Common use of Delivery of Merger Consideration Clause in Contracts

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to the Effective Time a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration, in such form as the Company and Parent may reasonably agree. Upon proper surrender of a Certificate or Book-Entry Share for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is Stock Consideration, shall be in non-certificated book-entry form) in respect of the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to the Effective Time a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration, in such form as the Company and Parent may reasonably agree. Upon proper surrender of a Certificate or Book-Entry Share for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is Stock Consideration, which shall be in non-certificated book-entry form) in respect of the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to notice advising such holders of the Effective Time a form effectiveness of letter of the Merger, including appropriate transmittal (which shall specify materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares in exchange for to the Merger Consideration, in Exchange Agent (such form as the Company materials and Parent may reasonably agreeinstructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares). Upon proper surrender of a Certificate or Book-Entry Share Shares for exchange and cancellation to the Exchange Agent, together with a letter of transmittalthe appropriate transmittal materials, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder Holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is Stock Consideration, shall be any cash in non-certificated book-entry formlieu of fractional shares which such Holder has a right to receive pursuant to Section 2.6 and any dividends or distributions which such Holder has the right to receive pursuant to Section 3.1(d) in with respect of to the shares of Company Southwest Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders Holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares. The Stock Consideration delivered to each Holder shall be in non-certificated book-entry form.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to notice advising such holders of the Effective Time a form effectiveness of letter of the Merger, including appropriate transmittal (which shall specify materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares in exchange for to the Merger Consideration, in Exchange Agent (such form as the Company materials and Parent may reasonably agreeinstructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares). Upon proper surrender of a Certificate or Book-Entry Share Shares for exchange and cancellation to the Exchange Agent, together with a letter of transmittalthe appropriate transmittal materials, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder Malvern Shareholder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration payable to such Malvern Shareholder pursuant to Section 2.1(c), plus the sum of (whichA) any cash in lieu of fractional shares which such Malvern Shareholder has a right to receive pursuant to Section 2.5, and (B) any dividends or distributions which such Malvern Shareholder has the right to the extent it is Stock Consideration, shall be in non-certificated book-entry formreceive pursuant to Section 3.1(d) in with respect of to the shares of Company Malvern Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders the Malvern Shareholders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares. The Stock Consideration delivered to each Malvern Shareholder shall be in non-certificated book-entry form.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder Holder of record of an Old Certificate that is not a Certificate or Book-Entry Share immediately prior to (but including an Old Certificate that is a Book-Entry Share, as well as a Seller Restricted Stock Unit, if required by the Effective Time Exchange Agent or at the request of Buyer) a form notice advising such Holders of the effectiveness of the Merger, including a customary letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Old Certificates or (including Book-Entry Shares Shares, if applicable) shall pass, only upon proper delivery of the Old Certificates or (including Book-Entry Shares Shares, if applicable), and instructions for surrendering the Old Certificates (including Book-Entry Shares, if applicable), to the Exchange Agent) Agent (such materials and instructions for use in effecting the surrender to include customary provisions with respect to delivery of the Certificates or an “agent’s message” with respect to Book-Entry Shares in exchange for the Merger Consideration, in such form as the Company and Parent may reasonably agreeShares). Upon proper surrender of a an Old Certificate or (including Book-Entry Share Shares, if applicable), for exchange and cancellation to the Exchange Agent, together with a letter of transmittalthe appropriate transmittal materials, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder Holder of such Old Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is Stock Consideration, shall be in non-certificated book-entry form) in respect of the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share and such Old Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares Holders on the Merger Consideration payable upon the surrender of the Certificates or BookOld Certificates. The Per Share Stock Consideration delivered to each Holder shall be in non-Entry Sharescertificated book-entry form.