Common use of Surrender of Company Common Stock Clause in Contracts

Surrender of Company Common Stock. (a) Promptly after the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent for the benefit of the stockholders of the Company, such amount of cash as shall be payable in exchange for outstanding shares of Company Common Stock pursuant to Section 2.6 hereof upon surrender of the Certificates. Such funds shall be invested by the Paying Agent as directed by the Parent. (b) As soon as practicable after the Effective Time, but in no event later than 5 calendar days after the Effective Time, the Paying Agent shall mail to each holder of record (other than to holders of Company Common Stock to be cancelled as set forth in Section 2.6(b) or 2.6(c) or Appraisal Shares) of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a form letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. (c) Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly executed, and such other agreements as the Paying Agent shall reasonably request, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (net of all applicable withholding taxes), and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.8(c), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate. (d) Any amounts of cash delivered or made available to the Paying Agent pursuant to this Section 2.8 and not exchanged for Certificates within 6 months after the Effective Time pursuant to this Section 2.8 shall be returned by the Paying Agent to Parent. Thereafter, all holders of unsurrendered Certificates under this Article II shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a share of Company Common Stock for any Merger Consideration delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar Law. (e) If any payment of the Merger Consideration is to be made to a Person other than that in which the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. (f) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration as provided in this Article II. (g) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and indemnifying the Surviving Corporation against any claim that may be made against it with respect to such Certificate, which indemnification obligation, if reasonably requested by the Surviving Corporation, shall be secured by an indemnification bond, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration.

Surrender of Company Common Stock. (a) Promptly after the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent for the benefit of the stockholders of the Company, such amount of cash as shall be payable in exchange for outstanding shares of Company Common Stock pursuant to Section 2.6 hereof upon surrender of the Certificates. Such funds shall be invested by the Paying Agent as directed by the Parent. (b) As soon as practicable after the Effective Time, but in no event later than 5 calendar days after the Effective Time, the Paying Agent shall mail to each holder of record (other than to holders of Company Common Stock to be cancelled as set forth in Section 2.6(b) or 2.6(c) or Appraisal Shares) of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “"Certificates”") (i) a form letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. (c) Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly executed, and such other agreements as the Paying Agent shall reasonably request, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (net of all applicable withholding taxes), and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.8(c), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate. (d) Any amounts of cash delivered or made available to the Paying Agent pursuant to this Section 2.8 and not exchanged for Certificates within 6 months after the Effective Time pursuant to this Section 2.8 shall be returned by the Paying Agent to Parent. Thereafter, all holders of unsurrendered Certificates under this Article II shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a share of Company Common Stock for any Merger Consideration delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar Law. (e) If any payment of the Merger Consideration is to be made to a Person other than that in which the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. (f) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration as provided in this Article II. (g) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and indemnifying the Surviving Corporation against any claim that may be made against it with respect to such Certificate, which indemnification obligation, if reasonably requested by the Surviving Corporation, shall be secured by an indemnification bond, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration.

