Common use of Letters of Transmittal Clause in Contracts

Letters of Transmittal. Promptly before the Merger Effective Time, Parent shall provide to each Existing Company Stockholder a letter of transmittal (“Letter of Transmittal”) which shall contain additional representations, warranties and covenants of such stockholder as to the following matters: (a) such stockholder has full right, power and authority to deliver such Company Capital Stock and Letter of Transmittal, (b) the delivery of such Company Capital Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such stockholder is bound or affected, (c) such stockholder has good, valid and marketable title to all shares of Company Capital Stock indicated in such Letter of Transmittal and that such stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Capital Stock, (d) such stockholder is acquiring Parent Common Stock for investment purposes and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities Laws of any state, (e) such stockholder has had an opportunity to ask and receive answers to any questions such stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such stockholder has requested and (f) such stockholder acknowledges that the stock certificates evidencing the shares of Parent Common Stock to be issued to such stockholder shall bear a restrictive legend customarily used in connection with restricted securities within the meaning of Rule 144 under the Securities Act. Delivery shall be effected, and risk of loss and title to the Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates acceptable to Parent and its transfer agent evidencing ownership thereof as contemplated by Section 1.6(a) hereof (or affidavit of lost certificate acceptable to Parent and its transfer agent), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Section 4.10.

Letters of Transmittal. Promptly before following the Merger Effective Time, Parent the Payment Agent shall provide deliver: (i) To each Person who is a record holder of Outstanding Capital Stock immediately prior to each Existing Company Stockholder the Effective Time: (A) a letter of transmittal in substantially the form attached hereto as Exhibit H (a “Letter of Transmittal”) which shall contain additional representations), warranties and covenants of such stockholder as to the following matters: (a) such stockholder has full right, power and authority to deliver such Company Capital Stock and Letter of Transmittal, (b) the including a provision confirming that delivery of such Company Capital Stock will not violate or be Certificates (as defined in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such stockholder is bound or affected, (cSection 1.11(d)) such stockholder has good, valid and marketable title to all shares of Company Capital Stock indicated in such Letter of Transmittal and that such stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Capital Stock, (d) such stockholder is acquiring Parent Common Stock for investment purposes and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities Laws of any state, (e) such stockholder has had an opportunity to ask and receive answers to any questions such stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such stockholder has requested and (f) such stockholder acknowledges that the stock certificates evidencing the shares of Parent Common Stock to be issued to such stockholder shall bear a restrictive legend customarily used in connection with restricted securities within the meaning of Rule 144 under the Securities Act. Delivery shall be effected, and risk of loss and title to the Parent Common Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Parent Payment Agent, a general release and a provision whereby such holder agrees to be bound by the provisions of Sections 1.5, 1.11, 11.1 and the other applicable provisions of this Agreement); and (or an agent B) instructions for use in effecting the exchange of Outstanding Capital Stock for the Parent) Merger Consideration payable with respect to such Outstanding Capital Stock. Upon the surrender to the Payment Agent of a duly executed Letter of Transmittal, Joinder Agreement, Lock-Up Agreement (x) certificates acceptable to Parent and its transfer agent evidencing ownership thereof as contemplated by Section 1.6(a) hereof (or affidavit of lost certificate acceptable to Parent and its transfer agentif applicable), Investor Questionnaires and such other documents as Parent or the Payment Agent may reasonably request, such record holder shall, subject to Section 1.11(h), if applicable, be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to Section 1.5 at the times specified in Section 1.5, and such Outstanding Capital Stock so surrendered shall forthwith be cancelled. From and after the Effective Time, any book-entry or physical 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 thereof shall cease to have any rights with respect to the shares of Company Capital Stock formerly represented thereby. (yii) To each Person who is a holder of Outstanding Options immediately prior to the Effective Time with respect to which the Company has no Tax withholding obligations (“Non-Employee Options”), a letter of transmittal in substantially the form attached hereto as Exhibit I (a “NSO Letter of Transmittal containing Transmittal”). Upon the representationssurrender to the Payment Agent of a duly executed NSO Letter of Transmittal, warranties Joinder Agreement, Lock-Up Agreement (if applicable), Investor Questionnaire and covenants contemplated by this such other documents as Parent or the Payment Agent may reasonably request, the holder of such Non-Employee Option shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to Section 4.101.8 at the times specified in Section 1.8, as applicable, following the time of such delivery; and (iii) to each Person who is a holder of an Outstanding Company Warrant immediately prior to the Effective Time as set forth on the Merger Consideration Certificate a letter of transmittal substantially in the form attached hereto as Exhibit J (a “Warrant Letter of Transmittal”). Upon the surrender to the Payment Agent of a duly executed Warrant Letter of Transmittal, Joinder Agreement, Lock-Up Agreement, Investor Questionnaire and such other documents as Parent or the Payment Agent may reasonably request, the holder of such Outstanding Company Warrant shall, subject to Section 1.11(h), if applicable, be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to Section 1.9 at the times specified in Section 1.9, as applicable, following the time of such delivery.

