Common use of Letter of Transmittal – Capital Stock Clause in Contracts

Letter of Transmittal – Capital Stock. Prior to or promptly after the Effective Time, Parent shall mail, or cause to be mailed, to each record holder of Company Capital Stock immediately prior to the Effective Time: (i) a letter of transmittal containing such provisions as Parent may specify (including a provision confirming that delivery of Company Stock Certificates (as defined in Section 1.9(d)) shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon receipt of such Company Stock Certificates by Parent, and a provision whereby such holder agrees to be bound by the provisions of Sections 9 and 10.1) (a “Letter of Transmittal”); and (ii) instructions for use in effecting the exchange of Company Stock Certificates for the Merger Consideration, if any, payable with respect to such Company Capital Stock. Upon the surrender to the Payment Agent of a Company Stock Certificate (or an affidavit of lost stock certificate as described in Section 1.9(e)), together with a duly executed Letter of Transmittal and such other documents as Parent or the Payment Agent may reasonably request, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Merger Consideration, if any, which such holder has the right to receive pursuant to this Agreement, and the Company Stock Certificate so surrendered shall forthwith be canceled. From and after the Effective Time, each Company Stock Certificate which prior to the Effective Time represented shares of Company Capital Stock shall be deemed to represent only the right to receive the Merger Consideration, if any, payable with respect to such shares, and the holder of each such Company

Letter of Transmittal – Capital Stock. Prior to or promptly after Not later than ten (10) days following the Effective Time, Parent shall mail, or cause to be mailed, to each record holder of Company Capital Stock immediately prior to the Effective Time: (i) a letter of transmittal containing such provisions as to be mutually agreed to by Parent may and the Company (which shall specify (including a provision confirming that delivery of Company Stock Certificates (as defined in Section 1.9(d)) shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon receipt delivery of such Company Stock Certificates by to Parent, and a provision whereby such holder agrees to be bound by the provisions of Articles 1, 5 and 6 and Sections 9 4.15(b), 4.18(b), 4.18(c), 4.18(d) and 10.1Section 11.1) (a “Letter of Transmittal”); and (ii) instructions for use in effecting the exchange of Company Stock Certificates for the Merger Consideration, if any, Consideration payable with respect to such Company Capital Stock. Upon the surrender to the Payment Agent Parent of a Company Stock Certificate (or an affidavit of lost stock certificate indemnity agreement as described in Section 1.9(e1.9(d)), together with a duly executed Letter of Transmittal and such other documents as Parent or the Payment Agent may reasonably requestTransmittal, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Merger Consideration, if any, which Consideration that such holder has the right to receive pursuant to this Agreement, and the Company Stock Certificate so surrendered shall forthwith be canceled. From and after the Effective Time, each Company Stock Certificate which prior to the Effective Time represented shares of Company Capital Stock shall be deemed to represent only the right to receive the Merger Consideration, if any, Consideration payable with respect to such shares, and the holder of each such CompanyCompany Stock Certificate shall cease to have any rights with respect to the shares of Company Capital Stock formerly represented thereby. Parent shall have the option of appointing an exchange agent approved by the Stockholders’ Agent, which approval shall not be unreasonably withheld or delayed, to carry out the provisions of this Section 1.9.

Letter of Transmittal – Capital Stock. Prior to or promptly Promptly after the Effective Time, but in no event later than five days thereafter, Parent shall mail, or cause the Payment Agent to be mailed, mail to each record holder of Company Capital Stock immediately prior to the Effective Time: (i) a letter of transmittal containing such provisions as Parent may or the Payment Agent may, subject to reasonable approval of the Stockholders’ Agent, specify (including a provision confirming that delivery of Company Stock Certificates (as defined in Section 1.9(d)) shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon receipt delivery of such Company Stock Certificates by Parentto the Payment Agent, and a provision whereby such holder agrees to be bound by the provisions of Sections 1.9, 9 and 10.1) (a “Letter of Transmittal”); and (ii) instructions for use in effecting the exchange of Company Stock Certificates for the Merger Consideration, if any, payable with respect to such Company Capital Stock. Upon the surrender to the Payment Agent of a Company Stock Certificate (or an affidavit of lost stock certificate as described in Section 1.9(e)), together with a duly executed Letter of Transmittal and such other documents as Parent or the Payment Agent may reasonably request, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor cash in an amount equal to the Merger Consideration, if any, which such holder has the right to receive pursuant to this AgreementSection 1.5, and the Company Stock Certificate so surrendered shall forthwith be canceled. From and after the Effective Time, each Company Stock Certificate which prior to the Effective Time represented shares of Company Capital Stock shall be deemed to represent only the right to receive the Merger Consideration, if any, payable with respect to such shares, and the holder of each such CompanyCompany Stock Certificate shall cease to have any rights with respect to the shares of Company Capital Stock formerly represented thereby. The

