This excerpt taken from the ANSS 8-K filed Feb 17, 2006.
Section 4.1 Payment for Shares of Stock of the Selling Companies.
(a) As soon as practicable following the date of this Agreement and in any event not less than 20 days before the Closing Date, Parent shall appoint a national bank or trust company reasonably acceptable to the Selling Companies to act as Exchange Agent (the Exchange Agent). The Exchange Agent shall, pursuant to irrevocable instructions, make the payments provided for in Section 4.1(c) out of any deposits made with the Exchange Agent from the Holding Master Escrow and the Fluent Master Escrow, and such deposits shall not be used for any other purpose, except as provided in this Agreement.
(b) As soon as reasonably practicable following the Fourth Effective Time, Parent shall, or shall cause the Surviving Companies to, cause the Exchange Agent to mail to each record holder of an outstanding Certificate or Certificates that immediately prior to the applicable Effective Time represented outstanding shares of Selling Companies Stock (i) a form of letter of transmittal reasonably acceptable to Parent (which 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 Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration relating thereto, with respect to each share formerly represented by such Certificate; provided that Parent shall assist the Selling Companies
in developing arrangements for the delivery of such materials prior to Closing to all Persons entitled to receive Merger Consideration and to facilitate the delivery of the payments pursuant to Section 3.2(c) and (d) to certain significant Holding Stockholders (by wire transfer in the case of cash) as soon as practicable following the Fourth Effective Time; provided that such Holding Stockholders shall have first complied with the requirements set forth in Section 11.3(i).
(c) Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration that such holder has the right to receive in respect of the shares formerly represented by such Certificate, provided that such portion of the Merger Consideration has been released from the Holding Master Escrow and the Fluent Master Escrow. Any Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any of the Merger Consideration payable to the holders of Certificates, except to the extent interest is included in the amounts released from the Holding Master Escrow and the Fluent Master Escrow.
(d) If payment is to be made to a Person other than the Person in whose name 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 delivered to the Exchange Agent with all documents required to evidence and effect such transfer and that the Person requesting such payment 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 Companies that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 4.1(d), each Certificate (other than Certificates representing shares of Selling Companies Stock to be canceled in accordance with Sections 3.2(b), 3.3(b), 3.4(b) and 3.5(b) and Dissenting Shares) shall at any time after the applicable Effective Time represent solely the right to receive upon such surrender the Merger Consideration, as applicable, as contemplated by this Section 4.1.
(e) 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 and the posting by such Person of a bond in such reasonable amount as Parent or the Surviving Companies may direct as indemnity against any claim that may be made against it with respect to such Certificate to be lost, stolen or destroyed, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration with respect to the shares formerly represented thereby.
(f) To the extent permitted by applicable Law, none of Parent, Merger Subs, Merger Sub III, the Selling Companies, the Surviving Companies or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the deposits described in Section 4.1(a) properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate shall not have been surrendered immediately prior to the date on which any shares of Selling Companies Stock would otherwise escheat to, or become the property of, any Governmental Authority, any such shares shall, to the extent permitted by applicable Law, become the property of the Surviving Companies, free and clear of all claims or interest of any Person previously entitled thereto.
(g) Each of the Exchange Agent, Parent and the Surviving Companies shall be entitled to deduct and withhold from the applicable Merger Consideration or amounts otherwise payable pursuant to this Agreement to any holder of shares such amounts as are required to be withheld with respect to the making of such payment under the Code, and the Regulations promulgated thereunder, or any provision of United States federal, state or local tax Laws and shall instead pay such amount to the applicable Tax Authority. To the extent that amounts are so withheld by the Exchange Agent, Parent or the Surviving Companies, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares in respect of which such deduction and withholding was made by the Exchange Agent, Parent or the Surviving Companies.
(h) All Merger Consideration paid upon the surrender of a Certificate in accordance with the terms of this Section 4.1 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares formerly represented by such Certificate. At the applicable Effective Time, the stock transfer books of each of the Selling Companies shall be closed and no further registration of transfers of shares shall thereafter be made on the records of the Selling Companies. If, after the applicable Effective Time, Certificates are presented to the Surviving Companies for transfer, they shall be canceled and exchanged for the Merger Consideration relating thereto, as provided in this Section 4.1, subject to applicable Law in the case of Dissenting Shares.
(i) Promptly following the date that is six (6) months after the Fourth Effective Time, the Exchange Agent shall deliver (i) to Parent all cash, shares of Parent Common Stock, Certificates and other documents in its possession relating to the First Merger, the Second Merger or the Third Merger and (ii) to Fluent, all cash, shares of Parent Common Stock, Certificates and other documents in its possession relating to the Fourth Merger, and the Exchange Agents duties shall then terminate. Any former Stockholders who have not complied with Section 4.1 prior to the end of such six (6) month period shall thereafter look only to Parent or Fluent, as appropriate, (subject to abandoned property, escheat or other similar Laws) for payment of their claim for the Merger Consideration relating thereto, without any interest thereon.