Common use of Surrender of Company Capital Stock Clause in Contracts

Surrender of Company Capital Stock. (a) Prior to the Effective Time, Buyer shall appoint Mellon Investor Services LLC, or its successor, or any other bank or trust company mutually acceptable to Buyer and the Company, as exchange agent (the “Exchange Agent”) for the purpose of exchanging Certificates representing shares of Company Capital Stock. Buyer shall issue and deliver to the Exchange Agent such number of certificates of Buyer’s Common Stock representing the Aggregate Buyer Share Amount (and a sufficient amount of cash to pay holders of Company Capital Stock in lieu of any fractional shares of Buyer Common Stock) and the Aggregate Cash Amount. (b) Buyer shall direct the Exchange Agent to mail on the Mailing Date to each holder of record of a certificate or certificates representing any such shares of Company Capital Stock (each, a “Certificate”): (i) a letter of transmittal to be completed, signed and returned to the Exchange Agent by each such holder, (ii) an Election Form to be completed, signed and returned to the Exchange Agent by each such holder, (iii) appropriate and necessary documentation to establish, if applicable, an exemption from tax withholding in connection with payment of the Merger Consideration to each such holder, and (iv) instructions regarding the documentation described in clauses (i) through (iii) above for use in effecting the surrender of the Certificates, which instructions shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon surrendering a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Buyer, together with such letters of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to the provisions of Section 2.2), and the Certificate so surrendered shall forthwith be canceled. (c) If any payment of the Merger Consideration for shares of Company Capital Stock is to be made in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be conditions of such payment that the Certificate be presented to the Exchange Agent, accompanied by all documents required to evidence and effect the transfer of ownership thereof, and that the person requesting such payment shall pay to the Exchange Agent in advance any transfer costs and expenses, including taxes, required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such transfer costs and expenses, have been paid or are not payable. (d) Until surrendered as contemplated by this Section 2.1 and except as otherwise provided herein, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Company Capital Stock should be unable to surrender the Certificates representing such shares, because the Certificates have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificates to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of a bond in such amount as may be determined to be adequate by Buyer as indemnity against any claim that may be made against it with respect to such Certificates, such holder shall be entitled to receive the Merger Consideration. No interest shall be paid on the Per Share Cash Consideration.

Surrender of Company Capital Stock. (ai) Prior to At the Effective TimeClosing, Buyer the Shareholders shall appoint Mellon Investor Services LLC, or its successor, or any other bank or trust company mutually acceptable to Buyer and surrender the Company, as exchange agent (the “Exchange Agent”) for the purpose of exchanging Certificates representing shares of Company Capital Stock. Buyer shall issue and deliver to the Exchange Agent such number of certificates of Buyer’s Common Stock representing the Aggregate Buyer Share Amount (and a sufficient amount of cash to pay holders of Company Capital Stock in lieu of any fractional shares of Buyer Common Stock) and the Aggregate Cash Amount. (b) Buyer shall direct the Exchange Agent to mail on the Mailing Date to each holder of record of a certificate or certificates representing any such shares of their Company Capital Stock (eachthe "Certificates") to ------------ [Boston Equiserve], as Exchange Agent for the Merger (the "Exchange Agent"), for -------------- cancellation together with a “Certificate”): (i) Shareholder Certificate and a letter of transmittal to be completed, signed in such form and returned to the Exchange Agent by each having such holder, (ii) an Election Form to be completed, signed and returned to the Exchange Agent by each such holder, (iii) appropriate and necessary documentation to establish, if applicable, an exemption from tax withholding in connection with payment of the Merger Consideration to each such holder, and (iv) instructions regarding the documentation described in clauses (i) through (iii) above for use in effecting the provisions as Parent may reasonably request. Upon surrender of the Certificates, which instructions shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon surrendering a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by BuyerParent, together with such letters Shareholder Certificate and letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the Exchange Agent shall promptly (but in no event more than five (5) business days after the Effective Time) deliver to the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the Merger Consideration number of whole shares of Parent Common Stock (subject less the number of shares of Parent Common Stock to be deposited in the provisions of Escrow Fund on such holder's behalf pursuant to Section 2.2)2.2(b)(ii) hereof) to which such ----------------- Shareholder is entitled pursuant to Sections 2.1(a)(iii)-(v) hereof, as ------------------------ applicable, and the Certificate so surrendered shall forthwith be canceled. (c) If any payment of . Until so surrendered, each outstanding Certificate that, prior to the Merger Consideration for Effective Time, represented shares of Company Capital Stock is to will be made in a name deemed from and after the Effective Time, for all corporate purposes, other than that in which the Certificate surrendered in exchange therefor is registered, it shall be conditions of such payment that the Certificate be presented to the Exchange Agent, accompanied by all documents required to evidence and effect the transfer of ownership thereof, and that the person requesting such payment shall pay to the Exchange Agent in advance any transfer costs and expenses, including taxes, required by reason of the payment of the Merger Consideration dividends, to a person other than the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such transfer costs and expenses, have been paid or are not payable. (d) Until surrendered as contemplated by this Section 2.1 and except as otherwise provided herein, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon the number of full shares of Parent Common Stock into which such surrender the Merger Consideration. