Common use of Company Stock Certificate Exchange Procedures Clause in Contracts

Company Stock Certificate Exchange Procedures. (i) As promptly as reasonably practicable after the Effective Time, but in no event later than five (5) business days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Section 5, a letter of transmittal (a “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration which such holder shall have become entitled to receive in accordance with, and subject to, Section 5(b), and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 7(b)(iii). From and after the Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed Letter of Transmittal duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing the Merger Consideration to which such holder of Company Common Stock shall have become entitled to receive in accordance with, and subject to, Section 5(b), and (ii) a check representing the amount of (1) any cash in lieu of fractional shares which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates pursuant to Section 5(b) and (2) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 7(b)(iii), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares payable to holders of Old Certificates or any dividends payable under Section 7(b)(iii). Until surrendered as contemplated by this Section 7(b), each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 7(b).

Company Stock Certificate Exchange Procedures. (i) As promptly soon as reasonably practicable after the Effective Time, but Time (and in no event later than any case within five (5) business days thereafterBusiness Days), Parent or Silk USA shall cause the Exchange Paying Agent to mail to each holder of record of one or more Old Certificates a valid certificate previously representing any shares of Company Common Capital Stock outstanding immediately prior to the Effective Time that have been converted at (a “Company Stock Certificate”) or shares of Company Capital Stock outstanding immediately prior to the Effective Time represented by book entry (“Book Entry Shares”) whose shares of Company Capital Stock were converted into the right to receive the applicable Merger Consideration pursuant to Section 5, Consideration: (i) a letter of transmittal (a “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Old Company Stock Certificates shall pass, only upon proper delivery of the Old Company Stock Certificates to the Exchange AgentPaying Agent and which shall otherwise be in customary form (including customary provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); and (ii) and instructions for use in effecting the surrender of the Old Certificates Company Stock Certificates, or in the case of Book Entry Shares, the surrender of such shares, in exchange for payment of the applicable Merger Consideration which Consideration. Each holder of record of a Company Stock Certificate or Book Entry Share shall, upon surrender to the Paying Agent of such holder shall have become Company Stock Certificate or Book Entry Share, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent pursuant to such instructions, be entitled to receive in accordance with, and subject to, Section 5(b), and any exchange therefor the amount of cash in lieu of fractional shares which the number of shares of Company Common Capital Stock previously represented by such Old Company Stock Certificate or Old Certificates Book Entry Share shall have been converted into the right to receive pursuant to this Agreement as well as any dividends Section 2.01(c) or distributions to be paid pursuant to Section 7(b)(iii2.01(d). From and after the Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed Letter of Transmittal duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing and the Merger Consideration to which such holder of Company Common Stock shall have become entitled to receive in accordance with, and subject to, Section 5(b), and (ii) a check representing the amount of (1) any cash in lieu of fractional shares which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates pursuant to Section 5(b) and (2) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 7(b)(iii), and the Old Certificate or Old Certificates Book Entry Share so surrendered shall forthwith be cancelledcanceled. No interest will In the event of a transfer of ownership of Company Capital Stock which is not registered in the transfer records of the Company, payment of the applicable Merger Consideration may be made to a person other than the person in whose name the Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment of the applicable Merger Consideration and any such dividends to a person other than the registered holder of such Company Stock Certificate or establish to the reasonable satisfaction of Parent or Silk USA that such Tax has been paid or accrued on any cash in lieu of fractional shares payable to holders of Old Certificates or any dividends payable under Section 7(b)(iii)is not applicable. Until surrendered as contemplated by this Section 7(b2.03(b), each Old Company Stock Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive, receive upon surrender, such surrender the applicable Merger Consideration and Consideration. No interest shall be paid or will accrue on any cash in lieu payable to holders of fractional shares Company Stock Certificates or in respect Book Entry Shares pursuant to the provisions of dividends this Article II or distributions as contemplated by this Section 7(b)otherwise.

