Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by telephone call-back or e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. Holdings LP certifies that the names, titles, telephone numbers, e-mail addresses and specimen signatures set forth in Parts I and II of this Exhibit B-2 identify the persons authorized to provide direction and initiate or confirm transactions, including funds transfer instructions, on behalf of Holdings LP, and that the option checked in Part III of this Exhibit B-2 is the security procedure selected by Holdings LP for use in verifying that a funds transfer instruction received by the Escrow Agent is that of Holdings LP. Holdings LP has reviewed each of the security procedures and has determined that the option checked in Part III of this Exhibit B-2 best meets its requirements; given the size, type and frequency of the instructions it will issue to the Escrow Agent. By selecting the security procedure specified in Part III of this Exhibit B-2, Holdings LP acknowledges that it has elected to not use the other security procedures described and agrees to be bound by any funds transfer instruction, whether or not authorized, issued in its name and accepted by the Escrow Agent in compliance with the particular security procedure chosen by Holdings LP.
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by ¨ telephone call-back or ¨ e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above.
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by ¨ telephone call-back or ¨ e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. Seller Representative certifies that the names, titles, telephone numbers, e-mail addresses and specimen signatures set forth in Parts I and II of this Exhibit B-2 identify the persons authorized to provide direction and initiate or confirm transactions, including funds transfer instructions, on behalf of Seller Representative, and that the option checked in Part III of this Exhibit B-2 is the security procedure selected by Seller Representative for use in verifying that a funds transfer instruction received by the Escrow Agent is that of Seller Representative. Seller Representative has reviewed each of the security procedures and has determined that the option checked in Part III of this Exhibit B-2 best meets its requirements; given the size, type and frequency of the instructions it will issue to the Escrow Agent. By selecting the security procedure specified in Part III of this Exhibit B-2, Seller Representative acknowledges that it has elected to not use the other security procedures described and agrees to be bound by any funds transfer instruction, whether or not authorized, issued in its name and accepted by the Escrow Agent in compliance with the particular security procedure chosen by Seller Representative.
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by ☐ telephone call-back or ☐ e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. Dated this day of , 2017. The undersigned, in his capacity as an officer of Members’ Representative, certifies that the names, titles, telephone numbers, e-mail addresses and specimen signatures set forth in Parts I and II of this Exhibit B-2 identify the persons authorized to provide direction and initiate or confirm transactions, including funds transfer instructions, on behalf of Members’ Representative, and that the option checked in Part III of this Exhibit B-2 is the security procedure selected by Members’ Representative for use in verifying that a funds transfer instruction received by the Escrow Agent is that of Members’ Representative. Members’ Representative has reviewed each of the security procedures and has determined that the option checked in Part III of this Exhibit B-2 best meets its requirements; given the size, type and frequency of the instructions it will issue to the Escrow Agent. By selecting the security procedure specified in Part III of this Exhibit B-2, Members’ Representative acknowledges that it has elected to not use the other security procedures described and agrees to be bound by any funds transfer instruction, whether or not authorized, issued in its name and accepted by the Escrow Agent in compliance with the particular security procedure chosen by Members’ Representative.
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Trustee shall confirm funds transfer instructions by telephone call-back or email (must check at least one, may check both) to a person at the telephone number or email address designated on Part B above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. The undersigned, [ ___ ], as [ ___ ], of Transocean Pontus Limited, a Cayman Islands exempted company (the “Company”), pursuant to Section 4.15 of the indenture, dated as of July 20, 2018 (the “Indenture”), by and among the Company, the guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, National Association, as trustee (in such capacity, “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), HEREBY CERTIFIES, AUTHORIZES AND INSTRUCTS, for and on behalf of the Company, and without personal liability, as follows:
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by o telephone call-back or o e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. A one-time fee for our initial review of governing documents, account set-up and customary duties and responsibilities related to the closing. This fee is payable at closing. An annual fee for customary administrative services provided by the escrow agent, including daily routine account management; investment transactions, cash transactions processing (including wire and check processing), disbursement of funds in accordance with the agreement, tax reporting for one entity, and providing account statements to the parties. The escrow agent reserves the right to assess a $50 tax reporting fee per payee in excess of the amount anticipated above. The administration fee is payable annually in advance per escrow account established. The first installment of the administrative fee is payable at closing. Out-of- pocket expenses will be billed as incurred at cost at the sole discretion of Xxxxx Fargo. The charges for performing services not contemplated at the time of execution of the governing documents or not specifically covered elsewhere in this schedule will be at Xxxxx Fargo’s rates for such services in effect at the time the expense is incurred. This proposal is based upon the following assumptions with respect to the role of escrow agent: · Number of escrow accounts to be established: One (1) account to be established · Amount of escrow: $21,136,000.00, if the Deposit Date occurs; provided that the account will not hold a balance unless and until the Deposit Date occurs. · Term of escrow: Twelve (12) months · Number of tax reporting parties: One (1) · Number of parties to the transaction: Two (2) entities · Number of cash transactions (deposits/disbursements): Approximately five (5) · Fees quoted assumes balances invested under the escrow agreement will be held in: MMDA · The recipient acknowledges and agrees that this proposal does not commit or bind Xxxxx Fargo to enter into a contract or any other business arrangement, and that acceptance of the appointment described in th...