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth second (5th2nd) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to the Effective Time Holder a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration, in such form as the Company and Parent may reasonably agree. Upon proper surrender of a Certificate or Book-Entry Share for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is of any Stock Consideration, shall be in non-certificated book-entry form) in respect of the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth second (5th2nd) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to the Effective Time a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration, in such form as the Company and Parent may reasonably agree. Upon proper surrender of a Certificate or Book-Entry Share for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is Stock Consideration, shall be in non-certificated book-entry form) in respect of the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record Holder of a Certificate or Book-Entry Share immediately prior to notice advising such Holders of the Effective Time a form effectiveness of letter of the Merger, including appropriate transmittal (which shall specify materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares in exchange for to the Merger Consideration, in Exchange Agent (such form as the Company materials and Parent may reasonably agreeinstructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares). Upon proper surrender of a Certificate or Book-Entry Share Shares for exchange and cancellation to the Exchange Agent, together with a letter of transmittalthe appropriate transmittal materials, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder Holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is Stock Consideration, shall be any cash in non-certificated book-entry formlieu of fractional shares which such Holder has a right to receive pursuant to Section 2.5 and any dividends or distributions which such Holder has the right to receive pursuant to Section 3.1(d) in with respect of to the shares of Company First Texas Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders Holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares. The Stock Consideration Per Share delivered to each Holder shall be in non-certificated book-entry form.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to the Effective Time a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration, in such form as the Company and Parent may reasonably agree. Upon proper surrender of a Certificate or Book-Entry Share for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is Stock Consideration, shall be in non-certificated book-entry form) in respect of the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share Certificate(s) which immediately prior to the Effective Time represented outstanding shares of MCC Common Stock (other than Excluded MCC Shares) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares such Certificate(s) shall pass, only upon delivery of the Certificates such Certificate(s) (or Book-Entry Shares affidavits of loss in lieu of such Certificates)) to the Exchange AgentAgent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares surrendering such Certificate(s) in exchange for the Merger ConsiderationConsideration and any dividends or distributions to which such holder is entitled pursuant to Article II and this Article III; provided, in such form as the Company and Parent may reasonably agree. Upon proper surrender however, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive as a result of the Merger. In lieu thereof, each holder of record of one or more Book-Entry Share for exchange and cancellation to Shares (other than Excluded MCC Shares) shall upon receipt by the Exchange Agent, together with a letter Agent of transmittal, duly completed and validly executed an “agent’s message” in accordance with customary form (it being understood that the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder holders of such Certificate or Book-Entry Share Shares shall be deemed to have surrendered such shares upon receipt by the Exchange Agent of such “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request), be entitled to receive in exchange therefor receive, and SIC shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Merger Consideration (which, such holder is entitled to the extent it is Stock Consideration, shall be in non-certificated book-entry form) in respect receive as a result of the shares of Company Common Stock formerly represented by such Certificate or Merger, and the Book-Entry Share and such Certificate or Book-Entry Share Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders on any amount payable upon due surrender of the Certificates Book-Entry Shares. Prior to the Effective Time, the parties shall reasonably cooperate to establish procedures with the Exchange Agent and The Depository Trust Company (“DTC”) designed to provide that the Exchange Agent will transmit to DTC or its nominee, on the Closing Date, upon surrender of Book-Entry Shares on held of record by DTC or its nominee in accordance with DTC’s customary surrender procedures and such other procedures as agreed to by SIC, MCC, the Exchange Agent and DTC, the Merger Consideration payable upon to which the surrender beneficial owners thereof are entitled to receive as a result of the Certificates or Book-Entry SharesMerger.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share Certificate(s) which immediately prior to the Effective Time represented outstanding shares of MCC Common Stock (other than Excluded MCC Shares) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares such Certificate(s) shall pass, only upon delivery of the Certificates such Certificate(s) (or Book-Entry Shares affidavits of loss in lieu of such Certificates)) to the Exchange AgentAgent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares surrendering such Certificate(s) in exchange for the Merger ConsiderationConsideration and any dividends or distributions to which such holder is entitled pursuant to Article II and this Article III; provided, in such form as the Company and Parent may reasonably agree. Upon proper surrender however, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive as a result of the Merger. In lieu thereof, each holder of record of one or more Book- Entry Shares (other than Excluded MCC Shares) shall upon receipt by the Exchange Agent of an “agent’s message” in customary form (it being understood that the holders of Book-Entry Share for exchange and cancellation Shares shall be deemed to have surrendered