Company Stock Certificate Exchange Procedures. (i) As promptly soon as reasonably practicable after the Effective Time, but in no event later than five (5) business days thereafter, Parent shall cause the Exchange Paying Agent to mail to each holder of record of one or more Old Certificates a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time that have been (a “Company Stock Certificate”) or shares of Company Common Stock represented by book-entry (“Book Entry Shares”) whose shares of Company Common Stock were converted at the Effective Time into the right to receive the Merger Consideration pursuant to Section 5, Consideration: (i) a letter of transmittal (a “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Old Company Stock Certificates shall pass, only upon proper delivery of the Old Company Stock Certificates to the Exchange AgentPaying Agent and which shall otherwise be in customary form (including customary provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)) and (ii) instructions for use in effecting the surrender of the Old Certificates Company Stock Certificates, or in the case of Book Entry Shares, the surrender of such shares, in exchange for payment of the applicable Merger Consideration which Consideration. Each holder of record of a Company Stock Certificate or Book Entry Share shall, upon surrender to the Paying Agent of such holder shall have become Company Stock Certificate or Book Entry Share, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent pursuant to such instructions, be entitled to receive in accordance with, and subject to, Section 5(b), and any exchange therefor the amount of cash in lieu of fractional shares which the number of shares of Company Common Stock previously represented by such Old Company Stock Certificate or Old Certificates Book Entry Share shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 7(b)(iii2.01(c). From , and after the Effective Time, upon proper surrender of an Old Company Stock Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed Letter of Transmittal duly executed, the holder of such Old Certificate or Old Certificates Book Entry Share so surrendered shall be entitled to receive in exchange therefor, as applicable, (i) canceled. In the event of a New Certificate representing the Merger Consideration to which such holder transfer of ownership of Company Common Stock shall have become entitled to receive which is not registered in accordance with, and subject to, Section 5(b), and (ii) a check representing the amount of (1) any cash in lieu of fractional shares which such holder has the right to receive in respect transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Company Stock Certificate so surrendered Old is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment of the Merger Consideration and any such dividends to a person other than the registered holder of such Company Stock Certificate or Old Certificates pursuant establish to Section 5(b) and (2) any dividends or distributions which the holder thereof reasonable satisfaction of Parent that such Tax has the right to receive pursuant to Section 7(b)(iii), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be been paid or accrued on any cash in lieu of fractional shares payable to holders of Old Certificates or any dividends payable under Section 7(b)(iii)is not applicable. Until surrendered as contemplated by this Section 7(b2.03(b), each Old Company Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, receive upon surrender, such surrender the Merger Consideration and Consideration. No interest shall be paid or will accrue on any cash in lieu payable to holders of fractional shares Company Stock Certificates or in respect Book Entry Shares pursuant to the provisions of dividends or distributions as contemplated by this Section 7(b)Article II.

Company Stock Certificate Exchange Procedures. (i) As promptly soon as reasonably practicable after the Effective Time, but Time (and in no event later than five any case within three (53) business days thereafterBusiness Days), Parent (or Silk USA) shall cause the Exchange Paying Agent to mail to each holder of record of one or more Old Certificates a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time that have been (a “Company Stock Certificate”) or shares of Company Common Stock represented by book entry (“Book Entry Shares”) whose shares of Company Common Stock were converted at the Effective Time into the right to receive the Merger Consideration pursuant to Section 5, Consideration: (i) a letter of transmittal (a “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Old Company Stock Certificates shall pass, only upon proper delivery of the Old Company Stock Certificates to the Exchange AgentPaying Agent and which shall otherwise be in customary form (including customary provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); and (ii) and customary instructions for use in effecting the surrender of the Old Certificates Company Stock Certificates, or in the case of Book Entry Shares, the surrender of such shares, in exchange for payment of the applicable Merger Consideration which Consideration. Each holder of record of a Company Stock Certificate or Book Entry Share shall, upon surrender to the Paying Agent of such holder shall have become Company Stock Certificate or Book Entry Share, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the Paying Agent pursuant to such instructions, be entitled to receive in accordance with, and subject to, Section 5(b), and any exchange therefor the amount of cash in lieu of fractional shares which the number of shares of Company Common Stock previously represented by such Old Company Stock Certificate or Old Certificates Book Entry Share shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 7(b)(iii2.01(c). From , and after the Effective Time, upon proper surrender of an Old Company Stock Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed Letter of Transmittal duly executed, the holder of such Old Certificate or Old Certificates Book Entry Share so surrendered shall be entitled canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to receive a person other than the person in exchange therefor, as applicable, (i) a New whose name the Company Stock Certificate representing so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to which such a person other than the registered holder of such Company Common Stock shall have become entitled to receive in accordance with, and subject to, Section 5(b), and (ii) a check representing the amount of (1) any cash in lieu of fractional shares which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates pursuant establish to Section 5(b) and (2) any dividends or distributions which the holder thereof reasonable satisfaction of Parent that such Tax has the right to receive pursuant to Section 7(b)(iii), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be been paid or accrued on any cash in lieu of fractional shares payable to holders of Old Certificates or any dividends payable under Section 7(b)(iii)is not applicable. Until surrendered as contemplated by this Section 7(b2.03(b), each Old Company Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, receive upon surrender, such surrender the Merger Consideration and Consideration. No interest shall be paid or will accrue on any cash in lieu payable to holders of fractional shares Company Stock Certificates or in respect Book Entry Shares pursuant to the provisions of dividends or distributions as contemplated by this Section 7(b)Article II.

