Common use of Delivery of Per Share Merger Consideration Clause in Contracts

Delivery of Per Share Merger Consideration. (a) Concurrently with the mailing of the Proxy Statement/Prospectus, the Company shall cause to be mailed to each holder of record of Company Stock, each Company Convertible Noteholder and each Specified Convertible Noteholder a letter of transmittal in customary form to be approved by Acquiror (such approval not to be unreasonably withheld, conditioned, or delayed) prior to the Closing (the “Letter of Transmittal”), which shall (i) have customary representations and warranties as to title, authorization, execution and delivery and (ii) specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock shall pass, only upon delivery of the shares of Company Stock, the Company Convertible Notes or Specified Convertible Notes, as applicable, to Acquiror (including all certificates representing shares of Company Stock (each, a “Certificate” and, collectively, the “Certificates”), to the extent such shares of Company Stock are certificated), together with instructions thereto.

Delivery of Per Share Merger Consideration. (a) Concurrently with the mailing of the Proxy Statement/Prospectus, the Company shall cause to be mailed to each holder of record of Company Stock, Stock and each Company Convertible Noteholder and each Specified Convertible Noteholder a letter of transmittal in customary form to be approved by Acquiror (such approval not to be unreasonably withheld, conditioned, or delayed) prior to the Closing (the “Letter of Transmittal”), which shall (i) have customary representations and warranties as to title, authorization, execution and delivery and (ii) specify that delivery shall be effected, and risk of loss and title to the shares of Company Stock shall pass, only upon delivery of the shares of Company Stock, Stock or the Company Convertible Notes or Specified Convertible Notes, as applicable, to Acquiror (including all certificates representing shares of Company Stock (each, a “Certificate” and, collectively, the “Certificates”), to the extent such shares of Company Stock are certificated), together with instructions thereto.

Delivery of Per Share Merger Consideration. (a) Concurrently with Promptly after the mailing of Registration Statement is declared effective under the Proxy Statement/ProspectusSecurities Act, the Company CBAH shall cause to be mailed to each holder of record of Company StockCommon Stock at the address provided to CBAH by the Company, each Company Convertible Noteholder and each Specified Convertible Noteholder a letter of transmittal in customary form to be approved by Acquiror (such approval not to be unreasonably withheld, conditioned, or delayed) prior to the Closing (the “Letter of Transmittal”), which shall (i) have customary representations and warranties as to title, authorization, execution and delivery delivery, (ii) have a customary release of all Claims against PubCo and the Company arising out of or related to such holder’s ownership of shares of Company Common Stock and (iiiii) specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock shall pass, only upon delivery of the shares of Company Common Stock, the Company Convertible Notes or Specified Convertible Notes, as applicable, to Acquiror CBAH (including all certificates representing shares of Company Common Stock (each, a “Company Certificate” and, collectively, the “Company Certificates”), to the extent such shares of Company Common Stock are certificated), together with instructions thereto.