Common use of Completion of Transfer of Debentures to Offeror Clause in Contracts

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section 11.3, the Debenture Agent, if the Offeror has complied with Section 11.5, shall: 11.7.1 do all acts and things and execute and cause to be executed all instruments as in the Debenture Agent’s opinion may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 send to each Dissenting Debentureholder who has complied with Section 11.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 net of applicable withholding taxes, if any; and 11.7.3 send to each Dissenting Debentureholder who has not complied with Section 11.4 a notice stating that: a) his or her Debentures have been transferred to the Offeror; b) the Debenture Agent or some other person designated in such notice are holding in trust the consideration for such Debentures; and c) the Debenture Agent, or such other person, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s Debenture certificate(s) or such other documents as the Debenture Agent or such other person may require in lieu thereof, and the Debenture Agent is hereby appointed the agent and mandatary, and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depository.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s 's Notice pursuant to Section 11.312.2, the Debenture AgentTrustee, if the Offeror has complied with Section 11.512.2 and Section 12.4, shall: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments as in the Debenture Agent’s Trustee's opinion may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder who has complied with Section 11.4 12.3 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 12 net of applicable withholding taxes, if any; and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 12.3 a notice stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person Person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other personPerson, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s 's Debenture certificate(s) or such other documents as the Debenture Agent Trustee or such other person Person may require in lieu thereof, and the Debenture Agent Trustee is hereby appointed the agent and mandatary, and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depository.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of Offeror sends an Offeror’s Notice pursuant to Section 11.314.3, the Debenture AgentTrustees or such Person as the Offeror may direct, if the Offeror has complied with Section 11.514.5, shall: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments instruments, as in the Debenture Agent’s Trustees’ opinion relying on the advice of counsel, may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders Holders who have made or are deemed to have made an election under Section 14.4(a)(ii)(A) to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder Holder who has made or is deemed to have made an election under Section 14.4(a)(ii)(A) and has complied with Section 11.4 14.4(a)(i), the consideration to which such Dissenting Debentureholder Holder is entitled under this Article 11 net of applicable withholding taxes, if any14; and 11.7.3 (c) send to each Dissenting Debentureholder Holder who has made or is deemed to have made an election under Section 14.4(a)(ii)(A) but has not complied with Section 11.4 14.4(a)(i), a notice provided by the Offeror, stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustees or some other person Person designated by the Offeror in such notice are is holding in trust the consideration to which the Dissenting Holder is entitled for such Debentures; and c(iii) the Debenture Agent, Trustees or such other person, Person designated by the Offeror will send the such consideration to such Dissenting Debentureholder Holder as soon as possible after receiving such Dissenting DebentureholderHolder’s Debenture certificate(s) or such other documents as the Debenture Agent Trustees or such other person Person may require in lieu thereof, and the Debenture Agent is Trustees or such other Person designated by the Offeror shall hereby be appointed the agent and mandataryattorney, and is be granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders Holders for the purposes of giving effect to the foregoing provisions provisions, including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depository.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section 11.312.3, the Debenture AgentTrustee, if the Offeror has complied with Section 11.512.5, shallwill: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments as in the Debenture AgentTrustee’s opinion may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder who has complied with Section 11.4 12.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 net of 12 (less applicable withholding taxesWithholding Taxes, if any); and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 12.4 a notice stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other person, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s ’ s Debenture certificate(s) or such other documents as the Debenture Agent Trustee or such other person may require in lieu thereof, . and the Debenture Agent Trustee is hereby appointed the agent and mandatary, and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the DepositoryDepositary.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s 's Notice pursuant to Section 11.312.3, the Debenture AgentTrustee, if the Offeror has complied with Section 11.512.5, shall: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments as in the Debenture Agent’s Trustee's opinion may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder who has complied with Section 11.4 12.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 net of applicable withholding taxes, if any12; and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 12.4 a notice stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other person, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s 's Debenture certificate(s) or such other documents as the Debenture Agent Trustee or such other person may require in lieu thereof, ; and the Debenture Agent Trustee is hereby appointed the agent and mandataryattorney, and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depository.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section 11.3, the Debenture AgentTrustee or such other Person as the Offeror may direct, if the Offeror has complied with Section 11.5, shall: 11.7.1 (a) do all such acts and things and execute and cause to be executed all such instruments as in the Debenture AgentTrustee’s opinion opinion, relying on the advice of Counsel, may be reasonably necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) subject to the receipt of the Debentures held by each Dissenting Debentureholder and the receipt of appropriate documentation, send to each Dissenting Debentureholder who has complied with Section 11.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 net of applicable withholding taxes, if any11; and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 a notice (such notice to be provided by the Offeror) stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person Person designated by the Offeror in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other personPerson designed by the Offeror, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s Debenture certificate(sDebenture(s) or such other documents as the Debenture Agent Trustee or such other person Person designated by the Offeror may require required in lieu thereof, ; and the Debenture Agent Trustee or such other Person designated by the Offeror is hereby appointed the agent and mandatary, and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depositoryprovisions.