such shares upon receipt by the Exchange AgentAgent of such “agent’s message” or such other evidence, together with a letter of transmittalif any, duly completed and validly executed in accordance with as the instructions theretoExchange Agent may reasonably request), be entitled to receive, and such other documents SIC shall cause the Exchange Agent to pay and deliver as may be required pursuant to such instructionspromptly as reasonably practicable after the Effective Time, the Merger Consideration such holder is entitled to receive as a result of such Certificate or the Merger, and the Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is Stock Consideration, shall be in non-certificated book-entry form) in respect of the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders on any amount payable upon due surrender of the Certificates Book-Entry Shares. Prior to the Effective Time, the parties shall reasonably cooperate to establish procedures with the Exchange Agent and The Depository Trust Company (“DTC”) designed to provide that the Exchange Agent will transmit to DTC or its nominee, on the Closing Date, upon surrender of Book-Entry Shares on held of record by DTC or its nominee in accordance with DTC’s customary surrender procedures and such other procedures as agreed to by SIC, MCC, the Exchange Agent and DTC, the Merger Consideration payable upon to which the surrender beneficial owners thereof are entitled to receive as a result of the Certificates or Book-Entry SharesMerger.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Class A Common Stock (other than Excluded MDLY Shares) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares such Certificate(s) shall pass, only upon delivery of the Certificates such Certificate(s) (or Book-Entry Shares affidavits of loss in lieu of such Certificates)) to the Exchange AgentAgent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares surrendering such Certificate(s) in exchange for the Merger ConsiderationConsideration and any dividends or distributions to which such holder is entitled pursuant to Article II and this Article III; provided, in such form as the Company and Parent may reasonably agree. Upon proper surrender however, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive as a result of the Merger. In lieu thereof, each holder of record of one or more Book-Entry Share for exchange and cancellation to Shares (other than Excluded MDLY Shares) shall upon receipt by the Exchange Agent, together with a letter Agent of transmittal, duly completed and validly executed an “agent’s message” in accordance with customary form (it being understood that the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder holders of such Certificate or Book-Entry Share Shares shall be deemed to have surrendered such shares upon receipt by the Exchange Agent of such “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request), be entitled to receive in exchange therefor receive, and SIC shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Merger Consideration (which, such holder is entitled to the extent it is Stock Consideration, shall be in non-certificated book-entry form) in respect receive as a result of the shares of Company Common Stock formerly represented by such Certificate or Book-Merger, and the Book- Entry Share and such Certificate or Book-Entry Share Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders on any amount payable upon due surrender of the Certificates Book-Entry Shares. Prior to the Effective Time, the parties shall reasonably cooperate to establish procedures with the Exchange Agent and The Depository Trust Company (“DTC”) designed to provide that the Exchange Agent will transmit to DTC or its nominee, on the Closing Date, upon surrender of Book-Entry Shares on held of record by DTC or its nominee in accordance with DTC’s customary surrender procedures and such other procedures as agreed to by SIC, MDLY, the Exchange Agent and DTC, the Merger Consideration payable upon to which the surrender beneficial owners thereof are entitled to receive as a result of the Certificates or Book-Entry SharesMerger.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Class A Common Stock (other than Excluded MDLY Shares) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares such Certificate(s) shall pass, only upon delivery of the Certificates such Certificate(s) (or Book-Entry Shares affidavits of loss in lieu of such Certificates)) to the Exchange AgentAgent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares surrendering such Certificate(s) in exchange for the Merger ConsiderationConsideration and any dividends or distributions to which such holder is entitled pursuant to Article II and this Article III; provided, in such form as the Company and Parent may reasonably agree. Upon proper surrender however, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive as a result of the Merger. In lieu thereof, each holder of record of one or more Book-Entry Share for exchange and cancellation to Shares (other than Excluded MDLY Shares) shall upon receipt by the Exchange Agent, together with a letter Agent of transmittal, duly completed and validly executed an “agent’s message” in accordance with customary form (it being understood that the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder holders of such Certificate or Book-Entry Share Shares shall be deemed to have surrendered such shares upon receipt by the Exchange Agent of such “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request), be entitled to receive in exchange therefor receive, and SIC shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Merger Consideration (which, such holder is entitled to the extent it is Stock Consideration, shall be in non-certificated book-entry form) in respect receive as a result of the shares of Company Common Stock formerly represented by such Certificate or Merger, and the Book-Entry Share and such Certificate or Book-Entry Share Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders on any amount payable upon due surrender of the Certificates Book-Entry Shares. Prior to the Effective Time, the parties shall reasonably cooperate to establish procedures with the Exchange Agent and The Depository Trust Company (“DTC”) designed to provide that the Exchange Agent will transmit to DTC or its nominee, on the Closing Date, upon surrender of Book-Entry Shares on held of record by DTC or its nominee in accordance with DTC’s customary surrender procedures and such other procedures as agreed to by SIC, MDLY, the Exchange Agent and DTC, the Merger Consideration payable upon to which the surrender beneficial owners thereof are entitled to receive as a result of the Certificates or Book-Entry SharesMerger.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to the Effective Time a form of letter of transmittal (which shall specify specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or transfer of any Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or the transfer of Book-Entry Shares in exchange for the Merger Consideration, in such form as the Company and Parent may reasonably agree. Upon proper surrender of a Certificate (or affidavits of loss in lieu thereof) or transfer of any Book-Entry Share for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is Stock Share Consideration, shall be in non-certificated book-entry form) in respect of the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or transfer of Book-Entry Shares.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to notice advising such holders of the Effective Time a form effectiveness of letter of the Merger, including appropriate transmittal (which shall specify materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares in exchange for to the Merger Consideration, in Exchange Agent (such form as the Company materials and Parent may reasonably agreeinstructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares). Upon proper surrender of a Certificate or Book-Entry Share Shares for exchange and cancellation to the Exchange Agent, together with a letter of transmittalthe appropriate transmittal materials, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder Holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is Stock Consideration, shall be any cash in non-certificated book-entry formlieu of fractional shares which such Holder has a right to receive pursuant to Section 2.5 and any dividends or distributions which such Holder has the right to receive pursuant to Section 3.1(d) in with respect of to the shares of Company Target Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders Holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares. The Stock Consideration delivered to each Holder shall be in non-certificated book-entry form.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to notice advising such holders of the Effective Time a form effectiveness of letter of the Merger, including appropriate transmittal (which shall specify materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares in exchange for to the Merger Consideration, in Exchange Agent (such form as the Company materials and Parent may reasonably agreeinstructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares). Upon proper surrender of a Certificate or Book-Entry Share Shares for exchange and cancellation to the Exchange Agent, together with a letter of transmittalthe appropriate transmittal materials, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder Delanco Shareholder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (whichpayable to such Delanco Shareholder pursuant to Section 2.1(c), any cash in lieu of fractional shares which such Delanco Shareholder has a right to receive pursuant to Section 2.5 and any dividends or distributions which such Delanco Shareholder has the extent it is Stock Consideration, shall be in non-certificated book-entry formright to receive pursuant to Section 3.1(d) in with respect of to the shares of Company Delanco Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders the Delanco Shareholders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares. The Merger Consideration delivered to each Delanco Shareholder shall be in non-certificated book-entry form.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record Holder of a Certificate or (and Book-Entry Share immediately prior to Share, if required by the Effective Time a form Exchange Agent or at the request of letter Xxxxxxx) notice advising such Holders of the effectiveness of the Merger, including appropriate transmittal (which shall specify materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares Shares, if applicable, shall pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Exchange Agent) Shares, if applicable, and instructions for use in effecting surrendering the surrender of the Certificates Certificates, or Book-Entry Shares in exchange for Shares, if applicable, to the Merger Consideration, in Exchange Agent (such form as the Company materials and Parent may reasonably agreeinstructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares). Upon proper surrender of a Certificate or Book-Entry Share Shares for exchange and cancellation to the Exchange Agent, together with a letter of transmittalthe appropriate transmittal materials, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder Holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, with respect to the extent it is Stock Consideration, shall be in non-certificated book-entry form) in respect of the shares of Company Class A Common Stock or Class B Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares Holders on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares. The Stock Consideration delivered to each Holder shall be in non-certificated book-entry form.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time and practicable, but in any no event not later than the fifth (5th) Business Day following five business days, after the Effective Time, the Exchange Agent shall mail to each holder of record of one or more Certificates or Uncertificated Shares a Certificate or Book-Entry Share immediately prior to the Effective Time a form of letter of transmittal (“Letter of Transmittal”) in customary form as reasonably agreed by the parties hereto (which shall specify that delivery shall be effected, and risk of loss of and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry transfer of the Uncertificated Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or Book-Entry the transfer of the Uncertificated Shares in exchange for the Merger Consideration, in such form as the Company and Parent may reasonably agree. Upon proper surrender of a Certificate or Book-Entry Share Certificates to the Exchange Agent for exchange and cancellation to the Exchange Agentcancellation, together with a letter such properly completed Letter of transmittal, duly completed and validly executed in accordance with Transmittal or upon receipt of an “agent’s message” by the instructions thereto, and Exchange Agent (or such other documents evidence, if any, of transfer as the Exchange Agent may be required pursuant to such instructionsreasonably request) in the case of a book entry transfer of Uncertificated Shares, the holder of such Certificate or Book-Entry Share Certificates or Uncertificated Shares, as applicable, shall be entitled to receive in exchange therefor therefor, as applicable, (i) the Merger Consideration (which, that such holder of the Certificate or Uncertificated Share shall have become entitled pursuant to the extent it provisions of Article I; and (ii) a check representing the amount of any dividends or distributions that such holder is Stock Considerationentitled to receive pursuant to Section 2.2(b), shall be in non-certificated book-entry form) in respect of and the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share Certificates so surrendered or the Uncertificated Share or Uncertificated Shares transferred shall forthwith be cancelled. No interest will be paid or accrued for the benefit of on any cash or on any unpaid dividends and distributions payable to holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Uncertificated Shares.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to the Effective Time a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration, in such form as the Company and Parent may reasonably agree. Upon proper surrender of a Certificate or Book-Entry Share for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is Stock Consideration or the stock portion of the Alternative Stock Consideration, as may be applicable, shall be in non-certificated book-entry form) in respect of the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) five Business Day Days following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share Holder who was, immediately prior to the Effective Time Time, a form Holder of letter record of one or more Certificates (and Book-Entry Share, if required by the Exchange Agent or at the request of Xxxxx) representing Non-Election Shares, a notice advising such Holders of the effectiveness of the Merger, including appropriate transmittal (which shall specify materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares Shares, if applicable, shall pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Exchange Agent) Shares, if applicable, and instructions for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares Shares, if applicable, to the Exchange Agent in exchange for the Merger Consideration, consideration for which such person may be entitled pursuant to ARTICLE 2 and this ARTICLE 3 (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares). After completion of the allocation procedure set forth in such form as the Company Section 2.2 and Parent may reasonably agree. Upon upon proper surrender of a Certificate or Book-Entry Share Shares, if applicable, for exchange and cancellation to the Exchange Agent, together with a letter of transmittalthe appropriate transmittal materials, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder Holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is Stock Consideration, which the Holder shall be receive (i) the Stock Consideration in non-certificated book-entry form) form which such Holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share surrendered pursuant to the provisions of this Agreement and/or (ii) a check representing the amount of (A) the Cash Consideration which such Holder has the right to receive in respect of the Certificate or Book-Entry Share surrendered pursuant to the provisions of this Agreement, (B) any Fractional Share Payment (if any), and such (C) any dividends or distributions (if any) which the Holder thereof has the right to receive pursuant to Section 3.2(d), and the Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares Holders on the Merger Consideration or any Fractional Share Payment (if any) payable upon the surrender of the Certificates or Book-Entry Shares.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to notice advising such holders of the Effective Time a form effectiveness of letter of the Merger, including appropriate transmittal (which shall specify materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares in exchange for to the Merger Consideration, in Exchange Agent (such form as the Company materials and Parent may reasonably agreeinstructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares). Upon proper surrender of a Certificate or Book-Entry Share Shares for exchange and cancellation to the Exchange Agent, together with a letter of transmittalthe appropriate transmittal materials, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder Holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is Stock Consideration, shall be any cash in non-certificated book-entry formlieu of fractional shares which such Holder has a right to receive pursuant to Section 2.6 and any dividends or distributions which such Holder has the right to receive pursuant to Section 3.1(d) in with respect of to the shares of Company Reliance Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders Holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares. The Per Share Stock Consideration delivered to each Holder shall be in non-certificated book-entry form.