Company Stock Certificate Exchange Procedures. (i) As promptly as reasonably practicable after Promptly following the Effective Time, but in no event later than five (5) business days thereafter, Parent shall cause the Exchange Paying Agent to mail to each holder of record of one or more Old Certificates a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time that have been (a “Company Stock Certificate”) or shares of Company Common Stock represented by book-entry (“Book Entry Shares”) whose shares of Company Common Stock were converted at the Effective Time into the right to receive the Merger Consideration pursuant to Section 5, Consideration: (i) a letter of transmittal (a “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Old Company Stock Certificates shall pass, only upon proper delivery of the Old Company Stock Certificates to the Exchange AgentPaying Agent and which shall otherwise be in customary form (including customary provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)) and (ii) instructions for use in effecting the surrender of the Old Certificates Company Stock Certificates, or in the case of Book Entry Shares, the surrender of such shares, in exchange for payment of the applicable Merger Consideration which Consideration. Each holder of record of a Company Stock Certificate or Book Entry Share shall, upon surrender to the Paying Agent of such holder shall have become Company Stock Certificate or Book Entry Share, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent pursuant to such instructions, be entitled to receive in accordance with, and subject to, Section 5(b), and any exchange therefor the amount of cash in lieu of fractional shares which the number of shares of Company Common Stock previously represented by such Old Company Stock Certificate or Old Certificates Book Entry Share shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 7(b)(iii). From , and after the Effective Time, upon proper surrender of an Old Company Stock Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed Letter of Transmittal duly executed, the holder of such Old Certificate or Old Certificates Book Entry Share so surrendered shall be entitled to receive in exchange therefor, as applicable, (i) canceled. In the event of a New Certificate representing the Merger Consideration to which such holder transfer of ownership of Company Common Stock shall have become entitled to receive which is not registered in accordance with, and subject to, Section 5(b), and (ii) a check representing the amount of (1) any cash in lieu of fractional shares which such holder has the right to receive in respect transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Company Stock Certificate so surrendered Old is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment of the Merger Consideration and any such dividends to a person other than the registered holder of such Company Stock Certificate or Old Certificates pursuant establish to Section 5(b) and (2) any dividends or distributions which the holder thereof reasonable satisfaction of Parent that such Tax has the right to receive pursuant to Section 7(b)(iii), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be been paid or accrued on any cash in lieu of fractional shares payable to holders of Old Certificates or any dividends payable under Section 7(b)(iii)is not applicable. Until surrendered as contemplated by this Section 7(b), each Old Company Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, receive upon surrender, such surrender the Merger Consideration and Consideration. No interest shall be paid or will accrue on any cash in lieu payable to holders of fractional shares Company Stock Certificates or in respect of dividends or distributions as contemplated by this Section 7(b)Book Entry Shares.