Common use of Surrender of Stock Certificates Clause in Contracts

Surrender of Stock Certificates. (a) When and as needed, Parent shall deposit or cause to be deposited (and Parent shall provide all necessary funds and otherwise cause Merger Sub to deposit), with a bank or trust company designated by Parent or Merger Sub (and reasonably acceptable to the Company) to act as agent (the "Paying Agent") for the holders of Shares and Preferred Shares, the funds to which holders of Shares and Preferred Shares shall become entitled pursuant to Section 3.03(a) or Section 3.03(b), as the case may be. Such funds shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation. (b) (i) Promptly after the Effective Time, but in no event more than three business days thereafter, Parent shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares or Preferred Shares entitled to receive the Merger Consideration pursuant to Section 3.03(a) a form of a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares or Preferred Shares, as the case may be (a "Certificate" or the "Certificates"), shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Surviving Corporation may reasonably specify) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share or Preferred Share, as the case may be, formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate formerly evidencing Shares or Preferred Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the 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 of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable.

Surrender of Stock Certificates. (a) When Registrar and as neededTransfer Company, Parent or another similar institution selected by YDI Wireless, shall deposit or cause to be deposited (and Parent shall provide all necessary funds and otherwise cause Merger Sub to deposit), with a bank or trust company designated by Parent or Merger Sub (and reasonably acceptable to the Company) to act as exchange agent (the "Paying Exchange Agent") for in -------------- the holders of Shares and Preferred Shares, the funds to which holders of Shares and Preferred Shares shall become entitled pursuant to Section 3.03(a) or Section 3.03(b), as the case may be. Such funds shall be invested by the Paying Agent as directed by Parent or the Surviving CorporationMerger. (b) (i) Promptly after the Effective Time, but in no event more than three business days thereafter, Parent the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares a certificate or Preferred Shares entitled certificates (the "Certificates") which immediately prior to the Effective Time represented ------------ outstanding shares of Telaxis Common Stock whose shares were converted into the right to receive the Merger Consideration shares of YDI Wireless Common Stock pursuant to Section 3.03(a5, (i) a form of a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares or Preferred Shares, as the case may be (a "Certificate" or the "Certificates"), Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent and the Surviving Corporation YDI Wireless may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter in exchange for certificates representing shares of transmittalYDI Wireless Common Stock. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent of a Certificateor to such other agent or agents as may be appointed by YDI Wireless, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the Merger Consideration for each Share or Preferred Share, as number of whole shares of YDI Wireless Common Stock which such holder has the case may be, formerly evidenced by such Certificateright to receive pursuant to Section 5, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate formerly evidencing Shares or Preferred Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that, immediately prior to the Effective Time, represented shares of Telaxis Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the right to receive the number of full shares of YDI Wireless Common Stock into which such shares of Telaxis Common Stock shall have been so converted in accordance with Section 5. (c) No dividends or other distributions declared or made after the date of this Agreement with respect to YDI Wireless Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of YDI Wireless Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of YDI Wireless Common Stock 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 payable with respect to such whole shares of YDI Wireless Common Stock. (d) If any certificate for shares of YDI Wireless Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly endorsed properly or and otherwise be in proper form for transfer and that the person requesting such payment shall exchange will have paid all to YDI Wireless or any agent designated by it any transfer and or other taxes required by reason of the payment issuance of the Merger Consideration to a person certificate for shares of YDI Wireless Common Stock in any name other than that of the registered holder of the Certificate certificate surrendered, or shall have established to the satisfaction of YDI Wireless or any agent designated by it that such tax has been paid or is not payable. (e) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, the Surviving Corporation, or any party hereto shall be liable to a holder of shares of YDI Wireless Common Stock or Telaxis Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat, or similar law. (f) All shares of YDI Wireless Common Stock issued upon the surrender for exchange of shares of Telaxis Common Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Telaxis Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation that such taxes either of shares of Telaxis Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing shares of Telaxis Common Stock are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 6. (g) In the event any certificates evidencing shares of Telaxis Common Stock shall have been paid lost, stolen, or are not applicabledestroyed, the Exchange Agent shall, upon the making of an affidavit of that fact by the holder thereof, issue in exchange for such shares of Telaxis Common Stock, such shares of YDI Wireless Common Stock as may be required pursuant to Section 5; provided, however, that YDI Wireless may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against YDI Wireless, the Surviving Corporation, or the Exchange Agent with respect to the certificates alleged to have been lost, stolen, or destroyed.

Surrender of Stock Certificates. (a) When and as needed, Parent shall deposit or cause to be deposited (and Parent shall provide all necessary funds and otherwise cause Merger Sub to deposit), with a bank or trust company designated by Parent or Merger Sub (and reasonably acceptable to the Company) to act as agent (the "Paying Agent") for the holders of Shares and Preferred Shares, the funds to which holders of Shares and Preferred Shares shall become entitled pursuant to Section 3.03(a) or Section 3.03(b), as the case may be. Such funds shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation. (b) (i) Promptly after the Effective Time, but in no event more than three business days thereafter, Parent shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares or Preferred Shares entitled to receive the Merger Consideration pursuant to Section 3.03(a) a form of a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares or Preferred Shares, as the case may be (a "Certificate" or the "Certificates"), shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Surviving Corporation may reasonably specify) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share or Preferred Share, as the case may be, formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate formerly evidencing Shares or Preferred Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the 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 of the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable.