Exchange of Certificates and Book Entry Shares. (a) HCC shall take all steps necessary to cause the Exchange Agent not later than five business days after the Effective Time to mail to holders of Presidio Common Stock of record immediately before the Effective Time (i) a letter of transmittal (“Letter of Transmittal”) in a customary form that is reasonably acceptable to Presidio and (ii) instructions for use in effecting the surrender of such holder’s Certificates and Book-Entry Shares in exchange for the Merger Consideration. (b) Upon surrender of a Certificate or Book-Entry Share to the Exchange Agent for exchange, together with a properly completed Letter of Transmittal and such other documents as may be reasonably required by the Exchange Agent or HCC, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (i) a certificate representing the number of whole shares of HCC Common Stock (or uncertificated shares of HCC Common Stock represented by a book entry) to which such holder shall have become entitled under Section 2.01(d) and (ii) a check representing the amount of cash in lieu of any fractional share of HCC Common Stock, if any, which such holder has the right to receive as to the Certificate or Book-Entry Share surrendered pursuant to Section 2.01(g). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. The Certificates or Book-Entry Shares surrendered shall be canceled. (c) If any Certificate shall have been lost, stolen, or destroyed, HCC or the Exchange Agent may in its sole discretion require the owner of such lost, stolen, or destroyed Certificate to make and deliver to HCC or the Exchange Agent an affidavit of that fact and an agreement in form reasonably satisfactory to HCC indemnifying HCC and the Surviving Corporation against any claim that may be made against HCC or the Surviving Corporation and to deliver a bond (in such sum as HCC or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, HCC, or the Surviving Corporation as to such Certificate. (d) If any portion of the HCC Common Stock that a person has the right to receive pursuant to the provisions of Section 2.01(d) is to be issued in a name other than that in which the Certificate or Book-Entry Share surrendered is registered, it shall be a condition to such issuance thereof that the Certificate or Book-Entry Shares surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer. (e) All shares of HCC Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if a dividend or other distribution is declared by HCC as to the HCC Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions as to the HCC Common Stock issuable pursuant to this Agreement. No dividends or other distributions declared after the Effective Time regarding HCC Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share until the holder thereof surrenders a Certificate or Book-Entry Share under this Section 2.03. After the surrender of a Certificate or Book-Entry Share under this Section 2.03, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable regarding shares of HCC Common Stock represented by such Certificate or Book-Entry Share. (f) Any portion of the Exchange Fund that remains undistributed to holders of Certificates or Book-Entry Shares as of the date 12 months after the Effective Time shall be delivered to HCC upon demand, and any holders of Certificates or Book-Entry Shares who have not theretofore surrendered their Certificates or Book-Entry Shares under this Section 2.03 shall thereafter look only to HCC for satisfaction of their claims for the Per Share Exchange Ratio, cash in lieu of fractional shares of HCC Common Stock, and any dividends or distributions as to HCC Common Stock, in each case without interest thereon. None of HCC, the Surviving Corporation, Presidio or the Exchange Agent or any other person shall be liable to any former holder of shares of Presidio Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Law. HCC shall be entitled to rely upon the stock transfer books of Presidio to establish the identity of those persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. (g) Each of the Exchange Agent and HCC shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Presidio Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local, or foreign Tax law or under any other applicable Law. If such amounts are deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid. (h) Any portion of the HCC Common Stock made available to the Exchange Agent as to any Dissenting Shares shall be returned to HCC upon demand.
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Exchange of Certificates and Book Entry Shares. (a) HCC Prior to the Effective Time, the Company Representative shall take all steps necessary appoint and enter into a customary exchange agreement mutually acceptable to cause Purchaser and the Exchange Company Representative (the “Paying Agent not later than five business days Agreement”) with a paying agent (the “Paying Agent”) mutually acceptable to Purchaser and the Company Representative.
