Common use of Surrender of Shares; Stock Transfer Books Clause in Contracts

Surrender of Shares; Stock Transfer Books. (a) At the Closing, the Company Stockholder will surrender Company Stockholder’s Certificate(s) to Buyer (“Certificate”). Until so surrendered, such Certificate(s) will represent solely the right to receive the Merger Consideration relating thereto, subject to the withholding of General Escrow Shares pursuant to Section 1.7. (b) At the Effective Time, the stock transfer books of the Company will be closed and there will not be any further registration of transfers of any Company Common Stock, options or warrants thereafter on the records of the Company. If, at or after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they will be canceled and exchanged for Merger Consideration as provided in Section 1.6, subject to the withholding of General Escrow Shares pursuant to Section 1.7. (c) In the event any Certificate that has 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, Buyer will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration deliverable in respect thereof as determined in accordance with Section 1.6, subject to the withholding of General Escrow Shares pursuant to Section 1.7, if the Person to whom the Merger Consideration is paid will, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as the Surviving Corporation may reasonably direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Shares; Stock Transfer Books. (a) At the Closing, the Company Stockholder will surrender Company Stockholder’s 's Certificate(s) to Buyer (“Certificate”)Buyer. Until so surrendered, such Certificate(s) will represent solely the right to receive the Merger Consideration relating thereto, subject to the withholding of General Escrow Shares pursuant to Section 1.7. (b) At the Effective Time, the stock transfer books of the Company will be closed and there will not be any further registration of transfers of any Company Common StockShares, options or warrants thereafter on the records of the Company. If, at or after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they will be canceled and exchanged for Merger Consideration as provided in Section 1.6, subject to the withholding of General Escrow Shares pursuant to Section 1.7. (c) In the event any Certificate that has 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, Parent and Buyer will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration deliverable in respect thereof as determined in accordance with Section 1.6, subject to the withholding of General Escrow Shares pursuant to Section 1.7, 1.6 if the Person to whom the Merger Consideration is paid will, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as the Surviving Corporation may reasonably direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Shares; Stock Transfer Books. (a) At the Closing, all holders of Company Stock (the Company Stockholder “Selling Shareholders”) will surrender all Certificates representing shares of Company Stockholder’s Certificate(s) Stock to Buyer (each, a “Certificate”). Until so surrendered, such Certificate(s) Certificates will represent solely the right to receive the Merger Consideration relating thereto, subject to the withholding of General Escrow Shares pursuant to Section 1.7. (b) At the Effective Time, the stock transfer books of the Company will be closed and there will not be any further registration of transfers of any Company Common Stock, options or warrants thereafter on the records of the Company. If, at or after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they will be canceled and exchanged for Merger Consideration as provided in Section 1.6, subject to the withholding of General Escrow Shares pursuant to Section 1.7. (c) In the event any Certificate that has 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, Buyer will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration deliverable in respect thereof as determined in accordance with Section 1.6, subject to the withholding of General Escrow Shares pursuant to Section 1.7, 1.6 if the Person to whom the Merger Consideration is paid will, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as the Surviving Corporation may reasonably direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Shares; Stock Transfer Books. (a) At the Closing, the Company Stockholder will surrender Company Stockholder’s Certificate(s) to Buyer (“Certificate”)Buyer. Until so surrendered, such Certificate(s) will represent solely the right to receive the Merger Consideration relating thereto. Upon surrender of a Stockholder’s Certificate for cancellation, subject the holder of such certificate shall be entitled to receive promptly, but no later than one (1) business day after the withholding later of General Escrow Shares the Effective Time or the delivery of the Stockholder’s Certificate, in exchange therefore the per share Merger Consideration that such holder is entitled to receive pursuant to Section 1.7this Article I, and the certificate so surrendered shall forthwith be cancelled. (b) At the Effective Time, the stock transfer books of the Company will be closed and there will not be any further registration of transfers of any Company Common StockShares, options or warrants thereafter on the records of the Company. If, at or after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they will be canceled and exchanged for Merger Consideration as provided in Section 1.6, subject to the withholding of General Escrow Shares pursuant to Section 1.7. (c) In the event any Certificate that has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person Stockholder claiming such Certificate to be lost, stolen or destroyed, Parent and Buyer will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration deliverable in respect thereof as determined in accordance with Section 1.6, subject to the withholding of General Escrow Shares pursuant to 1.6 and Section 1.7, 1.7(a) if the Person to whom the Merger Consideration is paid will, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as the Surviving Corporation may reasonably direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Shares; Stock Transfer Books. (a) At the Closing, the Company Stockholder Shareholders will surrender Company Stockholder’s Shareholders’ Certificate(s) to Buyer (“Certificate”)Buyer. Until so surrendered, such Certificate(s) Certificates will represent solely the right to receive the Merger Consideration relating thereto, subject to the withholding of General Escrow Shares pursuant to Section 1.7. (b) At the Effective Time, the stock transfer books of the Company will be closed and there will not be any further registration of transfers of any Company Common Stock, options Shares or warrants Options thereafter on the records of the Company. If, at or after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they will be canceled and exchanged for Merger Consideration as provided in Section 1.6, subject to the withholding of General Escrow Shares pursuant to Section 1.7. (c) In the event any Certificate that has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (as defined below) claiming such Certificate to be lost, stolen or destroyed, Buyer will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration deliverable in respect thereof as determined in accordance with Section 1.6, subject to the withholding of General Escrow Shares pursuant to Section 1.7, 1.6 if the Person to whom the Merger Consideration is paid will, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as the Surviving Corporation may reasonably direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Shares; Stock Transfer Books. (a) At the Closing, the Company Stockholder Stockholders will surrender Company Stockholder’s Stockholders’ Certificate(s) to Buyer (“Certificate”)Buyer. Until so surrendered, such Certificate(s) will represent solely the right to receive the Merger Consideration relating thereto, subject to the withholding of General Escrow Shares pursuant to Section 1.7. (b) At the Effective Time, the stock transfer books of the Company will be closed and there will not be any further registration of transfers of any Company Common StockShares, options or warrants thereafter on the records of the Company. If, at or after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they will be canceled and exchanged for Merger Consideration as provided in Section 1.6, subject to the withholding of General Escrow Shares pursuant to Section 1.7. (c) In the event any Certificate that has 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, Buyer will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration deliverable in respect thereof as determined in accordance with Section 1.6, subject to the withholding of General Escrow Shares pursuant to Section 1.7, 1.6 if the Person to whom the Merger Consideration is paid will, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as the Surviving Corporation may reasonably direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Shares; Stock Transfer Books. (a) At the Closing, the Company Stockholder Stockholders will surrender Company Stockholder’s Stockholders’ Certificate(s) to Buyer (“Certificate”)Buyer. Until so surrendered, such Certificate(s) will represent solely the right to receive the Merger Consideration relating thereto, subject to the withholding of General Escrow Shares pursuant to Section 1.7. (b) At the Effective Time, the stock transfer books of the Company will be closed and there will not be any further registration of transfers of any Company Common StockShares, options or warrants thereafter on the records of the Company. If, at or after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they will be canceled and exchanged for Merger Consideration as provided in Section 1.6, subject to the withholding of General Escrow Shares pursuant to Section 1.7. (c) In the event any Certificate that has 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, Parent and Buyer will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration deliverable in respect thereof as determined in accordance with Section 1.6, subject to the withholding of General Escrow Shares pursuant to Section 1.7, 1.6 if the Person to whom the Merger Consideration is paid will, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as the Surviving Corporation may reasonably direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.