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section 11.314.3, the Debenture AgentTrustee, if the Offeror has complied with Section 11.514.5, shall: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments as in the Debenture AgentTrustee’s opinion opinion, as advised by Counsel, may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder who has complied with Section 11.4 14.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 14 net of applicable withholding taxes, if any; and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 14.4 a notice stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other person, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s Debenture certificate(s) or such other documents as the Debenture Agent Trustee or such other person may require in lieu thereof, ; and the Debenture Agent Trustee is hereby appointed the agent and mandatary, attorney and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depository.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section 11.312.3, the Debenture AgentTrustee, if the Offeror has complied with Section 11.512.5, shall: 11.7.1 (a) do all such acts and things and execute and cause to be executed all such instruments as in the Debenture AgentTrustee’s opinion may be reasonably necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) subject to the receipt of the Debentures held by each Dissenting Debentureholder and the receipt of appropriate documentation, send to each Dissenting Debentureholder who has complied with Section 11.4 12.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 net of applicable withholding taxes, if any12; and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 12.4 a notice stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person Person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other personPerson, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s Debenture certificate(sDebenture(s) or such other documents as the Debenture Agent Trustee or such other person Person may require required in lieu thereof, ; and the Debenture Agent Trustee is hereby appointed the agent and mandatary, and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depositoryprovisions.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section 11.312.3, the Debenture AgentTrustee, if the Offeror has complied with Section 11.512.5, shallmust: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments as in the Debenture AgentTrustee’s opinion may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder who has complied with Section 11.4 12.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 12 (net of applicable withholding taxes, if any); and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 12.4 a notice stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other person, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s Debenture certificate(s) or such other documents as the Debenture Agent Trustee or such other person may require in lieu thereof, ; and the Debenture Agent Trustee is hereby appointed the agent and mandatary, and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the DepositoryDepositary.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section 11.312.3, the Debenture AgentTrustee, if the Offeror has complied with Section 11.512.5, shall: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments as in the Debenture Agent’s opinion may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder who has complied with Section 11.4 12.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 12 net of applicable withholding taxes, if any; and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 12.4 a notice stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other person, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s Debenture certificate(s) or such other documents as the Debenture Agent Trustee or such other person may require in lieu thereof, and the Debenture Agent Trustee is hereby appointed the agent and mandatarylawful attorney, and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depository.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section 11.310.3, the Debenture AgentTrustee, if the Offeror has complied with Section 11.510.5, shall: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments as in the Debenture AgentTrustee’s opinion opinion, as advised by Counsel, may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder who has complied with Section 11.4 10.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 10 net of applicable withholding taxes, if any; and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 10.4 a notice stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person Person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other personPerson, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s Debenture certificate(s) or such other documents as the Debenture Agent Trustee or such other person Person may require in lieu thereof, ; and the Debenture Agent Trustee is hereby appointed the agent and mandatary, attorney and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depository.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section 11.314.3, the Debenture AgentTrustee, if the Offeror has complied with Section 11.514.5, shall: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments as in the Debenture AgentTrustee’s opinion opinion, as advised by Counsel, may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder who has complied with Section 11.4 14.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 14 net of applicable withholding taxes, if any; and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 14.4 a notice stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other person, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s Debenture certificate(s) or such other documents as the Debenture Agent Trustee or such other person may require in lieu thereof, ; and the Debenture Agent Trustee is hereby xxxxxx appointed the agent and mandatary, attorney and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depository.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s 's Notice pursuant to Section 11.3, the Debenture AgentTrustee, if the Offeror has complied with Section 11.5, shall: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments as in the Debenture Agent’s opinion Trustee's opinion, relying on Counsel, may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder who has complied with Section 11.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 net of applicable withholding taxes, if anyArticle; and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 a notice stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person Person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other personPerson, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s 's Debenture certificate(s) or such other documents as the Debenture Agent Trustee or such other person Person may require in lieu thereof, ; and the Debenture Agent Trustee is hereby appointed the agent and mandatary, and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depositoryprovisions.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s 's Notice pursuant to Section 11.312.3, the Debenture AgentTrustee, if the Offeror has complied with Section 11.512.5, shall: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments as in the Debenture Agent’s opinion Trustee's opinion, relying on the advice of Counsel, may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder who has complied with Section 11.4 12.