Letters of Transmittal. Promptly before A reasonable amount of time prior to the Merger Effective Time, Parent shall provide to each Existing Company Stockholder Shareholder a letter of transmittal (“Letter of Transmittal”) which shall contain additional representations, warranties and covenants of such stockholder shareholder as to the following matters: (a) such stockholder shareholder has full right, power and authority to deliver such Company Capital Stock Shares and Letter of Transmittal, ; (b) the delivery of such Company Capital Stock Shares will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such stockholder shareholder is bound or affected, ; (c) such stockholder shareholder has good, valid and marketable title to all shares of Company Capital Stock Shares indicated in such Letter of Transmittal and that such stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Capital Stock, Shares; (d) such stockholder shareholder is acquiring the Parent Common Stock for investment purposes and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities Laws of any state, subject to any limitations imposed by the Israeli Tax Ruling; (e) such stockholder shareholder has had an opportunity to ask and receive answers to any questions such stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such stockholder has requested requested; and (f) such stockholder shareholder acknowledges that the stock certificates evidencing the shares of Parent Common Stock to be issued to such stockholder shareholder shall bear a restrictive legend customarily used in connection with restricted securities within the meaning of Rule 144 under the Securities ActAct subject to and until the registration thereof as set forth below. Delivery The Merger Shares shall be effected, and risk of loss and title issued to the Parent Common Stock shall passsuch shareholder, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates acceptable to Parent and its transfer agent evidencing ownership thereof as contemplated by Section 1.6(a2.6(a) hereof (or affidavit of lost certificate acceptable to Parent and its transfer agent), ) and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Section 4.105.7.

Letters of Transmittal. Promptly before A reasonable amount of time prior to the Merger Effective Time, Parent shall provide to each Existing Company Stockholder Shareholder a letter of transmittal (“Letter of Transmittal”) which shall contain additional representations, warranties and covenants of such stockholder shareholder as to the following matters: (a) such stockholder shareholder has full right, power and authority to deliver such Company Capital Stock Shares and Letter of Transmittal, ; (b) the delivery of such Company Capital Stock Shares will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such stockholder shareholder is bound or affected, ; (c) such stockholder shareholder has good, valid and marketable title to all shares of Company Capital Stock Shares indicated in such Letter of Transmittal and that such stockholder shareholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Capital Stock, Shares; (d) such stockholder shareholder is acquiring the Parent Common Stock for investment purposes and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities Laws of any state, subject to any limitations imposed by the Israeli Tax Ruling; (e) such stockholder shareholder has had an opportunity to ask and receive answers to any questions such stockholder shareholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such stockholder shareholder has requested requested; and (f) such stockholder shareholder acknowledges that the stock certificates evidencing the shares of Parent Common Stock to be issued to such stockholder shareholder shall bear a restrictive legend customarily used in connection with restricted securities within the meaning of Rule 144 under the Securities Act. Delivery The Merger Shares shall be effected, and risk of loss and title issued to the Parent Common Stock shall passsuch shareholder, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates acceptable to Parent and its transfer agent evidencing ownership thereof as contemplated by Section 1.6(a2.6(a) hereof (or affidavit of lost certificate acceptable to Parent and its transfer agent), ) and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Section 4.105.7.