(b) As soon as reasonably practicable after the Effective Time date hereof, the Company shall deliver to mail to holders of Presidio Common Stock each Company Stockholder of record immediately before the Effective Time (i) a letter of transmittal transmittal, substantially in the form of Exhibit C attached hereto (the “Letter of Transmittal”) in ). Payment to a customary form that is reasonably acceptable to Presidio and (ii) instructions for use in effecting the surrender Company Stockholder of such holder’s Certificates and Book-Entry Shares in exchange for its portion of the Merger Consideration.
(b) Upon surrender Consideration shall be subject to and conditioned upon such Company Stockholder’s delivery to the Paying Agent of a properly completed and executed Letter of Transmittal, together with all related items required thereby. For each Company Stockholder which has delivered a properly completed and executed Letter of Transmittal, together with all related items required thereby, to the Paying Agent prior to Closing, Surviving Company will use commercially reasonable efforts to cause the Paying Agent to pay the Stockholder Closing Payment payable to such Company Stockholder as set forth on the Securityholder Payment Schedule, without interest, promptly following the Closing. For any Company Stockholder which has not delivered a properly completed and executed Letter of Transmittal, together with all related items required thereby, to the Paying Agent prior to the Closing, such Company Stockholder will be entitled to receive the Stockholder Closing Payment payable to such Company Stockholder as set forth on the Securityholder Payment Schedule, without interest, promptly following such Company Stockholder’s delivery to the Paying Agent of a properly completed and executed Letter of Transmittal, together with all related items required thereby. The remaining Merger Consideration, if any, due to the Company Stockholders shall be payable to such Company Stockholders in accordance with, and at the times set forth in, this Agreement, without interest thereon. As of the Effective Time and until surrendered in accordance with the provisions of this Section 2.10 by the holder thereof, each Certificate or Book-Entry Share (other than Certificates or Book-Entry Shares representing Dissenting Shares) shall represent for all purposes only the right to the Exchange Agent for exchange, together with a properly completed Letter of Transmittal and receive such other documents as may be reasonably required holder’s applicable Merger Consideration represented by the Exchange Agent or HCC, the holder of such Certificate or Book-Entry Share shall be entitled to receive as set forth in exchange therefor (i) a certificate representing the number of whole shares of HCC Common Stock (or uncertificated shares of HCC Common Stock represented by a book entry) to which such holder shall have become entitled under Section 2.01(d) and (ii) a check representing the amount of Securityholder Payment Schedule, payable in cash in lieu of any fractional share of HCC Common Stock, if any, which such holder has the right to receive as to the Certificate or Book-Entry Share surrendered pursuant to this Section 2.01(g)2.10, in the manner and at the times provided for by this Agreement, without interest. No interest will be All cash paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. The Certificates or Book-Entry Shares surrendered in accordance with this Section 2.10 shall be canceleddeemed to have been paid in satisfaction of all rights pertaining to the shares of Company Stock represented thereby.
(c) If In the event that any Certificate (other than any Certificate representing Dissenting Shares) shall have been lost, stolen, stolen or destroyed, HCC or upon the Exchange Agent may in its sole discretion require the owner making of such lost, stolen, or destroyed Certificate to make and deliver to HCC or the Exchange Agent an affidavit of that fact and an agreement related indemnity by the registered holder of such lost, stolen or destroyed Certificate in form reasonably satisfactory and substance acceptable to HCC indemnifying HCC and Purchaser, the Surviving Corporation against any claim that may be made against HCC or the Surviving Corporation and to Paying Agent will deliver a bond (in such sum as HCC or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, HCC, or the Surviving Corporation as to such Certificateregistered holder in exchange for such affidavit and related indemnity such registered holder’s applicable Merger Consideration represented by such Certificate as set forth in the Securityholder Payment Schedule, payable in cash pursuant to this Section 2.10, in the manner and at the times provided for by this Agreement, without interest.