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Bank shall confirm funds transfer instructions by o telephone call-back or o email (must check at least one, may check both) to a person at the telephone number or email address designated on Part B above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above.
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by ☐ telephone call-back or ☐ e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. Dated this day of , 2017. Dear Unitholder: Pursuant to the Agreement and Plan of Merger, dated as of June 30, 2017 (the “Merger Agreement”), among PPHC Holdings, LLC, a Delaware limited liability company (the “Company”), AK Steel Corporation, a Delaware corporation (“Parent”), Drive Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), and PPHC Members’ Representative, LLC, a Delaware limited liability company (the “Members’ Representative”), in its capacity as the Members’ Representative appointed pursuant to Article X of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”) and the Company will be the Surviving Company and wholly-owned Subsidiary of Parent. The Merger has been approved by the requisite number of holders of Company Units (as defined below) and it is anticipated that the Merger will occur on or about [ ], 2017 (the date and time at which the Merger is completed is referred to in this Member Letter as the “Effective Time”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Merger Agreement. You are receiving this Member Letter because you are a holder of units of the Company’s Preferred Membership Interests (“Preferred Units”), Common Membership Interests (“Common Units”) and/or Junior Membership Interests (“Junior Units” and together with the Preferred Units and Common Units, the “Company Units”). Pursuant to the terms of the Merger Agreement, at the Effective Time, all Company Units issued and outstanding immediately prior to the Merger (other than those Company Units owned by the Company and held in treasury or otherwise), whether vested or unvested, will be automatically cancelled and converted solely into the right for the former holders of such Company Units to receive such amounts in cash as described in the Merger Agreement. As provided in the Merger Agreement, subject to the order and manner of distributions to the Com...
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by ☐ telephone call-back or ☐ e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. By: Name: Title: A one time fee for our initial review of governing documents, account set-up and customary duties and responsibilities related to the closing. Additionally, the Acceptance Fee may be assessed for short closing timeframes, for review of non-standard agreements, for extended USAPATRIOT Act review related to the parties or for a high number of parties executing the agreement. Additionally, the escrow agent reserves the right to charge a review fee for the USA Patriot Act review of foreign entities, or US subsidiaries controlled by a foreign parent, shall be $1,000 per entity being reviewed. The acceptance fee or review fees, if any, are payable at closing. An annual fee for customary administrative services provided by the Escrow Agent, including daily routine account management; investment transactions; cash transactions processing (including wire and check processing); disbursement of funds in accordance with the agreement; tax reporting for one entity; and providing account statements to the parties. The administration fee is payable annually in advance and is not subject to proration. The first installment of the Annual Administrative Fee is payable at closing. A transaction fee of $75 shall be assessed upon each occurrence of an open market security trade, or for money market fund trades outside of the Wxxxx Fargo Advantage Family of Funds, or the Wxxxx Fargo Money Market Demand Account. In the event multiple investment vehicles are required over the standard of one (including but not limited to multiple investments in money market funds and/or the Wxxxx Fargo Advantage Family of Funds), an additional fee of $500 per investment vehicle shall be assessed. Out of pocket expenses will be billed as incurred at cost at the sole discretion of Wxxxx Fargo. Fees for services not contemplated at the time the governing documents are executed or not specifically covered elsewhere in this schedule will be determined by market rates for such services.
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by ¨ telephone call-back or ¨ e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. Components of Estimated Closing Consideration Statement:
1. Estimated Closing Cash Payment, including good faith estimates of
a. Closing Revenues
b. Other Assets Closing Value
c. Closing Cash
d. Indebtedness of the Companies or their Subsidiaries
e. Company Transaction Expenses
f. Advance Payment
2. Estimated Additional Closing Payment, if no election to receive a Closing Promissory Note has been duly made
1. Closing Cash Payment
2. Additional Closing Payment