Surrender of Company Common Stock. STOCK TRANSFER BOOKS. (a) Prior to the Closing Date, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent for Company Stockholders in connection with the Merger (the "Exchange Agent"). The Exchange Agent shall receive the Merger Consideration to which Company Stockholders shall become entitled pursuant to Section 2.7(a). Prior to the Effective Time, Parent will make available to the Exchange Agent sufficient shares of Parent Common Stock and an estimated amount of cash in lieu of fractional shares to make all exchanges pursuant to Section 2.10(b). The Exchange Agent shall cause the shares of Parent Common Stock, dividends or distributions with respect thereto and cash in lieu of fractional shares deposited by Parent to be (i) held for the benefit of Company Stockholders and (ii) promptly applied to making the exchanges and payments provided for in Section 2.10(b). Such shares of Parent Common Stock, dividends or distributions with respect thereto and cash in lieu of fractional shares shall not be used for any purpose that is not provided for herein. (b) Promptly after the Effective Time, Parent shall depositshall, or shall cause the Exchange Agent to, mail to be deposited, with the Paying Agent for the benefit of the stockholders of the Company, such amount of cash as shall be payable in exchange for outstanding each Company Stockholder whose shares of Company Common Stock were converted pursuant to Section 2.6 hereof upon surrender of 2.7(a) into the Certificates. Such funds shall be invested by the Paying Agent as directed by the Parent. (b) As soon as practicable after the Effective Time, but in no event later than 5 calendar days after the Effective Time, the Paying Agent shall mail right to each holder of record (other than to holders of Company receive Parent Common Stock to be cancelled as set forth in Section 2.6(b) or 2.6(c) or Appraisal Shares) of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. (c) Consideration and the cash in lieu of fractional shares pursuant to Section 2.9. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other agreements documents as the Paying Agent shall may be reasonably requestrequired pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, (i) a certificate representing that number of whole shares of Parent Common Stock which such holder has the Merger Consideration right to receive pursuant to the provisions of Section 2.7(a), with respect to each Certificate formerly representing shares of Company Common Stock, (net ii) cash in lieu of all applicable withholding taxesany fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.9, after giving effect to any required Tax withholdings, and (iii) any dividends or distributions to which such holder is entitled pursuant to Section 2.10(e), and the Certificate so surrendered shall forthwith be cancelledcanceled. Until so surrendered as contemplated by this Section 2.8(c)and exchanged, each Certificate shall be deemed at any time after the Effective Time to represent only solely the right to receive the Merger Consideration with respect to into which the shares of Company Common Stock formerly it theretofore represented thereby. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender have been converted pursuant to Section 2.7(a), cash in lieu of any Certificate. (d) Any amounts of cash delivered or made available to the Paying Agent fractional shares pursuant to this Section 2.8 2.9 and not exchanged for Certificates within 6 months after the Effective Time any dividends or distributions pursuant to this Section 2.8 shall be returned by 2.10(e). If the Paying Agent to Parent. Thereafter, all holders exchange of unsurrendered Certificates under this Article II shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender certificates representing shares of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a share of Company Parent Common Stock for any Merger Consideration delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar Law. (e) If any payment of the Merger Consideration is to be made to a Person other than that the Person in which whose name the surrendered Certificate surrendered is registered, it shall be a condition of payment exchange that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment exchange shall pay have paid any transfer or and other taxes required by reason of the payment exchange of certificates representing shares of Parent Common Stock to a Person other than the registered holder of the Certificate surrendered or establish shall have established to the reasonable satisfaction of the Surviving Corporation Parent that such tax Tax either has been paid or is not applicable. (fc) After At any time after the one-year anniversary of the Effective Time, there Parent shall be no further registration of transfers on entitled to require the stock transfer books of the Surviving Corporation of the Exchange Agent to deliver to Parent cash and any other instruments (including certificates for shares of Company Parent Common Stock which were outstanding immediately prior Stock) in its possession relating to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented transactions contemplated by this Agreement which had been made available to the Surviving CorporationExchange Agent and which have not been distributed to holders of Certificates. Thereafter, they shall be cancelled and exchanged for the Merger Consideration as provided in this Article II. (g) If any Certificate shall have been losteach holder of a Certificate, stolen or destroyedrepresenting shares converted pursuant to Section 2.7(a), upon the making of an affidavit of that fact by the Person claiming may surrender such Certificate to be lostParent and (subject to applicable abandoned property, stolen escheat or destroyed and indemnifying the Surviving Corporation against any claim that may be made against it with respect to such Certificate, which indemnification obligation, if reasonably requested by the Surviving Corporation, shall be secured by an indemnification bond, the Paying Agent shall issue other similar laws) receive in exchange for such lost, stolen or destroyed Certificate therefor the Merger Consideration.consideration payable in respect thereto pursuant to

Surrender of Company Common Stock. (a) Promptly after Prior to the Effective TimeOffer Closing Date, Parent Cathay shall depositappoint American Stock Transfer & Trust Co., or cause its successor, or any other bank or trust company mutually acceptable to be deposited, with the Paying Agent for the benefit of the stockholders of Cathay and the Company, such amount as paying agent and exchange agent (the "Exchange Agent") for the purpose of cash as shall be payable in exchange for outstanding exchanging Certificates representing shares of Company Common Stock pursuant to Section 2.6 hereof upon surrender the Offer and the Merger. At or prior to the Offer Closing Date, Cathay shall deposit with the Exchange Agent (i) such number of certificates of Cathay Common Stock representing the Certificatesshares of Cathay Common Stock issuable pursuant to the Offer and (ii) immediately available funds in an amount representing the cash payable pursuant to the Offer. Such At or prior to the Merger Closing Date, Cathay shall deposit with the Exchange Agent (i) if the Offer has not been consummated, such number of certificates of Cathay Common Stock representing the shares of Cathay Common Stock issuable pursuant to the Merger and (ii) immediately available funds shall be invested by in an amount representing the Paying Agent as directed by cash payable pursuant to the ParentMerger. (b) As soon as practicable after Cathay shall direct the Effective Time, but in no event later than 5 calendar days after Exchange Agent to mail on the Effective Time, Mailing Date (if the Paying Agent shall mail Offer has not been consummated) or promptly following the Merger Closing Date (if the Offer has been consummated) to each holder of record (other than to holders of Company Common Stock to be cancelled as set forth in Section 2.6(b) or 2.6(c) or Appraisal Shares) of a certificate or certificates that immediately prior to the Effective Time represented outstanding representing any such shares of Company Common Stock (the “Certificates”) each, a "Certificate"): (i) a form letter of transmittal to be completed, signed and returned to the Exchange Agent by each such holder, (which shall ii) if the Offer has not been consummated, a Merger Election Form 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 customary form 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. The instructions shall specify that (w) Merger Election Forms, properly completed and duly executed, are required to be returned to the Exchange Agent by the Election Deadline (if the Offer has not been consummated), (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 Common Stock covered by the Merger 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 proper delivery of the Certificates to the Paying Exchange Agent) , and (iiz) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. (c) Upon surrender of upon surrendering a Certificate for cancellation to the Paying AgentExchange Agent or to such other agent or agents as may be appointed by Cathay, together with such letter of transmittal, duly executed, and such other agreements as the Paying Agent shall reasonably request, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (net subject to the provisions of all applicable withholding taxesSection 2.2), and the Certificate so surrendered shall forthwith be cancelled. canceled. (c) If any payment of the Merger Consideration or the Offer Consideration for shares of Company Common 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 or the Offer 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 2.8(c)2.1 and except as otherwise provided herein, each Certificate shall be deemed at any time after the Merger Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect Consideration. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Company Common Stock formerly represented thereby. No interest shall accrue or should be paid on unable to surrender the Merger Consideration payable upon the surrender of any Certificate. (d) Any amounts of cash delivered or made available to the Paying Agent pursuant to this Section 2.8 and not exchanged for Certificates within 6 months after the Effective Time pursuant to this Section 2.8 shall be returned by the Paying Agent to Parent. Thereafter, all holders of unsurrendered Certificates under this Article II shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a share of Company Common Stock for any Merger Consideration delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar Law. (e) If any payment of the Merger Consideration is to be made to a Person other than that in which the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. (f) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented to shares, because the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration as provided in this Article II. (g) If any Certificate shall Certificates have been lost, stolen lost or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate Certificates to be lost, stolen or destroyed and indemnifying and, if required by Cathay, the Surviving Corporation posting by such person of a bond in such amount as may be determined to be adequate by Cathay as indemnity against any claim that may be made against it with respect to such CertificateCertificates, which indemnification obligation, if reasonably requested by the Surviving Corporation, such holder shall be secured by an indemnification bond, entitled to receive the Paying Agent Merger Consideration. No interest shall issue in exchange for such lost, stolen or destroyed Certificate be paid on the Merger Consideration.

