AR
COLLECTION PERIOD, PARENT SHALL PAY EACH COMPANY SHAREHOLDER ITS PRO RATA
PERCENTAGE OF AN AMOUNT, IF ANY, EQUAL TO (I) THE AR HOLDBACK, MINUS (II) ANY
PORTION OF THE AR HOLDBACK WHICH PARENT IS ENTITLED TO RETAIN UNDER SECTION 8.7,
BY CERTIFIED OR BANK CHECK OR BY WIRE TRANSFER OF FUNDS TO ACCOUNTS SPECIFIED BY
THE SHAREHOLDER REPRESENTATIVE IN WRITING AT LEAST THREE DAYS PRIOR TO SUCH
DISTRIBUTION DATE.
1.9
Delivery of Company Shares
At the Closing, the Company Shareholders shall deliver or cause to be delivered
to Parent:
(A)
CERTIFICATES FOR ALL THE COMPANY SHARES OWNED BY EACH COMPANY
SHAREHOLDER, DULY ENDORSED IN BLANK FOR TRANSFER, OR WITH STOCK POWERS ATTACHED
DULY EXECUTED IN BLANK, WITH ALL SIGNATURES NOTARIZED;
(B)
SUCH OTHER DOCUMENTS AS MAY BE REQUIRED TO EFFECT A VALID TRANSFER
OF THE COMPANY SHARES BY THE COMPANY SHAREHOLDERS, FREE AND CLEAR OF ANY AND ALL
ENCUMBRANCES INCLUDING, WITHOUT LIMITATION, ANY ENCUMBRANCES OR OTHER CLAIMS
UNDER ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE, PROVIDED THAT PARENT AND MERGER
SUB QUALIFY AS PROTECTED PURCHASERS UNDER ARTICLE 8 OF THE UNIFORM COMMERCIAL
CODE TO THE EXTENT THAT THE COMPANY'S REPRESENTATIONS IN SECTION 2.2 ARE
ACCURATE;
(C)
GENERAL RELEASES IN SUBSTANTIALLY THE FORM OF EXHIBIT B BY ALL
OFFICERS, DIRECTORS AND STOCKHOLDERS OF THE COMPANY RELEASING ANY LIABILITY OF
THE COMPANY TO THEM, OR ANY CLAIM THAT THEY MAY HAVE AGAINST THE COMPANY
(EXCLUDING CLAIMS ARISING UNDER THIS AGREEMENT AND THE COMPANY'S OBLIGATION TO
PAY ACCRUED AND UNPAID COMPENSATION AND TO CONTINUE OFFICER AND DIRECTOR
INDEMNIFICATION IN ACCORDANCE WITH THE TERMS HEREOF) (THE "GENERAL RELEASES");
AND
(D)
SUCH OTHER DOCUMENTS AS MAY BE REQUIRED ELSEWHERE IN THIS
AGREEMENT OR MAY BE REASONABLY REQUESTED BY COUNSEL TO THE PARENT.
1.10
Further Assurances
The Company Shareholders from time to time after the Closing, at the request of
Parent and without further consideration, shall execute and deliver such further
instruments of transfer and assignment (in addition to those delivered under
Section 1.9) and take such other action as
4
the Parent may reasonably require to effect the Merger and the other
transactions contemplated by this Agreement and the Ancillary Agreements.
1.11
Shareholder Representative
(A)
EACH COMPANY SHAREHOLDER WILL BE DEEMED TO HAVE IRREVOCABLY
CONSTITUTED AND APPOINTED, EFFECTIVE AS OF THE CLOSING, MR. JOHN BARROWS
(TOGETHER WITH HIS PERMITTED SUCCESSORS, THE "SHAREHOLDER REPRESENTATIVE"), AS
HIS TRUE AND LAWFUL AGENT AND ATTORNEY-IN-FACT TO ENTER INTO ANY AGREEMENT IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, TO EXERCISE ALL
OR ANY OF THE POWERS, AUTHORITY AND DISCRETION CONFERRED ON HIM UNDER ANY SUCH
AGREEMENT, TO WAIVE ANY TERMS AND CONDITIONS OF ANY SUCH AGREEMENT (OTHER THAN
THE PAYMENT OF THE MERGER CONSIDERATION IN ACCORDANCE WITH SECTION 1.8), TO GIVE
AND RECEIVE NOTICES ON HIS BEHALF AND TO BE HIS EXCLUSIVE REPRESENTATIVE WITH
RESPECT TO ANY MATTER, SUIT, CLAIM, ACTION OR PROCEEDING ARISING WITH RESPECT TO
ANY TRANSACTION CONTEMPLATED BY ANY SUCH AGREEMENT, INCLUDING, WITHOUT
LIMITATION, THE DEFENSE, SETTLEMENT OR COMPROMISE OF ANY CLAIM, ACTION