Common use of Surrender of Company Certificates Clause in Contracts

Surrender of Company Certificates. Promptly after the Effective Time, Parent shall cause the Surviving Corporation to mail to each person who was, at the Effective Time, a holder of record of Company Common Stock a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent and which shall be in customary form and agreed to by Parent and the Company prior to the Effective Time) and instructions for use in effecting the surrender of the Company Certificates in exchange for payment of the Merger Consideration pursuant to such letter of transmittal. Upon surrender to the Exchange Agent of a Company Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, (i) the holder of such Company Certificate shall be entitled to receive in exchange therefor, in accordance with its election (or non-election, as the case may be) and the provisions of Section 2.5(d), a Parent Certificate representing the number of whole shares of Parent Common Stock and/or the cash that such holder has the right to receive pursuant to Sections 2.4(a), 2.4(d) and 2.5(d), any cash in lieu of fractional shares of Parent Common Stock as provided in Section 2.6(g), and any unpaid dividends and distributions that such holder has the right to receive pursuant to Section 2.6(e) (after giving effect to any required withholding of taxes); and (B) such Company Certificate shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Company Certificate for the benefit of the holder of such Company Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Company Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Company Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment to a person other than the registered holder of the Company Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the distribution of the Merger Consideration.

Surrender of Company Certificates. (a) Prior to the Effective Time, the Company shall appoint an agent reasonably acceptable to OAC (the “Exchange Agent”) for the purpose of exchanging of certificates and instruments (“Company Certificates”) evidencing Company capital stock, Company Purchase Notes and other Company Common Stock Equivalent Securities that have been exercised or converted prior to the Effective Time but for which Company stock certificates have not yet been issued or which are automatically converted in accordance with Section 1.7 (“Uncertificated Company Common Stock Equivalent Securities”). Promptly after the Effective Time, Parent OAC shall send, or shall cause the Surviving Corporation Exchange Agent to mail send, to each person who was, at holder of record of such Company Securities as of the Effective Time, a holder of record of Company Common Stock a form of letter of transmittal and instructions (which shall specify that the delivery of Company Certificates shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates (if any were issued) to the Exchange Agent and which shall be in customary form and agreed to by Parent and the Company prior to the Effective TimeAgent) and instructions for use in effecting the surrender such exchange. (b) Each holder of the Company Certificates in exchange for payment of the Merger Consideration pursuant capital stock, Company Purchase Notes and Uncertificated Company Common Stock Equivalent Securities shall be entitled to such letter of transmittal. Upon surrender receive, as soon as reasonably practicable, upon delivery to the Exchange Agent of a the Company Certificate for cancellationCertificates (if any were issued), together with such a properly completed and duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, transmittal and such other documents as may be reasonably be required pursuant requested by the Exchange Agent, new stock certificates (or electronically credited shares with OAC’s or the Successor’s transfer agent or with The Depository Trust Company) for the applicable portion of the Merger Consideration in respect of the number of shares of capital stock of the Company, Company Purchase Notes and or other Company Common Stock Equivalent Securities that have been automatically converted in accordance with Section 1.7 that are owned by such holder. Notwithstanding anything to such instructionsthe contrary contained in this Agreement, (i) in accordance with the applicable provisions of the DGCL, regardless of whether any Company Certificate is surrendered, each holder of such Company Certificate capital stock, Company Purchase Notes and Uncertificated Company Common Stock Equivalent Securities (other than Dissenting Interests) shall be entitled to receive their applicable portion of the Merger Consideration upon the Effective Time and shall be reflected as owning such Merger Consideration as of the Effective Time in exchange thereforOAC’s and the Surviving Corporation’s books and records. (c) Notwithstanding anything to the contrary contained herein, in the event that any Company Certificate which was issued shall have been lost, stolen or destroyed, in lieu of delivery of such Company Certificate to the Exchange Agent, the holder of the applicable Company Security may instead deliver to the Exchange Agent an affidavit of lost certificate or instrument in form and substance reasonably acceptable to OAC and the Exchange Agent, which at the reasonable discretion of OAC may include a requirement that the owner of such lost, stolen or destroyed certificate or instrument to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against OAC or the Surviving Corporation with respect to such certificate or instrument alleged to have been lost, stolen or destroyed. Any affidavit of lost certificate or instrument properly delivered in accordance with its election (or non-election, this Section 1.11(c) shall be treated as the case may be) and the provisions of Section 2.5(d), a Parent Certificate representing the number of whole shares of Parent Common Stock and/or the cash that such holder has the right to receive pursuant to Sections 2.4(a), 2.4(d) and 2.5(d), any cash in lieu of fractional shares of Parent Common Stock as provided in Section 2.6(g), and any unpaid dividends and distributions that such holder has the right to receive pursuant to Section 2.6(e) (after giving effect to any required withholding of taxes); and (B) such valid Company Certificate for all purposes of this Agreement. (d) After the Effective Time, there shall then be canceledno further registration of transfers of Company Securities. No interest If, after the Effective Time, Company Securities are presented to the Surviving Corporation, OAC or the Exchange Agent, they shall accrue or be paid on canceled and, if not previously issued, exchanged for certificates for the applicable portion of the Merger Consideration payable provided for, and in accordance with the procedures set forth in this Article I. All securities issued upon the surrender of any Company Certificate for Securities in accordance with the benefit terms of the holder of such Company Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Company Certificate is registered on the stock transfer books of the Company, it this Agreement shall be a condition of payment that the Company Certificate so surrendered shall be endorsed properly or otherwise be deemed to have been issued in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment to a person other than the registered holder of the Company Certificate surrendered or shall have established to the full satisfaction of the Surviving Corporation that all rights pertaining to such Taxes either have been paid or are not applicable. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the distribution of the Merger Considerationsecurities.