Surrender of Company Common Stock. (a) Promptly after Prior to the Effective Time, Parent Buyer shall depositappoint Mellon Investor Services LLC, or cause its successor, or any other bank or trust company mutually acceptable to be deposited, with the Paying Agent for the benefit of the stockholders of Buyer and the Company, such amount as exchange agent (the “Exchange Agent”) for the purpose of cash as shall be payable in exchange for outstanding exchanging Certificates representing shares of Company Common Stock pursuant Stock. At or prior to Section 2.6 hereof upon surrender of the Certificates. Such funds shall be invested by the Paying Agent as directed by the Parent. (b) As soon as practicable after the Effective Time, but Buyer shall deposit with the Exchange Agent (i) such number of certificates of Buyer’s Common Stock representing the Aggregate Buyer Share Amount and (ii) immediately available funds in no event later an amount not less than 5 calendar days after the Effective Time, portion of the Paying Agent shall mail to each holder of record (other than Aggregate Cash Value payable hereunder to holders of Company Common Stock to be cancelled as set forth in Section 2.6(b) or 2.6(c) or Appraisal (other than Dissenting Shares) outstanding immediately prior to the Effective Time. (b) Buyer shall direct the Exchange Agent to mail on the Mailing Date to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding representing any such shares of Company Common Stock (the each, a “CertificatesCertificate”) ): (i) a form letter of transmittal to be completed, signed and returned to the Exchange Agent by each such holder, (which shall ii) an Election Form 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 customary form 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. 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, (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 Common 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 proper delivery of the Certificates to the Paying Exchange Agent) , and (iiz) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. (c) Upon surrender of upon surrendering a Certificate for cancellation to the Paying AgentExchange Agent or to such other agent or agents as may be appointed by Buyer, together with such letter of transmittal, duly executed, and such other agreements as the Paying Agent shall reasonably request, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (net subject to the provisions of all applicable withholding taxesSection 2.2), and the Certificate so surrendered shall forthwith be cancelled. canceled. (c) If any payment of the Merger Consideration for shares of Company Common 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 2.8(c)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 with respect Consideration. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Company Common Stock formerly represented thereby. No interest shall accrue or should be paid on unable to surrender the Merger Consideration payable upon the surrender of any Certificate. (d) Any amounts of cash delivered or made available to the Paying Agent pursuant to this Section 2.8 and not exchanged for Certificates within 6 months after the Effective Time pursuant to this Section 2.8 shall be returned by the Paying Agent to Parent. Thereafter, all holders of unsurrendered Certificates under this Article II shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a share of Company Common Stock for any Merger Consideration delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar Law. (e) If any payment of the Merger Consideration is to be made to a Person other than that in which the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. (f) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented to shares, because the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration as provided in this Article II. (g) If any Certificate shall Certificates have been lost, stolen lost or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate Certificates to be lost, stolen or destroyed and indemnifying and, if required by Buyer, the Surviving Corporation 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 CertificateCertificates, which indemnification obligation, if reasonably requested by the Surviving Corporation, such holder shall be secured by an indemnification bond, entitled to receive the Paying Agent Merger Consideration. No interest shall issue in exchange for such lost, stolen or destroyed Certificate be paid on any of the Merger Consideration.