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Company Capital Stock should be unable to surrender the Certificates representing such shares, because the Certificates shall have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificates converted pursuant to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of a bond in such amount Section 2.1 hereof (except as may otherwise be determined to be adequate by Buyer as indemnity against any claim that may be made against it ----------- provided under Oregon Law with respect to such CertificatesDissenting Shares). (ii) As soon as practicable after the Effective Time (but in no event more than five (5) business days after the Effective Time), such holder and subject to and in accordance with the provisions of Article VII of the Reorganization Agreement, Parent shall cause to be distributed to the Escrow Agent designated in the Reorganization Agreement a certificate or certificates representing [__________________________] shares of Parent Common Stock, which shall be entitled to receive registered in the Merger Considerationname of the Escrow Agent. No interest Such shares shall be paid beneficially owned by the holder on whose behalf such shares were deposited in the Per Share Cash ConsiderationEscrow Fund and shall be available to compensate Parent as provided in Article VII of the Reorganization Agreement.

Surrender of Company Capital Stock. (a) Prior to the Effective Time, Buyer shall appoint Mellon Investor Services LLC, or its successor, or any other bank or trust company mutually acceptable to Buyer and the Company, as exchange agent (the “Exchange Agent”) for the purpose of exchanging Certificates representing shares of Company Capital Stock. At or prior to the Effective Time, Buyer shall issue and deliver to deposit with the Exchange Agent such number of certificates of Buyer’s Common Stock representing the Aggregate Buyer Share Amount (and a sufficient have UCB deposit immediately available funds in an amount not less than the portion of cash the Aggregate Cash Value payable hereunder to pay holders of Company Capital Stock in lieu of any fractional shares of Buyer Common Stock(other than Dissenting Shares) and outstanding immediately prior to the Aggregate Cash AmountEffective Time. (b) Buyer shall direct the Exchange Agent to mail on the Mailing Date (as defined in Section 2.2(a)) to each holder of record of a certificate or certificates representing any such shares of Company Capital Stock (each, a “Certificate”): (i) a letter of transmittal to be completed, signed and returned to the Exchange Agent by each such holder, (ii) an Election Form (as defined in Section 2.2(a)) to be completed, signed and returned to the Exchange Agent by each such holder, (iii) appropriate and necessary documentation enabling such holder to establish, if applicable, an exemption from tax withholding in connection with payment of the Merger Consideration to each such holder, and (iv) instructions regarding the documentation described in clauses (i) through (iii) above for use in effecting the surrender of the Certificates, which . The instructions shall specify that (w) Election Forms, properly completed and duly executed, are required to be returned to the Exchange Agent by the Election Deadline (as defined in Section 2.2(b)), (x) the materials specified in clauses (i) and (iii) above, properly completed and duly executed, are required to be returned to the Exchange Agent, accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Capital Stock covered by the Election Form submitted by such holder, (y) delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon , and (z) upon surrendering a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Buyer, together with such letters letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to the provisions of Section 2.2), and the Certificate so surrendered shall forthwith be canceled. (c) If any payment of the Merger Consideration for shares of Company Capital Stock is to be made in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be conditions a condition of such payment that the Certificate be presented to the Exchange Agent, accompanied by all documents required to evidence and effect the transfer of ownership thereof, and that the person requesting such payment shall pay to the Exchange Agent in advance any transfer costs and expenses, including taxes, required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such transfer costs and expenses, have been paid or are not payable. (d) Until surrendered as contemplated by this Section 2.1 and except as otherwise provided herein, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Company Capital Stock should be unable to surrender the Certificates representing such shares, shares because the Certificates have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificates to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of a bond in such amount as may be determined to be adequate by Buyer as indemnity against any claim that may be made against it with respect to such Certificates, such holder shall be entitled to receive the Merger Consideration. No interest shall be paid on any of the Per Share Cash Merger Consideration.