Surrender of Company Certificates. Promptly after Immediately following the Effective TimeClosing, Parent shall cause the Surviving Corporation to mail to each person who was, at the Effective Time, a holder of record of Company Common Stock a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent and which shall be in customary form and agreed to by Parent and the Company prior to the Effective Time) and instructions for use in effecting the surrender of the Company Certificates in exchange for payment of the Merger Consideration pursuant to such letter of transmittal. Upon surrender to the Exchange Agent of a Company Certificate for cancellationcancellation to the Exchange Agent, together with such a duly executed letter of transmittal, duly completed transmittal and validly executed in accordance with the instructions thereto, and such any other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, (i) the holder of such that Company Certificate shall be entitled to receive receive, as soon as reasonably practicable thereafter, in exchange therefor, in accordance with its election therefor (or non-election, as A) (x) the case may be) and the provisions of Section 2.5(d), a Parent Certificate representing the number of whole shares Closing Date Portion consisting of Parent Common Stock and/or issuable in exchange for such holder’s Company Certificates (after taking into account all shares then held by such holder) and (y) a check in the amount equal to (I) the cash that such holder has component of the right to receive pursuant to Sections 2.4(a), 2.4(dMerger Consideration plus (II) and 2.5(d), any the cash in lieu of fractional shares of Parent Common Stock as provided payable in Section 2.6(g)respect of such holder’s Closing Date Portion (collectively, the “Closing Date Consideration Payments”) and (B) at the times and in accordance with the terms of the Escrow Agreements, any unpaid dividends and distributions that remaining portion of the Merger Consideration payable to such holder has the right to receive pursuant to Section 2.6(e) (after giving effect to holder, in each case, less any required withholding of taxes); and (B) such . Any Company Certificate Certificates so surrendered shall then be canceledcancelled immediately. No interest shall accrue or be paid on the Merger Consideration any amount payable upon the due surrender of any Company Certificates. To the extent a holder of Company Common Stock surrenders a Company Certificate for together with a duly executed letter of transmittal and any other documents reasonably required by the benefit of Exchange Agent prior to or at the holder of such Company Certificate. If payment of the Merger Consideration is Closing, Parent shall use its reasonable commercial efforts to be made to a person other than the person in whose name the surrendered Company Certificate is registered deliver, on the stock transfer books Closing Date or as soon thereafter as practicable, the Closing Date Consideration Payments pursuant to such holder’s instructions set forth in the letter of the Company, it shall be a condition of payment that the Company Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment to a person other than the registered holder of the Company Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the distribution of the Merger Considerationtransmittal.

Surrender of Company Certificates. (a) Prior to the Effective Time, Adherex shall designate a bank or trust company (or other person acceptable to Adherex and the Company) to act as exchange agent (the “Exchange Agent”) in the Merger, which may be its registrar and transfer agent. (b) At the Effective Time, Adherex shall make available to the Exchange Agent for exchange in accordance with this Article I, through such reasonable procedures as Adherex may adopt, the Merger Securities issuable pursuant to Section 1.6 hereof in exchange for outstanding shares of Common Stock. (c) Promptly after the Effective Time, Parent Adherex shall cause the Surviving Corporation Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates (the “Company Certificates”) which immediately prior to the Effective Time represented outstanding shares of Common Stock whose shares were converted into the right to receive Merger Securities pursuant to Section 1.6 hereof: (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent and which shall be in customary such form and agreed to by Parent and the Company prior to the Effective Timehave such other provisions as Adherex may reasonably specify); and (ii) and instructions for use in effecting the surrender of the Company Certificates in exchange for payment of the Merger Consideration pursuant to such letter of transmittal. Upon surrender cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Adherex. Upon surrender of a the Company Certificate for cancellationCertificates to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, (i) the holder of such Company Certificate shall be entitled to receive in exchange therefor, in accordance with its election (or non-election, as the case may be) and the provisions of Section 2.5(d), therefor a Parent Certificate certificate representing the number of whole shares of Parent Common Stock and/or the cash that such holder has the right to receive pursuant to Sections 2.4(a), 2.4(d) Merger Shares and 2.5(d), any cash in lieu of fractional shares of Parent Common Stock as provided in Section 2.6(g), and any unpaid dividends and distributions that Merger Warrants which such holder has the right to receive pursuant to Section 2.6(e) 1.6 hereof (after giving effect to any required withholding of taxesthe “Adherex Certificates”); , and (B) such Company Certificate shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Company Certificate for the benefit of the holder of such Company Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Company Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Company Certificate so surrendered shall forthwith be cancelled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Common Stock will be deemed from and after the Effective