Common use of Conditions for Payment of Consideration; Satisfaction of Obligations Clause in Contracts

Conditions for Payment of Consideration; Satisfaction of Obligations. (a) By signing and returning the Letter of Transmittal you acknowledge and agree that (i) unless and until you submit the Letter of Transmittal duly completed and validly executed by you together with all certificates and other documents required by the Exchange Agent according to the terms herein, no payment of any or all of the applicable portion of the Transaction Share Consideration pursuant to the Business Combination Agreement shall be made to you or your designee, (ii) payment is conditioned on the closing of the Merger (which is subject to various conditions set forth in the Business Combination Agreement), and if the Merger is not consummated, the Company Shares will not be converted into the right to receive any or all of the applicable portion of the Transaction Share Consideration and the Letter of Transmittal (together with the certificates (if any) submitted in accordance with the terms hereof) will be returned to you, and the Letter of Transmittal will be void and of no force or effect, (iii) no interest will accrue on any payment due with respect to the Transaction Share Consideration or otherwise pursuant to the Business Combination Agreement, (iv) any payment due pursuant to the Letter of Transmittal, the Business Combination Agreement or otherwise shall be subject to, and reduced by, any deduction or withholding for any taxes required by law (and any amounts so deducted or withheld shall be treated for all purposes as having been paid to the person in respect of which such deduction or withholding was made) including, under certain circumstances withholding of a portion of the Transaction Share Consideration as may be required under applicable tax laws, and (v) the portion of the Transaction Share Consideration to be received by you will be calculated in accordance with the Business Combination Agreement and the Allocation Schedule. Subject to the foregoing, you acknowledge and agree that the Exchange Agent may reject any and all documents not in proper form or, in the Exchange Agent’s or the Company’s discretion, waive any irregularities or defects in any documents delivered in connection herewith.

Conditions for Payment of Consideration; Satisfaction of Obligations. (a) By signing and returning the Letter of Transmittal you acknowledge You understand and agree that (i) unless and until you submit the this Letter of Transmittal duly completed and validly executed by you together with all certificates and other documents required by the Exchange Agent according to the terms herein, no payment of any or all of the applicable portion of the Aggregate Transaction Share Consideration pursuant to the Business Combination Agreement shall be made to you or your designee, (ii) payment is conditioned on the closing of the Merger (which is subject to various conditions set forth in the Business Combination Agreement), and if the Merger is not consummated, the Company Common Shares will not be converted into the right to receive any or all of the applicable portion of the Aggregate Transaction Share Consideration and the this Letter of Transmittal (together with the certificates (if any) submitted in accordance with the terms hereof) will be returned to you, you and the Letter of Transmittal will be void and of no force or and effect, (iii) no interest will accrue on any payment due with respect to the Aggregate Transaction Share Consideration or otherwise pursuant to the Business Combination Agreement, (iv) any payment due pursuant to the this Letter of Transmittal, the Business Combination Agreement or otherwise shall be subject to, and reduced by, any deduction or withholding for any taxes required by law (and any amounts so deducted or withheld shall be treated for all purposes as having been paid to the person in respect of which such deduction or withholding was made) including, under certain circumstances withholding of a portion of the Transaction Share Consideration as may be required under applicable tax laws), and (v) the portion of the Aggregate Transaction Share Consideration to be received by you will be calculated in accordance with the Business Combination Agreement and the Allocation ScheduleSchedule to be delivered as contemplated therein. Subject to the foregoing, you acknowledge and agree that the Exchange Agent may reject any and all documents not in proper form or, in the Exchange Agent’s or the Company’s discretion, waive any irregularities or defects in any documents delivered in connection herewith.

Conditions for Payment of Consideration; Satisfaction of Obligations. (a) By signing and returning the Letter of Transmittal you acknowledge You understand and agree that (i) unless and until you submit the this Letter of Transmittal duly completed and validly executed by you together with all certificates and other documents required by the Exchange Agent according to the terms herein, no payment of any or all of the applicable portion of the Transaction Share Merger Consideration pursuant to the Business Combination Merger Agreement shall be made to you or your designee, (ii) payment is conditioned on the closing of the Merger Mergers (which is subject to various conditions set forth in the Business Combination Merger Agreement), and if the Merger is Mergers are not consummated, the Company Shares will not be converted into the right to receive any or all of the applicable portion of the Transaction Share Merger Consideration and the this Letter of Transmittal (together with the certificates (if any) submitted in accordance with the terms hereof) will be returned to you, you and the Letter of Transmittal will be void and of no force or and effect, (iii) no interest will accrue on any payment due with respect to the Transaction Share Merger Consideration or otherwise pursuant to the Business Combination Merger Agreement, (iv) any payment due pursuant to the this Letter of Transmittal, the Business Combination Merger Agreement or otherwise shall be subject to, and reduced by, any deduction or withholding for any taxes required by law (and any amounts so deducted or withheld shall be treated for all purposes as having been paid to the person in respect of which such deduction or withholding was made) including, under certain circumstances withholding of a portion of the Transaction Share Consideration as may be required under applicable tax laws), and (v) the portion of the Transaction Share Merger Consideration to be received by you will be calculated in accordance with the Business Combination Merger Agreement and the Allocation ScheduleSchedule to be delivered as contemplated therein. Subject to the foregoing, you acknowledge and agree that the Exchange Agent may reject any and all documents not in proper form or, in the Exchange Agent’s or the Company’s discretion, waive any irregularities or defects in any documents delivered in connection herewith.