(d) If any portion After the Effective Time, there shall be no transfers on the stock transfer books of Surviving Company of the HCC Common shares of Company Stock that a person has were outstanding immediately prior to the right Effective Time. If, after the Effective Time, Certificates (other than Certificates representing Dissenting Shares) are presented to receive Purchaser, they shall be exchanged for the applicable Merger Consideration represented by such Certificate as set forth in the Securityholder Payment Schedule, payable in cash pursuant to this Section 2.10, in the provisions of Section 2.01(d) is to be issued in a name other than that in which manner and at the Certificate or Book-Entry Share surrendered is registeredtimes provided for by this Agreement, it shall be a condition to such issuance thereof that the Certificate or Book-Entry Shares surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transferwithout interest.
(e) All shares of HCC Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if a dividend or other distribution is declared by HCC as to the HCC Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions as to the HCC Common Stock issuable pursuant to this Agreement. No dividends or other distributions declared after the Effective Time regarding HCC Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share until the holder thereof surrenders a Certificate or Book-Entry Share under this Section 2.03. After the surrender of a Certificate or Book-Entry Share under this Section 2.03, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable regarding shares of HCC Common Stock represented by such Certificate or Book-Entry Share.
(f) Any portion of the Exchange Payment Fund that which remains undistributed to holders of Certificates or Book-Entry Shares as of the date 12 for twelve months after the Effective Time shall be delivered to HCC upon demandPurchaser, and any holders of Certificates or and Book-Entry Shares who have not theretofore surrendered their Certificates or Book-Entry Shares under complied with this Section 2.03 Agreement and the instructions set forth in the Letter of Transmittal provided to such holders in accordance with this Agreement shall thereafter look only to HCC Purchaser for satisfaction payment of their claims for the Per Share Exchange Ratio, cash in lieu of fractional shares of HCC Common Stock, and any dividends or distributions as applicable Merger Consideration to HCC Common Stock, in each case without interest thereon. which they are entitled.
(f) None of HCCPurchaser, the Surviving Corporation, Presidio MergerSub or the Exchange Agent or any other person Company shall be liable to any former holder Person in respect of shares of Presidio Common Stock for any amount properly cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. HCC If any Certificates or Book-Entry Shares shall be entitled not have been surrendered prior to rely upon seven years after the stock transfer books of Presidio Effective Time (or immediately prior to establish the identity of those persons entitled to receive the Merger Consideration specified in this Agreement, such earlier date on which books shall be conclusive with respect thereto.
(g) Each of the Exchange Agent and HCC shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable payment pursuant to this Agreement to any holder or former holder of Presidio Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, localwould otherwise escheat to, or foreign Tax law become the property of, any Governmental Authority), the cash payment in respect of such Certificate or under any other Book-Entry Share shall, unless otherwise provided by applicable Law. If such amounts are deducted or withheld, such amounts shall be treated for become the property of Purchaser, free and clear of all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paidEncumbrances.
(h) Any portion of the HCC Common Stock made available to the Exchange Agent as to any Dissenting Shares shall be returned to HCC upon demand.
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Exchange of Certificates and Book Entry Shares. (a) HCC shall take all steps necessary to cause the Exchange Agent Agent, not later than five (5) business days after the Effective Time Time, to mail to holders of Presidio Tri-Valley Common Stock of record immediately before prior to the Effective Time (i) a letter of transmittal (“Letter of Transmittal”) in a customary form that is reasonably acceptable to Presidio Tri-Valley, and (ii) instructions for use in effecting the surrender of such holder’s Certificates and Book-Entry Shares in exchange for the Merger ConsiderationConsideration in exchange therefore.
