Common use of Letter of Transmittal; Procedure for Exchange Clause in Contracts

Letter of Transmittal; Procedure for Exchange. ACQUIROR agrees that, as soon as practicable after the Effective Time and in no event later than five (5) business days thereafter, the Surviving Corporation shall cause the distribution to holders of record of OPTA Shares (as of the Effective Time) of a form of letter of transmittal and other appropriate materials and instructions for use in effecting the surrender of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding OPTA Shares (each, a "Certificate") for payment of the Merger Consideration therefor. Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive, and the Exchange Agent shall promptly pay to the holders out of the Payment Fund, the Merger Consideration multiplied by the number of OPTA Shares represented by such Certificate immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax laws. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of a Certificate for the benefit of the holder thereof. In the event any Certificate shall have been lost or destroyed, the Exchange Agent, subject to such other conditions as the Surviving Corporation may reasonably impose (including the posting of an indemnity bond or other surety in favor of the Surviving Corporation with respect to the Certificate alleged to be lost or destroyed), shall be authorized to accept an affidavit from the record holder of such Certificate in a form reasonably satisfactory to the Surviving Corporation, and upon surrender to the Exchange Agent of such affidavit, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, the Exchange Agent shall promptly pay to the record holder of such Certificate out of the Payment Fund the Merger Consideration multiplied by the number of OPTA Shares represented by such Certificates immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax laws.

Letter of Transmittal; Procedure for Exchange. ACQUIROR agrees that, as soon as practicable after the Effective Time and in no event later than five (5) business days thereafter, the Surviving Corporation shall cause the distribution to holders of record of OPTA EKCO Shares (as of the Effective Time) of a form of letter of transmittal and other appropriate materials and instructions for use in effecting the surrender of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding OPTA EKCO Shares (each, a "Certificate") and to each holder of an agreement evidencing an EKCO Option (including an Option Election in the form of Annex B attached hereto) or an EKCO Warrant (an "Option Agreement") for payment of the Merger Consideration therefor. Upon surrender to the Exchange Agent of a CertificateCertificate or an Option Agreement, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate or Option Agreement shall be entitled to receive, and the Exchange Agent shall promptly pay to the holders out of the Payment Fund, the Merger Consideration multiplied by the number of OPTA EKCO Shares represented by such Certificate or the amount of the payment for such Option Agreement such holder is entitled to receive pursuant to Section 2.5(e) or (f) immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax laws. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of a Certificate or Option Agreement for the benefit of the holder thereof. In the event any Certificate shall have been lost or destroyed, the Exchange Agent, subject to such other conditions as the Surviving Corporation may reasonably impose (including the posting of an indemnity bond or other surety in favor of the Surviving Corporation with respect to the Certificate alleged to be lost or destroyed), shall be authorized to accept an affidavit from the record holder of such Certificate in a form reasonably satisfactory to the Surviving Corporation, and upon surrender to the Exchange Agent Corporation of each such affidavitCertificate formerly representing EKCO Shares, together with a such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, the Exchange Agent shall promptly pay to the record holder of such Certificate out of the Payment Fund the Merger Agreement and Plan of Merger 10 Execution Copy 15 Consideration multiplied by the number of OPTA EKCO Shares represented by such Certificates immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax laws.

Letter of Transmittal; Procedure for Exchange. ACQUIROR Acquiror agrees that, as soon as reasonably practicable after the Effective Time and in no event later than five (5) business days thereafterTime, the Surviving Corporation shall cause the distribution Exchange Agent to mail to holders of record of OPTA Cxxxx Shares (as of the Effective Time) of a form of letter of transmittal and other appropriate materials and instructions for use in effecting the surrender of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding OPTA Cxxxx Shares (each, a "“Certificate"”) for payment of the Merger Consideration therefor. Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive, and the Exchange Agent shall promptly pay to the holders such holder out of the Payment Fund, the Merger Consideration multiplied by the number of OPTA Cxxxx Shares represented by such Certificate immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax lawsLaws, and the Certificate so surrendered shall forthwith be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of a Certificate for the benefit of the holder thereof. In the event any Certificate shall have been lost or destroyed, the Exchange Agent, subject to such other conditions as the Surviving Corporation may reasonably impose (including the posting of an indemnity bond or other surety in favor of the Surviving Corporation with respect to the Certificate alleged to be lost or destroyed), shall be authorized to accept an affidavit from the record holder of such Certificate in a form reasonably satisfactory to the Surviving Corporation, and upon surrender to the Exchange Agent of such affidavit, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, the Exchange Agent shall promptly pay to the record holder of such Certificate out of the Payment Fund the Merger Consideration multiplied by the number of OPTA Cxxxx Shares represented by such Certificates immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax lawsLaws.