Time, for all corporate purposes to evidence the ownership of the number of Merger Securities into which shares of Common Stock shall have been so converted in accordance with Section 1.6 hereof. (d) No dividends or other distributions declared or made after the Effective Time with respect to Common Shares with a record date on or after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to Merger Shares represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to applicable law, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole Merger Shares issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Merger Shares. (e) If any certificate for Merger Shares or Merger Warrants is to be issued in a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that (i) the Company Certificate so surrendered will be properly endorsed properly or and otherwise be in proper form for transfer and transfer, (ii) that the person requesting such payment shall exchange will have paid all to Adherex, or any agent designated by it, any transfer and or other Taxes taxes required by reason of the payment to issuance of a person certificate for Merger Shares or Merger Warrants in any name other than that of the registered holder of the Company Certificate surrendered certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation Adherex or any agent designated by it that such Taxes either have tax has been paid or are is not applicable. The Surviving Corporation payable and (iii) that an opinion shall pay all charges and expenseshave been delivered to Adherex on behalf of the transferor to the effect that such transfer will not violate any applicable securities laws. (f) Notwithstanding anything to the contrary in this Section 1.8, including those none of the Exchange Agent, in connection with the distribution of the Merger ConsiderationSurviving Company or any party hereto shall be liable to a Stockholder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Surrender of Company Certificates. Promptly (i) As soon as reasonably practicable after the Effective Time, Parent shall cause (and in no event more than five (5) Business Days), the Reverse Merger Surviving Corporation shall send or cause to mail to each person who was, at the Effective Time, be sent a holder of record of Company Common Stock a form of notice and letter of transmittal form (which shall specify that delivery shall be effected, effective and risk of loss and title to the Company Certificates shall pass, only upon proper delivery receipt of the Company Certificate or Certificates to the Exchange Agent and which shall be in customary form and agreed to by Parent and the Company prior as described therein) to the Effective Time) and instructions for use in effecting the surrender of the Company Certificates in exchange for payment of the Merger Consideration pursuant to such letter of transmittal. Upon surrender to the Exchange Agent each holder of a Company Certificate (other than those representing shares held in the treasury of the Company and Dissenting Shares), advising such holder of the effectiveness of the Reverse Merger and the procedure for cancellationsurrendering of such Company Certificate for exchange into the Merger Consideration payable in respect of the Company Common Stock represented thereby. Each holder of Company Common Stock, upon surrender of each of his or her Company Certificates, together with such a duly executed copy of a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, (i) the holder of such Company Certificate shall be entitled to receive in exchange therefor, in accordance the Merger Consideration (together with its election (or non-election, as the case may be) and the provisions of Section 2.5(d), a Parent Certificate representing the number of whole shares of Parent Common Stock and/or the cash that such holder has the right to receive pursuant to Sections 2.4(a), 2.4(d) and 2.5(d), any cash in lieu of fractional shares of Parent shares) with respect to the Company Common Stock as provided in Section 2.6(g), and any unpaid dividends and distributions that such holder has the right to receive pursuant to Section 2.6(e) (after giving effect to any required withholding of taxes); and (B) represented by such Company Certificate shall then be canceled. No interest shall accrue or be paid on Certificates in accordance with the provisions of this Article II. (ii) If the Merger Consideration payable upon the surrender of (or any Company Certificate for the benefit of the holder of such Company Certificate. If payment of the Merger Consideration portion thereof) is to be made paid to a person Person other than the person Person in whose name the surrendered Company Certificate surrendered in exchange therefor is registered on the stock transfer books of the Companyregistered, it shall be a condition to the payment of payment the Merger Consideration that the Company Certificate so surrendered shall be properly endorsed properly or accompanied by appropriate stock powers and otherwise be in proper form for transfer, that such transfer otherwise be proper and that the person Person requesting such payment shall have paid all transfer and other pay to the Reverse Merger Surviving Corporation, any transfer Taxes required payable by reason of the payment to a person other than the registered holder of the Company Certificate surrendered foregoing or shall have established establish to the satisfaction of the Reverse Merger Surviving Corporation that such Taxes either have been paid or are not applicable. The Surviving Corporation required to be paid. (iii) No interest, dividends or other distributions declared or made after the Effective Time with respect to Company Common Stock shall pay all charges and expensesbe paid or shall accrue to the holder of any unsurrendered Company Certificate with respect to the shares of Company Common Stock represented thereby, including those until the holder of the Exchange Agent, in connection with the distribution of the Merger Considerationsuch Company Certificate shall surrender such Company Certificate as provided herein.