(b) Upon surrender of a Certificate or Book-Entry Share to the Exchange Agent for exchange, together with a properly completed Letter of Transmittal and such other documents as may be reasonably required by the Exchange Agent or HCC, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (i) a certificate representing the number of whole shares of HCC Common Stock (or uncertificated shares of HCC Common Stock represented by a book entry) to which such holder holders of Tri-Valley Common Stock shall have become entitled under in accordance with Section 2.01(d) ), and (ii) a check representing the amount of cash in lieu of any fractional share of HCC Common Stock, if any, which such holder has the right to receive as to in respect of the Certificate or Book-Entry Share surrendered pursuant to Section 2.01(g). No interest will be paid or accrued on any amount payable upon due surrender the cash in lieu of the Certificates or Book-Entry Sharesfractional shares. The Certificates or Book-Entry Shares so surrendered shall be canceled.
(c) If any Certificate shall have been lost, stolen, or destroyed, HCC or the Exchange Agent may in its sole discretion require the owner of such lost, stolen, or destroyed Certificate to make and deliver to HCC or the Exchange Agent an affidavit of that fact and an agreement in customary form that is reasonably satisfactory to HCC indemnifying HCC and the Surviving Corporation against any claim that may be made against HCC or the Surviving Corporation and to deliver a bond (in such sum as HCC or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, HCC, or the Surviving Corporation as with respect to such Certificate.
(d) If any portion of the HCC Common Stock that a person has the right to receive pursuant to the provisions of Section 2.01(d) is to be issued in a name other than that in which the Certificate or Book-Entry Share surrendered is registered, it shall be a condition to such issuance thereof that the Certificate or Book-Entry Shares surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Tax required by reason of a certificate or uncertificated book entry share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
(e) All shares of HCC Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if a dividend or other distribution is declared by HCC as to the HCC Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions as to the HCC Common Stock issuable pursuant to this Agreement. No dividends or other distributions declared after the Effective Time regarding with respect to HCC Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share until the holder thereof surrenders a shall surrender such Certificate or Book-Entry Share under in accordance with this Section 2.03Article II. After the surrender of a Certificate or Book-Entry Share under in accordance with this Section 2.03Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable regarding with respect to shares of HCC Common Stock represented by such Certificate or Book-Entry Share.
(f) Any portion of the Exchange Fund that remains undistributed to holders of Certificates or Book-Entry Shares as of the date 12 twelve (12) months after the Effective Time shall be delivered to HCC upon demand, and any holders of Certificates or Book-Entry Shares who have not theretofore surrendered their Certificates or Book-Entry Shares under in accordance with this Section 2.03 shall thereafter look only to HCC for satisfaction of their claims for the Per Share Exchange RatioMerger Consideration, cash in lieu of fractional shares of HCC Common Stock, and any dividends or distributions as with respect to HCC Common Stock, in each case without interest thereon. None Notwithstanding the foregoing, none of HCC, the Surviving Corporation, Presidio Tri-Valley or the Exchange Agent or any other person shall be liable to any former holder of shares of Presidio Tri-Valley Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Law. HCC and HBC shall be entitled to rely upon the stock transfer books of Presidio Tri-Valley to establish the identity of those persons entitled to receive the Merger Consideration merger consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, HCC and HBC shall be entitled to deposit the Merger Consideration in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.
(g) Each of the Exchange Agent Agent, HCC, and HCC HBC shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Presidio Tri-Valley Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local, or foreign Tax law or under any other applicable Law. If To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.
(h) Any portion of the HCC Common Stock made available to the Exchange Agent as to in respect of any Dissenting Shares shall be returned to HCC upon demand.
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Exchange of Certificates and Book Entry Shares. (a) HCC shall take all steps necessary to cause the Exchange Agent Agent, not later than five (5) business days after the Effective Time Time, to mail to holders of Presidio UAB Common Stock and UAB Preferred Stock of record immediately before prior to the Effective Time (i) a letter of transmittal (“Letter of Transmittal”) in a customary form that is reasonably acceptable to Presidio UAB (“Letter of Transmittal”), and (ii) instructions for use in effecting the surrender of such holder’s Certificates and Book-Entry Shares in exchange for the Merger ConsiderationConsideration in exchange therefore.
