TopCo Stock. Buyer shall pay each holder of certificates representing TopCo Stock (collectively, the “TopCo Certificates”) who has surrendered his, her or its certificates representing the number of shares held by such holder, endorsed or accompanied by a stock power, in the form of Exhibit D (“TopCo Stock Power”), a post-closing stock power for use with the certificates representing such holder’s portion of the Holdback Consideration Shares in the form of Exhibit E (the “Post-Closing Stock Power”), a Letter of Transmittal in the form of Exhibit F (the “Letter of Transmittal”), together with a duly executed and completed Stockholder Support Agreement, the amount of Merger Consideration to which such Stockholder is entitled under Section 2.3 with respect to such TopCo Stock, and in accordance with the allocations set forth in Section 3.2. Any surrendered TopCo Certificates shall forthwith be canceled. Until so surrendered and exchanged, each such TopCo Certificate shall represent solely the right to receive the Merger Consideration into which the shares it theretofore represented shall have been converted pursuant to Section 2.3 (and in accordance with the allocations set forth in Section 3.2). Notwithstanding the foregoing, if any such TopCo Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of such fact by the Person claiming such certificate to be lost, stolen or destroyed, Buyer shall issue, in exchange for such lost, stolen or destroyed certificate, the applicable Merger Consideration to be paid in respect of the shares represented by such TopCo Certificate, as contemplated by this Agreement.
TopCo Stock. So long as any obligation pursuant to the terms of this Agreement with respect to the issuance by Topco of shares of Topco Stock remains outstanding, Topco shall, at the applicable times, take all lawful action within its control to cause the authorized capital stock of Topco to include a sufficient number of authorized but unissued shares of each applicable class of Topco Stock to satisfy its obligations hereunder. All shares of Topco Stock delivered pursuant to the terms of this Agreement shall be, when delivered, duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens (other than any restrictions under applicable securities Laws or pursuant to any stockholders’ or similar agreement by stockholders of Topco).