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 12 net of applicable withholding taxes, if any; and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 12.4 a notice stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person Person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other personPerson, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s 's Debenture certificate(s) or such other documents as the Debenture Agent Trustee or such other person Person may require in lieu thereof, ; (iv) and the Debenture Agent Trustee is hereby appointed the agent and mandatary, attorney and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depository.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section 11.3, the Debenture AgentTrustee, if the Offeror has complied with Section 11.5, shall: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments as in the Debenture AgentTrustee’s opinion may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder who has complied with Section 11.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 net of applicable withholding taxes, if any; and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 a notice stating that: a(i) his his, her or her its Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other person, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s Debenture certificate(s) or such other documents as the Debenture Agent Trustee or such other person Person may require in lieu thereof, ; and the Debenture Agent Trustee is hereby appointed the agent and mandataryattorney, and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions provisions, including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depository.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section 11.312.3, the Debenture AgentTrustee, if the Offeror has complied with Section 11.512.5, shallwill: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments as in the Debenture AgentTrustee’s opinion may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder who has complied with Section 11.4 12.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 net of 12 (less applicable withholding taxes, if any); and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 12.4 a notice stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other person, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s Debenture certificate(s) or such other documents as the Debenture Agent Trustee or such other person Person may require in lieu thereof, ; and the Debenture Agent Trustee is hereby appointed the agent and mandatary, and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the DepositoryDepositary.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section 11.312.3, the Debenture AgentPerson indicated in the Offeror’s Notice, if the Offeror has complied with Section 11.512.5, shall: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments as in such Person’s opinion, relying on the Debenture Agent’s opinion advice of Counsel, may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder who has complied with Section 11.4 12.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 net of applicable withholding taxes, if any12; and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 12.4 a notice stating that: a(i) his or her its Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Person indicated in the Offeror’s Notice or some other person Person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentPerson indicated in the Offeror’s Notice, or such other personPerson, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s Debenture certificate(sDebenture(s) or such other documents as the Debenture Agent such Person or such other person Person may require in lieu thereof, ; and the Debenture Agent such Person is hereby appointed the agent and mandatary, and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depositoryprovisions.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section 11.3, the Debenture AgentTrustee, if the Offeror has complied with Section 11.5, shall: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments as in the Debenture AgentTrustee’s opinion opinion, relying on the advice of Counsel, may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder who has complied with Section 11.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 (net of applicable withholding taxes, if anywithholdings); and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 a notice stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person Person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other personPerson, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s Debenture certificate(sCertificate(s) or such other documents as the Debenture Agent Trustee or such other person Person may require in lieu thereof, ; and the Debenture Agent Trustee is hereby appointed the agent and mandatary, and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system systems of the DepositoryDepository (as applicable).

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s 's Notice pursuant to Section 11.312.3, the Debenture AgentTrustee, if the Offeror has complied with Section 11.512.5, shall: 11.7.1 (a) do all acts and things and execute and cause to be executed all instruments as in the Debenture Agent’s Trustee's opinion may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) send to each Dissenting Debentureholder who has complied with Section 11.4 12.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 ARTICLE XII net of applicable withholding taxes, if any; and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 12.4 a notice stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture AgentTrustee, or such other person, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s 's Debenture certificate(s) or such other documents as the Debenture Agent Trustee or such other person may require in lieu thereof, ; and the Debenture Agent Trustee is hereby appointed the agent and mandatary, attorney and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depository.

Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s 's Notice pursuant to Section 11.313.3, the Debenture AgentTrustee, if the Offeror has complied with Section 11.513.5, shall: 11.7.1 (a) do all such acts and things and execute and cause to be executed all such instruments as in the Debenture Agent’s Trustee's opinion may be reasonably necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror; 11.7.2 (b) subject to the receipt of the Debentures held by each Dissenting Debentureholder and the receipt of appropriate documentation, send to each Dissenting Debentureholder who has complied with Section 11.4 13.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11 net of applicable withholding taxes, if any13; and 11.7.3 (c) send to each Dissenting Debentureholder who has not complied with Section 11.4 13.4 a notice stating that: a(i) his or her Debentures have been transferred to the Offeror; b(ii) the Debenture Agent Trustee or some other person Person designated in such notice are holding in trust the consideration for such Debentures; and c(iii) the Debenture Agent'Trustee, or such other personPerson, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder’s Debenture certificate(sDebentureholders Debenture(s) or such other documents as the Debenture Agent Trustee or such other person Person may require required in lieu thereof, ; and the Debenture Agent Trustee is hereby appointed the agent and mandatary, and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depositoryprovisions.