Surrender of Company Capital Stock. (a) Prior On or prior to the Effective TimeClosing Date, Buyer Parent and the Company shall appoint Mellon Investor Services LLCjointly select a reputable bank, or its successor, or any other bank transfer agent or trust company mutually acceptable to Buyer and the Company, act as exchange agent in the Merger (the “Exchange Agent”) for ). At the purpose First Effective Time, Parent shall deposit with the Exchange Agent evidence of exchanging Certificates book-entry shares representing the shares of Parent Capital Stock issuable pursuant to Section ‎2.5(a) in exchange for Company Capital Stock. Buyer shall issue and deliver to the Exchange Agent such number of certificates of Buyer’s Common Stock representing the Aggregate Buyer Share Amount (and a sufficient amount of cash to pay holders of Company Capital Stock in lieu of any fractional shares of Buyer Common Stock) and the Aggregate Cash Amount. (b) Buyer Promptly after the First Effective Time, the Parties shall direct cause the Exchange Agent to mail on to the Mailing Date to each holder Persons who were record holders of record of a certificate or certificates representing any such shares of Company Capital Stock (each, a “Certificate”): that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal to be completed, signed in customary form and returned to the Exchange Agent by each containing such holder, provisions as Parent may reasonably specify (ii) an Election Form to be completed, signed and returned to the Exchange Agent by each such holder, (iii) appropriate and necessary documentation to establish, if applicable, an exemption from tax withholding in connection with payment of the Merger Consideration to each such holder, and (iv) instructions regarding the documentation described in clauses (i) through (iii) above for use in effecting the surrender of the Certificates, which instructions shall specify including a provision confirming that delivery of physical stock certificates representing shares of Company Capital Stock, (the Certificates “Company Stock Certificates”) shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the such Company Stock Certificates to the Exchange Agent) and (ii) instructions for effecting the surrender of Company Stock Certificates, or uncertificated shares of Company Capital Stock, in exchange for book-entry shares of Parent Capital Stock. Upon surrendering surrender of a Company Stock Certificate for cancellation or other reasonable evidence of the ownership of uncertificated Company Capital Stock to the Exchange Agent or to for exchange, together with a duly executed letter of transmittal and such other agent or agents documents as may be appointed reasonably required by Buyer, together with such letters of transmittal, duly executed, the Exchange Agent or Parent: (A) the holder of such Company Stock Certificate or uncertificated shares of Company Capital Stock shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (subject in a number of whole shares of Parent Capital Stock) that such holder has the right to receive pursuant to the provisions of Section 2.2), ‎2.5(a) and Section ‎2.5(c) and (B) the Company Stock Certificate so surrendered shall forthwith be canceled. (c) If any payment of the Merger Consideration for or uncertificated shares of Company Capital Stock is to be made in a name other than that in which the Certificate so surrendered in exchange therefor is registered, it shall be conditions of such payment that the Certificate be presented to the Exchange Agent, accompanied by all documents required to evidence and effect the transfer of ownership thereof, and that the person requesting such payment shall pay to the Exchange Agent in advance any transfer costs and expenses, including taxes, required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such transfer costs and expenses, have been paid or are not payable. (d) canceled. Until surrendered as contemplated by this Section 2.1 and except as otherwise provided herein‎2.7(b), each Company Stock Certificate or uncertificated shares of Company Capital Stock shall be deemed at any time deemed, from and after the First Effective Time Time, to represent only the right to receive upon such surrender book-entry shares of Parent Capital Stock representing the Merger Consideration. Notwithstanding anything If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the contrary set forth hereindelivery of any shares of Parent Capital Stock, if require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate and post a bond indemnifying Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate or any Parent Capital Stock issued in exchange therefor as Parent may reasonably request. (c) No dividends or other distributions declared or made with respect to Parent Capital Stock with a record date after the First Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Capital Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or uncertificated shares of Company Capital Stock should be unable to surrender the Certificates representing such shares, because the Certificates have been lost or destroyed, upon the making of provides an affidavit of that fact by the person claiming such Certificates to be lost, stolen loss or destroyed and, if required by Buyer, the posting by such person of a bond destruction in such amount as may be determined to be adequate by Buyer as indemnity against any claim that may be made against it lieu thereof in accordance with respect to such Certificates, this Section ‎2.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any shares of Parent Capital Stock deposited with the Merger Consideration. No interest Exchange Agent that remain undistributed to holders of Company Stock Certificates as of the date that is 180 days after the Closing Date shall be paid on the Per Share Cash Considerationdelivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates or uncertificated shares of Company Capital Stock in accordance with this Section ‎2.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Capital Stock and any dividends or distributions with respect to shares of Parent Capital Stock. (e) No Person shall be liable to any holder of any Company Stock Certificate or uncertificated shares of Company Capital Stock or to any other Person with respect to any shares of Parent Capital Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law.

