Common use of Holders of Company T Shares Clause in Contracts

Holders of Company T Shares. (i) promptly after the Effective Time (and in any event within five business days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each registered holder of Company T Shares (other than the Company T Depositary and holders of Excluded Shares and Dissenters Shares) (A) a form of letter of transmittal (which shall specify how the delivery of the Merger Consideration to the registered holders of Company T Shares shall be effected) and (B) instructions for effecting the surrender of any and all share certificates which have been issued representing Company T Shares (the “Certificates”). Each registered holder of Company T Shares (including Company T Shares not represented by a Certificate (“Uncertificated Shares”)) shall be entitled to receive the Per Share Merger Consideration, without interest, for each Company T Share (including Company T Shares formerly represented by a Certificate and Uncertificated Shares) cancelled at the Effective Time multiplied by (x) the number of Company T Shares represented by such Certificate (or declaration of loss or non-receipt and, if applicable, indemnity in the required form and in compliance with Section 2.9) or (y) the number of Uncertificated Shares, as the case may be, provided that each holder of a Certificate shall be required to surrender such Certificate (or a declaration of loss or non-receipt and, if applicable, indemnity in the required form and in compliance with Section 2.9) to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, and the Certificate so surrendered shall forthwith be cancelled; and (ii) if the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the cancelled Company T Share is registered, it shall be a condition of payment that (A) a share transfer form in respect of Company T Shares represented by the Certificate so surrendered (if any) shall be in a proper form to transfer the relevant Company T Shares and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of such cancelled Company T Shares and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Upon the cancellation of any Company T Shares at the Effective Time, the registered holder of such cancelled Company T Shares shall have no further rights in respect of such cancelled Company T Shares, and each Certificate in respect of such cancelled Company T Shares shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration as contemplated by this Article II, without interest.

Holders of Company T Shares. (i) promptly after the Effective Time (and in any event within five business days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each registered holder of Company T Shares (other than the Company T Depositary and holders of Excluded Shares and Dissenters Shares) (A) a form of letter of transmittal (which shall specify how the delivery of the Merger Consideration to the registered holders of Company T Shares shall be effected) and (B) instructions for effecting the surrender of any and all share certificates which have been issued representing Company T Shares (the “"Certificates”"). Each registered holder of Company T Shares (including Company T Shares not represented by a Certificate (“"Uncertificated Shares”")) shall be entitled to receive the Per Share Merger Consideration, without interest, for each Company T Share (including Company T Shares formerly represented by a Certificate and Uncertificated Shares) cancelled at the Effective Time multiplied by (x) the number of Company T Shares represented by such Certificate (or declaration of loss or non-receipt and, if applicable, indemnity in the required form and in compliance with Section 2.9) or (y) the number of Uncertificated Shares, as the case may be, provided that each holder of a Certificate shall be required to surrender such Certificate (or a declaration of loss or non-receipt and, if applicable, indemnity in the required form and in compliance with Section 2.9) to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, and the Certificate so surrendered shall forthwith be cancelled; and (ii) if the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the cancelled Company T Share is registered, it shall be a condition of payment that (A) a share transfer form in respect of Company T Shares represented by the Certificate so surrendered (if any) shall be in a proper form to transfer the relevant Company T Shares and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of such cancelled Company T Shares and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Upon the cancellation of any Company T Shares at the Effective Time, the registered holder of such cancelled Company T Shares shall have no further rights in respect of such cancelled Company T Shares, and each Certificate in respect of such cancelled Company T Shares shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration as contemplated by this Article II, without interest.