Letter of Transmittal; Procedure for Exchange. ACQUIROR Acquiror agrees that, as soon as reasonably practicable after the Effective Time and in no event later than five (5) business days thereafterTime, the Surviving Corporation shall cause the distribution Exchange Agent to mail to holders of record of OPTA Xxxxx Shares (as of the Effective Time) of a form of letter of transmittal and other appropriate materials and instructions for use in effecting the surrender of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding OPTA Xxxxx Shares (each, a "“Certificate"”) for payment of the Merger Consideration therefor. Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive, and the Exchange Agent shall promptly pay to the holders such holder out of the Payment Fund, the Merger Consideration multiplied by the number of OPTA Xxxxx Shares represented by such Certificate immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax lawsLaws, and the Certificate so surrendered shall forthwith be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of a Certificate for the benefit of the holder thereof. In the event any Certificate shall have been lost or destroyed, the Exchange Agent, subject to such other conditions as the Surviving Corporation may reasonably impose (including the posting of an indemnity bond or other surety in favor of the Surviving Corporation with respect to the Certificate alleged to be lost or destroyed), shall be authorized to accept an affidavit from the record holder of such Certificate in a form reasonably satisfactory to the Surviving Corporation, and upon surrender to the Exchange Agent of such affidavit, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, the Exchange Agent shall promptly pay to the record holder of such Certificate out of the Payment Fund the Merger Consideration multiplied by the number of OPTA Xxxxx Shares represented by such Certificates immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax lawsLaws.

Letter of Transmittal; Procedure for Exchange. ACQUIROR agrees that, as soon as practicable after the Effective Time and in no event later than five (5) business days thereafter, the Surviving Corporation shall cause the distribution to holders of record of OPTA Shares (as of the Effective Time) of a form of letter of transmittal and other appropriate materials and instructions for use in effecting the surrender of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding OPTA Shares (each, a "“Certificate"”) for payment of the Merger Consideration therefor. Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive, and the Exchange Agent shall promptly pay to the holders out of the Payment Fund, the Merger Consideration multiplied by the number of OPTA Shares represented by such Certificate immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax laws. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of a Certificate for the benefit of the holder thereof. In the event any Certificate shall have been lost or destroyed, the Exchange Agent, subject to such other conditions as the Surviving Corporation may reasonably impose (including the posting of an indemnity bond or other surety in favor of the Surviving Corporation with respect to the Certificate alleged to be lost or destroyed), shall be authorized to accept an affidavit from the record holder of such Certificate in a form reasonably satisfactory to the Surviving Corporation, and upon surrender to the Exchange Agent of such affidavit, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, the Exchange Agent shall promptly pay to the record holder of such Certificate out of the Payment Fund the Merger Consideration multiplied by the number of OPTA Shares represented by such Certificates immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax laws.

Letter of Transmittal; Procedure for Exchange. ACQUIROR agrees that, as soon as practicable after the Effective Time and in no event later than five (5) business days thereafter, the Surviving Corporation shall cause the distribution to holders of record of OPTA EKCO Shares (as of the Effective Time) of a form of letter of transmittal and other appropriate materials and instructions for use in effecting the surrender of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding OPTA EKCO Shares (each, a "Certificate") and to each holder of an agreement evidencing an EKCO Option (including an Option Election in the form of Annex B attached hereto) or an EKCO Warrant (an "Option Agreement") for payment of the Merger Consideration therefor. Upon surrender to the Exchange Agent of a CertificateCertificate or an Option Agreement, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate or Option Agreement shall be entitled to receive, and the Exchange Agent shall promptly pay to the holders out of the Payment Fund, the Merger Consideration multiplied by the number of OPTA EKCO Shares represented by such Certificate or the amount of the payment for such Option Agreement such holder is entitled to receive pursuant to Section 2.5(e) or (f) immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax laws. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of a Certificate or Option Agreement for the benefit of the holder thereof. In the event any Certificate shall have been lost or destroyed, the Exchange Agent, subject to such other conditions as the Surviving Corporation may reasonably impose (including the posting of an indemnity bond or other surety in favor of the Surviving Corporation with respect to the Certificate alleged to be lost or destroyed), shall be authorized to accept an affidavit from the record holder of such Certificate in a form reasonably satisfactory to the Surviving Corporation, and upon surrender to the Exchange Agent Corporation of each such affidavitCertificate formerly representing EKCO Shares, together with a such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, the Exchange Agent shall promptly pay to the record holder of such Certificate out of the Payment Fund the Merger Consideration multiplied by the number of OPTA EKCO Shares represented by such Certificates immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax laws.

Letter of Transmittal; Procedure for Exchange. ACQUIROR Acquiror agrees that, as soon as reasonably practicable after the Effective Time and in no event later than five (5) business days thereafterTime, the Surviving Corporation shall cause the distribution Exchange Agent to mail to holders of record of OPTA Xxxxx Shares (as of the Effective Time) of a form of letter of transmittal and other appropriate materials and instructions for use in effecting the surrender of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding OPTA Xxxxx Shares (each, a "“Certificate"”) for payment of the Merger Consideration therefor. Upon Agreement and Plan of Merger surrender to the Exchange Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive, and the Exchange Agent shall promptly pay to the holders such holder out of the Payment Fund, the Merger Consideration multiplied by the number of OPTA Xxxxx Shares represented by such Certificate immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax lawsLaws, and the Certificate so surrendered shall forthwith be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of a Certificate for the benefit of the holder thereof. In the event any Certificate shall have been lost or destroyed, the Exchange Agent, subject to such other conditions as the Surviving Corporation may reasonably impose (including the posting of an indemnity bond or other surety in favor of the Surviving Corporation with respect to the Certificate alleged to be lost or destroyed), shall be authorized to accept an affidavit from the record holder of such Certificate in a form reasonably satisfactory to the Surviving Corporation, and upon surrender to the Exchange Agent of such affidavit, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, the Exchange Agent shall promptly pay to the record holder of such Certificate out of the Payment Fund the Merger Consideration multiplied by the number of OPTA Xxxxx Shares represented by such Certificates immediately prior to the Effective Time, less any amounts required to be held pursuant to applicable tax lawsLaws.