Letters of Transmittal. Promptly before A reasonable amount of time prior to the Merger Effective Time, Parent shall provide to each Existing Company Stockholder Shareholder a letter of transmittal (“Letter of Transmittal”) which shall contain additional representations, warranties and covenants of such stockholder shareholder as to the following matters: (a) such stockholder shareholder has full right, power and authority to deliver such Company Capital Stock Shares and Letter of Transmittal, ; (b) the delivery of such Company Capital Stock Shares will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such stockholder shareholder is bound or affected, ; (c) such stockholder shareholder has good, valid and marketable title to all shares of Company Capital Stock Shares indicated in such Letter of Transmittal and that such stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Capital Stock, Shares; (d) such stockholder shareholder is acquiring the Parent Common Stock for investment purposes and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities Laws of any state, subject to any limitations imposed by the Israeli Tax Ruling; (e) such stockholder shareholder has had an opportunity to ask and receive answers to any questions such stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such stockholder has requested and requested; (f) such stockholder shareholder acknowledges that the stock certificates evidencing the shares of Parent Common Stock to be issued on the name of such shareholder and delivered to such stockholder the Paying Agent shall bear a restrictive legend customarily used in connection with restricted securities within the meaning of Rule 144 under the Securities ActAct subject to and until the registration thereof as set forth below and such shareholder agrees to be bound by the terms of Section 8 hereunder and to execute and Lock Up Agreement if so required hereunder; and (g) such shareholder shall waive the right it may have had to make any claim in respect of the allocation of the Merger Shares made by Parent to or for the benefit of any Company Shareholder to the extent that transfer are made pro rata in a manner consistent with the Shareholders Schedule. Delivery Subject to Section 2.9, the Merger Shares shall be effected, and risk of loss and title delivered to such shareholder by the Parent Common Stock shall passPaying Agent, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates acceptable to Parent and its transfer agent evidencing ownership thereof as contemplated by other documentations specified in Section 1.6(a) hereof (or affidavit of lost certificate acceptable to Parent and its transfer agent), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Section 4.102.6.

Letters of Transmittal. Promptly before following the Merger First Effective Time, Parent the Payment Agent shall provide deliver: (i) To each Person who is a record holder of Outstanding Capital Stock immediately prior to each Existing Company Stockholder the Effective Time: (A) a letter of transmittal in substantially the form attached hereto as Exhibit L (a “Letter of Transmittal”) which shall contain additional representations), warranties and covenants of such stockholder as to the following matters: (a) such stockholder has full right, power and authority to deliver such Company Capital Stock and Letter of Transmittal, (b) the including a provision confirming that delivery of such Company Capital Stock will not violate or be Certificates (as defined in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such stockholder is bound or affected, (cSection 1.12(d)) such stockholder has good, valid and marketable title to all shares of Company Capital Stock indicated in such Letter of Transmittal and that such stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Capital Stock, (d) such stockholder is acquiring Parent Common Stock for investment purposes and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities Laws of any state, (e) such stockholder has had an opportunity to ask and receive answers to any questions such stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such stockholder has requested and (f) such stockholder acknowledges that the stock certificates evidencing the shares of Parent Common Stock to be issued to such stockholder shall bear a restrictive legend customarily used in connection with restricted securities within the meaning of Rule 144 under the Securities Act. Delivery shall be effected, and risk of loss and title to the Parent Common Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Parent Payment Agent, a general release and a provision whereby such holder agrees to be bound by the provisions of Sections 1.5, 1.12, 11.1 and the other applicable provisions of this Agreement); and (or an agent B) instructions for use in effecting the exchange of Outstanding Capital Stock for the Parent) Merger Consideration payable with respect to such Outstanding Capital Stock. Upon the surrender to the Payment Agent of a duly executed Letter of Transmittal, Joinder Agreement, Lock-Up Agreement (x) certificates acceptable to Parent and its transfer agent evidencing ownership thereof as contemplated by Section 1.6(a) hereof (or affidavit of lost certificate acceptable to Parent and its transfer agentif applicable), Investor Questionnaires and such other documents as Parent or the Payment Agent may reasonably request, such record holder shall, subject to Section 1.12(g), if applicable, be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to Section 1.5 at the times specified in Section 1.5, and Outstanding Capital Stock so surrendered shall forthwith be cancelled. From and after the Effective Time, any book-entry or physical 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 thereof shall cease to have any rights with respect to the shares of Company Capital Stock formerly represented thereby; and (yii) to each Person who is a holder of an Outstanding Company Warrant immediately prior to the First Effective Time as set forth on the Merger Consideration Certificate a letter of transmittal substantially in the form attached hereto as Exhibit M (a “Warrant Letter of Transmittal containing Transmittal”). Upon the representationssurrender to the Payment Agent of a duly executed Warrant Letter of Transmittal, warranties Joinder Agreement, Lock-Up Agreement, Investor Questionnaire and covenants contemplated by this such other documents as Parent or the Payment Agent may reasonably request, the holder of such Outstanding Company Warrant shall, subject to Section 4.101.12(g), if applicable, be entitled to receive in exchange therefor cash and shares of Parent Common Stock in an amount equal to the Merger Consideration that such holder has the right to receive pursuant to Section 1.10, as applicable, following the time of such delivery.