Common use of Certificate Exchange Procedures Clause in Contracts

Certificate Exchange Procedures. As promptly as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Per Share Closing Payment (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Closing Payment. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 3.01(a), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment of the Per Share Closing Payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered if, upon presentation to the Paying Agent, such Certificate is properly endorsed or otherwise in proper form for transfer and the Person requesting such payment pays any transfer or other taxes required by reason of the payment of the Per Share Closing Payment to a Person other than the registered holder of such Certificate or establishes to the reasonable satisfaction of Parent that such taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.02(c), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Payment and the Per Share Escrow Payments which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article III. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article III.

Certificate Exchange Procedures. As promptly as practicable Promptly after the Effective Time, Parent the Company shall cause the Paying Transfer Agent to mail to each holder of record (as of the Effective Time) of a Certificate whose certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented the outstanding shares of Company Common Stock were converted into the right to receive the Per Share Closing Payment portion of the Merger Consideration payable for such Common Stock, (i) a form of letter of transmittal in customary form and approved by the Company prior to the Effective Time (which approval shall not be unreasonably withheld or delayed) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Paying Transfer Agent and which shall be in customary form and have contain such other provisions as Parent may the Constituent Companies shall reasonably specifyagree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Closing Payment. Each holder portion of record of a Certificate shall, the Merger Consideration payable upon surrender of said Certificates. Upon surrender of Certificates for cancellation to the Paying Transfer Agent of or to such Certificateother agent or agents as may be appointed by the Company, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and the holders of such other documents as may reasonably be required by Certificates formerly representing the Paying Agent, Company Common Stock shall be entitled to receive in exchange therefor the amount portion of cash which the number of Merger Consideration payable for such shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 3.01(a)Stock, and the Certificate Certificates so surrendered shall forthwith be canceled. In Until so surrendered, outstanding Certificates shall be deemed from and after the event of a transfer of Effective Time, for all corporate purposes, to evidence only the ownership of Company Common Stock that is not registered in the transfer records respective portion of the Company, payment of Merger Consideration to which the Per Share Closing Payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered if, upon presentation to the Paying Agent, such Certificate is properly endorsed or otherwise in proper form for transfer and the Person requesting such payment pays any transfer or other taxes required by reason of the payment of the Per Share Closing Payment to a Person other than the registered record holder of such Certificate or establishes is entitled by virtue thereof. Promptly following surrender of any such Certificates and the duly executed letters of transmittal, the Transfer Agent shall deliver to the reasonable satisfaction record holders thereof, the portion of Parent that the Merger Consideration to which such taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.02(c)holder is entitled upon surrender of said Certificates, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Payment and the Per Share Escrow Payments which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article III. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant subject to the provisions of this Article IIIrestrictions set forth herein.

Certificate Exchange Procedures. As promptly as practicable Promptly after the Effective Time, Parent Cloudtech shall cause the Paying Transfer Agent to mail to each holder of record (as of the Effective Time) of a Certificate whose certificate or certificates (the Certificates), which immediately prior to the Effective Time represented the outstanding shares of Company Common Stock were converted into the right to receive the Per Share Closing Payment portion of the Merger Consideration payable for such Common Stock, (i) a form of letter of transmittal in customary form and approved by the Company prior to the Effective Time (which approval shall not be unreasonably withheld or delayed) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Paying Transfer Agent and which shall be in customary form and have contain such other provisions as Parent may the Constituent Companies shall reasonably specifyagree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Closing Payment. Each holder portion of record of a Certificate shall, the Merger Consideration payable upon surrender of said Certificates. Upon surrender of Certificates for cancellation to the Paying Transfer Agent of or to such Certificateother agent or agents as may be appointed by the Company, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and the holders of such other documents as may reasonably be required by Certificates formerly representing the Paying Agent, Company Common Stock shall be entitled to receive in exchange therefor the amount portion of cash which the number of Merger Consideration payable for such shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 3.01(a)Stock, and the Certificate Certificates so surrendered shall forthwith be canceled. In Until so surrendered, outstanding Certificates shall be deemed from and after the event of a transfer of Effective Time, for all corporate purposes, to evidence only the ownership of Company Common Stock that is not registered in the transfer records respective portion of the Company, payment of Merger Consideration to which the Per Share Closing Payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered if, upon presentation to the Paying Agent, such Certificate is properly endorsed or otherwise in proper form for transfer and the Person requesting such payment pays any transfer or other taxes required by reason of the payment of the Per Share Closing Payment to a Person other than the registered record holder of such Certificate or establishes is entitled by virtue thereof. Promptly following surrender of any such Certificates and the duly executed letters of transmittal, the Transfer Agent shall deliver to the reasonable satisfaction record holders thereof, the portion of Parent that the Merger Consideration to which such taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.02(c)holder is entitled upon surrender of said Certificates, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Payment and the Per Share Escrow Payments which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article III. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant subject to the provisions of this Article IIIrestrictions set forth herein.