Letter of Transmittal – Capital Stock. Prior to or promptly after Not later than ten (10) days following the Effective Time, Parent shall mail, or cause to be mailed, to each record holder of Company Capital Stock immediately prior to the Effective Time: (i) a letter of transmittal containing such provisions as to be mutually agreed to by Parent may and the Company (which shall specify (including a provision confirming that delivery of Company Stock Certificates (as defined in Section 1.9(d)) shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon receipt delivery of such Company Stock Certificates by to Parent, and a provision whereby such holder agrees to be bound by the provisions of Sections 9 Articles 5 and 10.16 and Section 11.1 and a covenant to become a “Stockholder” under the Stockholders Agreement ) (a “Letter of Transmittal”); and (ii) instructions for use in effecting the exchange of Company Stock Certificates for the Merger Consideration, if any, Consideration payable with respect to such Company Capital Stock. Upon the surrender to the Payment Agent Parent of a Company Stock Certificate (or an affidavit of lost stock certificate indemnity agreement as described in Section 1.9(e1.11(d)), together with a duly executed Letter of Transmittal and such other documents as Parent or the Payment Agent may reasonably requestTransmittal, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Merger Consideration, if any, which Consideration that such holder has the right to receive pursuant to this Agreement, and the Company Stock Certificate so surrendered shall forthwith be canceled. From and after the Effective Time, each Company Stock Certificate which prior to the Effective Time represented shares of Company Capital Stock shall be deemed to represent only the right to receive the Merger Consideration, if any, Consideration payable with respect to such shares, and the holder of each such CompanyCompany Stock Certificate shall cease to have any rights with respect to the shares of Company Capital Stock formerly represented thereby. Parent shall have the option of appointing an exchange agent approved by the Stockholders’ Agent, which approval shall not be unreasonably withheld or delayed, to carry out the provisions of this Section 1.11.

Letter of Transmittal – Capital Stock. Prior to or promptly after Not later than ten (10) days following the Effective Time, Parent shall mail, or cause to be mailed, to each record holder of Company Capital Stock immediately prior to the Effective Time: (i) a letter of transmittal containing such provisions substantially in the form attached hereto as Parent may Exhibit B (which shall specify (including a provision confirming that delivery of Company Stock Certificates (as defined in Section 1.9(d)) shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon receipt delivery of such Company Stock Certificates by to Parent, and a provision whereby such holder agrees to be bound by the provisions of Sections 9 Articles ‎1, 5 and 10.16 and Section ‎7.1) (a “Letter of Transmittal”); and (ii) instructions for use in effecting the exchange of Company Stock Certificates for the Merger Consideration, if any, Consideration payable with respect to such Company Capital Stock. Upon the surrender to the Payment Agent Parent of a Company Stock Certificate (or an affidavit of lost stock certificate indemnity agreement as described in Section 1.9(e‎1.9(d)), together with a duly executed Letter of Transmittal and such other documents as Parent or the Payment Agent may reasonably requestTransmittal, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Merger Consideration, if any, which Consideration that such holder has the right to receive pursuant to this Agreement, and the Company Stock Certificate so surrendered shall forthwith be canceled. From and after the Effective Time, each Company Stock Certificate which prior to the Effective Time represented shares of Company Capital Stock shall be deemed to represent only the right to receive the Merger Consideration, if any, Consideration payable with respect to such shares, and the holder of each such CompanyCompany Stock Certificate shall cease to have any rights with respect to the shares of Company Capital Stock formerly represented thereby. Parent shall have the option of appointing an exchange agent approved by the Stockholders’ Agent, which approval shall not be unreasonably withheld or delayed, to carry out the provisions of this Section 1.9.