terms set forth herein and in the Paying Agent AgreementContemplated Transactions. (b) 2.7.2. Each Stockholder whose Shares have been converted into the right to receive payment pursuant to Section 2.4 will be entitled to receive after surrender to Paying Agent the Company of the Stock Certificates with respect to such Shares (or affidavits in accordance with Section 2.8(e)2.7.5) and proper delivery of a properly completed and executed letter of transmittal (and related tax forms) in the form attached hereto as Exhibit C-1 G-2 (the “Transmittal Documents”), for each such Share, the Per Share Merger Consideration Per Share in the manner and at the times set forth herein and in this Agreement, the Escrow Agreement and the Paying Agent AgreementTransmittal Documents. (c) 2.7.3. Each Vested Optionholder Option Holder whose Vested Stock Option has Options have been converted into the right to receive payment pursuant to and in accordance with Section 2.5 will be entitled to receive after proper delivery to the Surviving Corporation of a properly completed and executed Optionholder Acknowledgment for each such Vested Stock Option, the Optionholder Option Consideration Per Share payable to such Option Holder, minus any applicable withholding, in the manner and at the times set forth herein in this Agreement, in the manner and at the times set forth in this Agreement, the Escrow Agreement and the Paying Agent Agreement. Prior to any such payment, the Company may request that each Vested Optionholder execute and deliver an acknowledgement of such payment in form and substance reasonably determined by PurchaserAcknowledgement. 2.7.4. The Company shall (dand after Closing the Surviving Corporation shall) As soon as reasonably practicable following the date of this Agreement, the Company (or the Paying Agent) will send to each Stockholder appropriate Transmittal Documents for use in connection with the Merger. Following the Effective Time, Purchaser shall direct and cause the Paying Agent to pay by wire transfer of immediately available funds, as soon as reasonably practicable after a Stockholder has properly delivered to the Paying Agent Company or Surviving Corporation, as applicable, properly completed and executed Transmittal Documents and Stock Certificates (or affidavits in accordance with Section 2.8(e)2.7.5) evidencing the Shares of such Stockholder Stockholder, cash in an amount equal to the Closing Per Share Cash Merger Consideration Per with respect to each such Share or; (provided that Purchaser the Surviving Corporation shall cause the Paying Agent to pay such amounts cash merger consideration on the Closing Date to each Stockholder who has delivered such documentation to the Paying Agent not less than five Company at least two (52) Business Days prior to the Closing Date), and Parent shall deliver to the Escrow Agent as soon as reasonably practicable after a Stockholder has properly delivered to the Company properly completed and executed Transmittal Documents and Stock Certificates (or affidavits in accordance with Section 2.7.5), the Escrow Parent Shares representing the Closing Per Share Stock Merger Consideration with respect to each such Share (provided that Parent shall deliver such Escrow Parent Shares on the Closing Date to the Escrow Agent for each Stockholder who has delivered such documentation to the Company at least two (2) Business Days prior to the Closing Date). As soon as reasonably practicable after an Option Holder has properly delivered to the Surviving Corporation a properly completed and executed Optionholder Acknowledgement, Parent shall deliver to the Escrow Agent the Escrow Parent Shares representing the Closing Stock Option Consideration with respect to each such Option (provided that Parent shall deliver such Escrow Parent Shares on the Closing Date to the Escrow Agent for each Option Holder who has delivered such documentation to the Company at least two (2) Business Days prior to the Closing Date). (e) 2.7.5. If any Stock Certificate has been lost, stolen or destroyed, upon proper delivery of duly properly completed and executed Transmittal Documents and the making of an affidavit affidavit, in form and substance reasonably satisfactory to Parent, of that fact by the Person claiming such Stock Certificate to be lost, stolen or destroyed, the Paying Agent will pay to such Person, in exchange for each of the Shares represented by such lost, stolen or destroyed Stock Certificate, the Per Share Merger Consideration Per Share with respect to each such Share, to be paid as provided herein and in the Escrow manner and at the times set forth in this Agreement and the Paying Agent Escrow Agreement. (f) Any portion of the amount deposited with the Paying Agent pursuant to Section 2.7 that remains unclaimed by the Securityholders six (6) months after 2.7.6. After the Effective Time Time, there will be returned to the Surviving Corporation, and any Stockholder who has not delivered no further registration of transfers of Shares. All Stock Certificates presented to the Paying Agent the applicable Transmittal Documents and Stock Certificates (or in the event that any Stock Certificate has been lostAgent, stolen or destroyed, provided an affidavit in accordance with as contemplated by this Section 2.8(e)),prior to such time2.7, will thereafter look only to the Surviving Corporation for payment thereof without any interest thereonbe cancelled upon such presentment.