(b) Upon surrender of a Certificate or Book-Entry Share to the Exchange Agent for exchange, together with a properly completed Letter of Transmittal and such other documents as may be reasonably required by the Exchange Agent or HCC, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (i) a certificate representing the number of whole shares of HCC Common Stock (or uncertificated shares of HCC Common Stock represented by a book entry) to which such holder holders of UAB Common Stock and UAB Preferred Stock, Series D Preferred and Series E Preferred shall have become entitled under in accordance with Section 2.01(d2.01(d)(i), (ii) and (iii), (ii) a check representing the amount of cash payable pursuant to Section 2.01(d)(iv) and (v), and (iii) a check representing the amount of cash in lieu of any fractional share of HCC Common Stock, if any, which such holder has the right to receive as to in respect of the Certificate or Book-Entry Share surrendered pursuant to Section 2.01(g). No interest will be paid or accrued on any amount payable upon due surrender the cash in lieu of the Certificates or Book-Entry Sharesfractional shares. The Certificates or Book-Entry Shares so surrendered shall be canceled.
(c) If any Certificate shall have been lost, stolen, or destroyed, HCC or the Exchange Agent may in its sole discretion require the owner of such lost, stolen, or destroyed Certificate to make and deliver to HCC or the Exchange Agent an affidavit of that fact and an agreement in customary form that is reasonably satisfactory to HCC indemnifying HCC and the Surviving Corporation against any claim that may be made against HCC or the Surviving Corporation and to deliver a bond (in such sum as HCC or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, HCC, or the Surviving Corporation as with respect to such Certificate.
(d) If any portion of the HCC Common Stock that a person has the right to receive pursuant to the provisions of Section 2.01(d) is to be issued in a name other than that in which the Certificate or Book-Entry Share surrendered is registered, it shall be a condition to such issuance thereof that the Certificate or Book-Entry Shares surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Tax required by reason of a certificate or uncertificated book entry share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
(e) All shares of HCC Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if a dividend or other distribution is declared by HCC as to the HCC Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions as to the HCC Common Stock issuable pursuant to this Agreement. No dividends or other distributions declared after the Effective Time regarding with respect to HCC Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share until the holder thereof surrenders a shall surrender such Certificate or Book-Entry Share under in accordance with this Section 2.03Article II. After the surrender of a Certificate or Book-Entry Share under in accordance with this Section 2.03Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable regarding with respect to shares of HCC Common Stock represented by such Certificate or Book-Entry Share.
(f) Any portion of the Exchange Fund that remains undistributed to holders of Certificates or Book-Entry Shares as of the date 12 twelve (12) months after the Effective Time shall be delivered to HCC upon demand, and any holders of Certificates or Book-Entry Shares who have not theretofore surrendered their Certificates or Book-Entry Shares under in accordance with this Section 2.03 shall thereafter look only to HCC for satisfaction of their claims for the Per Share Exchange Ratio, cash in lieu of fractional shares of HCC Common StockMerger Consideration, and any dividends or distributions as with respect to HCC Common Stock, in each case without interest thereon. None Notwithstanding the foregoing, none of HCC, the Surviving Corporation, Presidio ATB, UAB or the Exchange Agent or any other person shall be liable to any former holder of shares of Presidio UAB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Law. HCC and HBC shall be entitled to rely upon the stock transfer books of Presidio UAB to establish the identity of those persons entitled to receive the Merger Consideration merger consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, HCC and HBC shall be entitled to deposit the Merger Consideration in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.
(g) Each of the Exchange Agent Agent, HCC, and HCC HBC shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Presidio UAB Common Stock or UAB Preferred Stock such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local, or foreign Tax law or under any other applicable Law. If To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.
(h) Any portion of the HCC Common Stock made available to the Exchange Agent as to in respect of any Dissenting Shares shall be returned to HCC upon demand.
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