Letter of Transmittal Mailing Sample Clauses

Letter of Transmittal Mailing. Unless previously sent by the Company and/or otherwise directed by the Parent, immediately after the Effective Time, the Paying Agent shall send a Letter of Transmittal, in substantially the form attached as Exhibit A, to each Closing Date Payee who held Company Units immediately prior to the Effective Time (if applicable). The Letter of Transmittal contains the option to have funds remitted via bank wire transfer (“Optional Wire Instructions”) upon election by each such Closing Date Payee. The Paying Agent shall pay the individuals and entities listed on Exhibit C (the “Closing Date Payees”) on the Closing Date immediately after receipt of the Merger Consideration, subject to receipt of a Letter of Transmittal from each such Closing Date Payee on or prior to the second Business Day prior to the Closing.
Sample 1
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Letter of Transmittal Mailing. As soon as practicable after the Effective Time of the Merger, the Paying Agent shall send a Letter of Transmittal, in substantially the form attached as Exhibit A, together with a wire form (the “Wire Form”), to be used as an election by each record holder (a “Record Holder”) of an outstanding certificate or certificates which immediately prior to the Effective Time evidenced Shares which shall have been converted into the right to be exchanged for a cash payment pursuant to the provisions of the Merger Agreement, and a return envelope addressed to the Paying Agent, to each Record Holder. Such Letter of Transmittal will advise such Record Holder of the terms of such conversion and the procedure for surrendering to the Paying Agent such certificate or certificates in exchange for cash.
Sample 1
Letter of Transmittal Mailing. As soon as practicable after the Effective Time (and in any event within two (2) Business Days thereafter), the Payment Agent shall send a Letter of Transmittal to each Stockholder, in the form attached hereto as Exhibit A (the “Letter of Transmittal”), together with (i) a substitute Form W-9, which is included within the Letter of Transmittal, or (ii) IRS Form W-8BEN, if the holder has a foreign address (the documents described in clauses (i) and (ii), collectively, the “Tax Forms”). Such Letter of Transmittal will advise such Stockholder of the procedure for surrendering to the Payment Agent stock certificates representing Shares in exchange for cash.
Sample 1
Letter of Transmittal Mailing. As soon as practicable after the Effective Time of the Merger, the Payment Agent shall send a Letter of Transmittal, in substantially the form attached as Exhibit A, which contains the option to have funds remitted via bank wire transfer (“Optional Wire Instructions”) by election of each record holder (a “Record Holder”) of a Company warrant, a Company option, or an outstanding certificate or certificates or book-entry shares which immediately prior to the Effective Time evidenced capital stock of the Company which shall have been converted into the right to be exchanged for a cash payment pursuant to the provisions of the Merger Agreement, and a return envelope addressed to the Payment Agent, to each Record Holder. Such Letter of Transmittal will advise such Record Holder of the terms of such conversion and the procedure for surrendering to the Payment Agent such warrant, option, certificate or certificates and/or book-entry shares in exchange for cash.
Sample 1
Letter of Transmittal Mailing. As soon as practicable after the Effective Time of the Merger and in any event within five (5) Business Days of the date hereof, the Payment Agent shall send to the Stockholders and Optionholders, a Letter of Transmittal, in substantially the form attached as Exhibit A (the “Letter of Transmittal”). The Letters of Transmittal shall contain the option to have funds remitted via bank wire transfer (“Optional Wire Instructions”) at the election of each Stockholder or Optionholder and shall advise such Stockholder or Optionholder of the terms of such conversion and the procedure for surrendering to the Payment Agent such Certificates and/or book-entry shares, as applicable, in exchange for cash.
Sample 1

Related to Letter of Transmittal Mailing

  • Letter of Transmittal Prior to (and in any event, within two (2) Business Days after) the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Stockholder a letter of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Date.

  • Transmittal All documents submitted to the State shall be accompanied by a letter of transmittal which shall include, but need not be limited to, the highway number, project limits, county, CSJ, contract number, work authorization number and an inventory of attachments.

  • Notice of Transfer The Agent may deem and treat a Lender party to this Agreement as the owner of such Lender’s portion of the Obligations for all purposes, unless and until, and except to the extent, an Assignment and Acceptance shall have become effective as set forth in Section 10.06.

  • Identity of Transfer Agent The Transfer Agent for the Common Stock is Corporate Stock Transfer, Inc. with a mailing address of 3000 Xxxxxx Xxxxx Xxxxx Xxxxx #000, Xxxxxx, XX 00000. Upon the appointment of any subsequent transfer agent for the Shares, the Company will mail to the Warrant Holder a statement setting forth the name and address of such transfer agent.

  • Delivery of Stock Certificates, etc. on Exercise The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares in accordance herewith. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

  • Delivery of Transaction Documents The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.

  • Delivery of Stock Certificates on Exercise Any exercise of the Warrants pursuant to Section 3 shall be deemed to have been effected immediately prior to the close of business on the date on which the Warrants together with the subscription form and the payment for the aggregate Purchase Price shall have been received by the Company. At such time, the person or persons in whose name or names any certificate or certificates representing the Shares or Other Securities (as defined below) shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Shares or Other Securities so purchased. As soon as practicable after the exercise of any Warrant in full or in part, and in any event within 10 days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of, and delivered to the purchasing Warrant holder, a certificate or certificates representing the number of fully paid and nonassessable shares of Common Stock or Other Securities to which such Warrant holder shall be entitled upon such exercise, plus in lieu of any fractional share to which such Warrant holder would otherwise be entitled, cash in an amount determined pursuant to Section 6(h), together with any other stock or other securities and property (including cash, where applicable). The term "

  • Instruments of Transfer The Stockholder is delivering to LandCARE certificates representing all of the Shares, duly endorsed (or accompanied by duly executed stock powers).

  • Counterparts; Electronically Transmitted Documents and Signatures The parties may execute this Agreement in one or more counterparts, each of which are deemed an original and all of which together constitute one and the same instrument. The parties may deliver this Agreement, including signature pages, by original or digital signatures, or facsimile or emailed PDF transmissions, and the parties hereby adopt any documents so received as original and having the same effect as physical delivery of paper documents bearing the original signature.

  • Documentation of Transfer Seller shall undertake to file the documents which would be necessary to perfect and maintain the transfer of the security interest in and to the Receivables and Other Conveyed Property.

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