Surrender and Payment Procedures. (a) Following the date of this Agreement and prior to the Effective Time, the Company and Purchaser will appoint the Paying Agent to 2.7.1. Parent shall act as paying agent in effecting the exchange of cash for purposes of the Merger Shares entitled to payment pursuant to the terms set forth herein and in the Paying Agent AgreementSection 2.4. (b) 2.7.2. Each Stockholder whose Shares have been converted into the right to receive payment pursuant to Section 2.4 will be entitled to receive after surrender to Paying Agent Parent of the Stock Certificates with respect to such Shares (or affidavits in accordance with Section 2.8(e)2.7.5) and delivery of a properly completed letter of transmittal (and related tax forms) in the form attached hereto as Exhibit C-1 C-2 (the “Transmittal Documents”), for each such Share, cash in an amount equal to the Per Share Merger Consideration Per Share in the manner and at the times set forth herein and in the Escrow this Agreement and the Paying Agent Escrow Agreement. (c) Each Vested Optionholder whose Vested Stock Option has been converted into the right to receive payment pursuant to and in accordance with Section 2.5 will be entitled to receive for each such Vested Stock Option, the Optionholder Consideration Per Share in the manner and at the times set forth herein and in the Escrow Agreement and the Paying Agent Agreement2.7.3. Prior to any such payment, the Company may request that each Vested Optionholder execute and deliver an acknowledgement of such payment in form and substance reasonably determined by Purchaser. (d) As soon as reasonably practicable following the date of this Agreement, the Company (or the Paying Agent) will send to each Stockholder appropriate Transmittal Documents and to each Option Holder an appropriate Optionholder Acknowledgment for use in connection with the MergerContemplated Transactions. Following On or following the Effective TimeClosing Date, Purchaser Parent shall direct and cause the Paying Agent to pay by wire transfer of immediately available funds, as soon as reasonably practicable after a Stockholder has delivered to the Paying Agent Parent properly completed and executed Transmittal Documents and Stock Certificates (or affidavits in accordance with Section 2.8(e)2.7.5) evidencing the Shares of such Stockholder Stockholder, with respect to each such Share, cash in an amount equal to the Closing Per Share Merger Consideration Per Share orin the manner and at the times set forth in this Agreement; provided that Purchaser Parent shall cause the Paying Agent to pay such amounts merger consideration on the Closing Date to each Stockholder who has delivered such documentation to the Paying Agent not less than five (5) Business Days Parent prior to the Closing Date. (e) 2.7.4. Each Option Holder whose Options have been converted into the right to receive payment pursuant to Section 2.5 will be entitled to receive after proper delivery to the Surviving Corporation of a properly completed and executed Optionholder Acknowledgment for each such Option, the Option Consideration payable to such Option Holder, minus any applicable withholding, in the manner and at the times set forth in this Agreement and the Escrow Agreement. 2.7.5. If any Stock Certificate has been lost, stolen or destroyed, upon delivery of duly executed Transmittal Documents and the making of an affidavit of that fact by the Person claiming such Stock Certificate to be lost, stolen or destroyed, the Paying Agent Parent will pay to such Person, in exchange for each of the Shares represented by such lost, stolen or destroyed Stock Certificate, cash in an amount equal to the Per Share Merger Consideration Per Share as contemplated by this Article 2; provided that Parent or the Surviving Corporation may require the delivery of an indemnity from such Person with respect to each any such Share, to be paid as provided herein and in the Escrow Agreement and the Paying Agent Agreement. (f) Any portion of the amount deposited with the Paying Agent pursuant to Section 2.7 that remains unclaimed by the Securityholders six (6) months after the Effective Time will be returned to the Surviving Corporation, and any Stockholder who has not delivered to the Paying Agent the applicable Transmittal Documents and Stock Certificates (or in the event that any Stock Certificate has been lost, stolen or destroyed, provided an affidavit destroyed Stock Certificate in accordance with Section 2.8(e)),prior a form reasonably satisfactory to such time, will thereafter look only to the Surviving Corporation for payment thereof without any interest thereonParent.