Surrender of Company Capital Stock. (a) Prior On or prior to the Effective TimeClosing Date, Buyer Parent and the Company shall appoint Mellon Investor Services LLCjointly select a reputable bank, or its successor, or any other bank transfer agent or trust company mutually acceptable to Buyer and the Company, act as exchange agent in the Merger (the “Exchange Agent”) for ). At the purpose First Effective Time, Parent shall deposit with the Exchange Agent evidence of exchanging Certificates book-entry shares representing the shares of Parent Capital Stock issuable pursuant to Section 2.5(a) in exchange for Company Capital Stock. Buyer shall issue and deliver to the Exchange Agent such number of certificates of Buyer’s Common Stock representing the Aggregate Buyer Share Amount (and a sufficient amount of cash to pay holders of Company Capital Stock in lieu of any fractional shares of Buyer Common Stock) and the Aggregate Cash Amount. (b) Buyer Promptly after the First Effective Time, the Parties shall direct cause the Exchange Agent to mail on to the Mailing Date to each holder Persons who were record holders of record of a certificate or certificates representing any such shares of Company Capital Stock (each, a “Certificate”): that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal to be completed, signed in customary form and returned to the Exchange Agent by each containing such holder, provisions as Parent may reasonably specify (ii) an Election Form to be completed, signed and returned to the Exchange Agent by each such holder, (iii) appropriate and necessary documentation to establish, if applicable, an exemption from tax withholding in connection with payment of the Merger Consideration to each such holder, and (iv) instructions regarding the documentation described in clauses (i) through (iii) above for use in effecting the surrender of the Certificates, which instructions shall specify including a provision confirming that delivery of physical stock certificates representing shares of Company Capital Stock, (the Certificates “Company Stock Certificates”) shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the such Company Stock Certificates to the Exchange Agent) and (ii) instructions for effecting the surrender of Company Stock Certificates, or uncertificated shares of Company Capital Stock, in exchange for book-entry shares of Parent Capital Stock. Upon surrendering surrender of a Company Stock Certificate for cancellation or other reasonable evidence of the ownership of uncertificated Company Capital Stock to the Exchange Agent or to for exchange, together with a duly executed letter of transmittal and such other agent or agents documents as may be appointed reasonably required by Buyer, together with such letters of transmittal, duly executed, the Exchange Agent or Parent: (A) the holder of such Company Stock Certificate or uncertificated shares of Company Capital Stock shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (subject in a number of whole shares of Parent Capital Stock) that such holder has the right to receive pursuant to the provisions of Section 2.2), 2.5(a) and Section 2.5(c) and (B) the Company Stock Certificate so surrendered shall forthwith be canceled. (c) If any payment of the Merger Consideration for or uncertificated shares of Company Capital Stock is to be made in a name other than that in which the Certificate so surrendered in exchange therefor is registered, it shall be conditions of such payment that the Certificate be presented to the Exchange Agent, accompanied by all documents required to evidence and effect the transfer of ownership thereof, and that the person requesting such payment shall pay to the Exchange Agent in advance any transfer costs and expenses, including taxes, required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such transfer costs and expenses, have been paid or are not payable. (d) canceled. Until surrendered as contemplated by this Section 2.1 and except as otherwise provided herein2.7(b), each Company Stock Certificate or uncertificated shares of Company Capital Stock shall be deemed at any time deemed, from and after the First Effective Time Time, to represent only the right to receive upon such surrender book-entry shares of Parent Capital Stock representing the Merger Consideration. Notwithstanding anything If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the contrary set forth hereindelivery of any shares of Parent Capital Stock, if require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate and post a bond indemnifying Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate or any Parent Capital Stock issued in exchange therefor as Parent may reasonably request. (c) No dividends or other distributions declared or made with respect to Parent Capital Stock with a record date after the First Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Capital Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or uncertificated shares of Company Capital Stock should be unable to surrender the Certificates representing such shares, because the Certificates have been lost or destroyed, upon the making of provides an affidavit of that fact by the person claiming such Certificates to be lost, stolen loss or destroyed and, if required by Buyer, the posting by such person of a bond destruction in such amount as may be determined to be adequate by Buyer as indemnity against any claim that may be made against it lieu thereof in accordance with respect to such Certificates, this Section 2.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any shares of Parent Capital Stock deposited with the Merger Consideration. No interest Exchange Agent that remain undistributed to holders of Company Stock Certificates as of the date that is 180 days after the Closing Date shall be paid on the Per Share Cash Considerationdelivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates or uncertificated shares of Company Capital Stock in accordance with this Section 2.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Capital Stock and any dividends or distributions with respect to shares of Parent Capital Stock. (e) No Person shall be liable to any holder of any Company Stock Certificate or uncertificated shares of Company Capital Stock or to any other Person with respect to any shares of Parent Capital Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law.