Common use of Letters of Transmittal Clause in Contracts

Letters of Transmittal. A reasonable amount of time prior to the Merger Effective Time, Parent shall provide to each Existing Company Shareholder a letter of transmittal (“Letter of Transmittal”) which shall contain additional representations, warranties and covenants of such shareholder as to the following matters: (a) such shareholder has full right, power and authority to deliver such Company Shares and Letter of Transmittal; (b) the delivery of such Company 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 shareholder is bound or affected; (c) such shareholder has good, valid and marketable title to all Company Shares indicated in such Letter of Transmittal and that such shareholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Shares; (d) such 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 shareholder has had an opportunity to ask and receive answers to any questions such shareholder may have had concerning the terms and conditions of the Merger and Parent Common Stock and has obtained any additional information that such shareholder has requested; and (f) such shareholder acknowledges that the stock certificates evidencing the shares of Parent Common Stock to be issued to such shareholder shall bear a restrictive legend customarily used in connection with restricted securities within the meaning of Rule 144 under the Securities Act. The Merger Shares shall be issued to such shareholder, only upon delivery to Parent (or an agent of Parent) of (x) certificates acceptable to Parent and its transfer agent evidencing ownership thereof as contemplated by Section 2.6(a) (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 5.7.

Letters of Transmittal. A reasonable amount The Company shall, no later than five (5) Business Days after the date of time prior to the Merger Effective Timethis Agreement, Parent shall provide deliver to each Existing Company Shareholder Seller a letter of transmittal in customary form to each Seller, as prepared by the Company and reasonably acceptable to Parent, which letter of transmittal shall, among other things, (A) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, (B) contain instructions for use in effecting the surrender of the Certificates (or duly executed affidavit of loss in lieu thereof) in exchange for the Merger Consideration, (C) require such Seller (other than the ESOP and the Person identified on Section 1.1(g)(ii) of the Company Disclosure Schedule (the “Specified Person”) to complete and deliver to Parent an accredited investor questionnaire in customary form, (D) require such Seller (other than the ESOP and the Specified Person) to consent to the identification by Parent of such Seller as a selling stockholder in the Registration Statement and to provide customary information and representations in connection therewith, (E) require such Seller (other than the ESOP) to waive any rights such Seller may have to demand appraisal of such Shares pursuant to Chapter 13 of the CGCL and require the ESOP to acknowledge that it has voted at the meeting of the shareholders of the Company contemplated by the Seller Notice and not exercised any rights it may have to demand and properly demand appraisal of such Shares pursuant to Chapter 13 of the CGCL, (F) require such Seller to waive certain claims against (I) the Acquired Companies (but not, for the avoidance of doubt, any claims for indemnification in connection with any D&O Indemnified Claims) and (II) the ESOP Trustee (provided that the ESOP shall not be required to waive any claims pursuant to the engagement letter by and between the Company and the ESOP Trustee (or any other related Contract) or the waiver of which would be in conflict with applicable Law (including the ESOP Trustee’s fiduciary duties), (G) require such Seller to authorize and appoint Sellers’ Representative for the purposes set forth in this Agreement, and (H) require such Seller to deliver an IRS Form W-9 (the “Letter of Transmittal”) which ). The Company shall contain additional representations, warranties and covenants of such shareholder as use reasonable best efforts to the following matters: (a) such shareholder has full right, power and authority cause each Seller to deliver such Company Shares a fully completed and Letter of Transmittal; (b) the delivery of such Company 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 shareholder is bound or affected; (c) such shareholder has good, valid and marketable title to all Company Shares indicated in such executed Letter of Transmittal and any applicable Tax forms that Parent or the Exchange Agent may reasonably require in connection therewith as soon as reasonably practicable following the date hereof but, in any event, at least seven (7) days prior to the Closing Date (except with respect to the ESOP Trustee). Upon surrender of a Certificate (or duly executed affidavit of loss in lieu thereof) for cancellation to the Exchange Agent (if applicable), together with such shareholder 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, the holder of any Certificate or Book-Entry Share shall be entitled, from and after the Effective Time, to receive in exchange therefor the Merger Consideration into which the aggregate number of Shares previously represented by such Certificate or Book-Entry Share shall have been converted pursuant to Section 1.1(e)(i)(B), and the Certificate so surrendered shall forthwith be cancelled (if applicable). Subject to Section 1.1(h), in the event of a transfer of ownership of Shares that is not affected by any voting trust, agreement or arrangement affecting registered in the voting rights of such Shares; (d) such 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 transfer records of the Securities Act or the securities Laws of any stateCompany, subject to any limitations imposed by the Israeli Tax Ruling; (e) such shareholder has had an opportunity to ask payment may be made and receive answers to any questions such shareholder may have had concerning the terms and conditions of the Merger and Parent Common Stock and has obtained any additional information that such shareholder has requested; and (f) such shareholder acknowledges that the stock certificates evidencing the shares of Parent Common Stock to may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if and only if such shareholder shall bear a restrictive legend customarily used in connection with restricted securities within the meaning of Rule 144 under the Securities Act. The Merger Shares Certificate shall be issued to properly endorsed or otherwise be in proper form for transfer and the Person requesting such shareholder, only upon delivery payment shall pay to Parent (or an any agent designated thereby any transfer or other Taxes required by reason of Parent) the payment to a Person other than the registered holder of (x) certificates acceptable such Certificate or establish to the satisfaction of Parent and its transfer agent evidencing ownership thereof as contemplated by Section 2.6(a) (that such Tax has been paid 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 5.7is not applicable.

Letters of Transmittal. A reasonable amount of time prior to the Merger Effective Time, Parent shall provide to each Existing Company Shareholder a letter of transmittal (“Letter of Transmittal”) which shall contain additional representations, warranties and covenants of such shareholder as to the following matters: (a) such shareholder has full right, power and authority to deliver such Company Shares and Letter of Transmittal; (b) the delivery of such Company 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 shareholder is bound or affected; (c) such shareholder has good, valid and marketable title to all Company Shares indicated in such Letter of Transmittal and that such shareholder stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Shares; (d) such 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 shareholder has had an opportunity to ask and receive answers to any questions such shareholder stockholder may have had concerning the terms and conditions of the Merger and Parent Common Stock and has obtained any additional information that such shareholder stockholder has requested; and (f) such shareholder acknowledges that the stock certificates evidencing the shares of Parent Common Stock to be issued to such 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. The Merger Shares shall be issued to such shareholder, only upon delivery to Parent (or an agent of Parent) of (x) certificates acceptable to Parent and its transfer agent evidencing ownership thereof as contemplated by Section 2.6(a) (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 5.7.

Letters of Transmittal. A reasonable amount of time prior to the Merger Effective Time, Parent shall provide to each Existing Company Shareholder a letter of transmittal (“Letter of Transmittal”) which shall contain additional representations, warranties and covenants of such shareholder as to the following matters: (a) such shareholder has full right, power and authority to deliver such Company Shares and Letter of Transmittal; (b) the delivery of such Company 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 shareholder is bound or affected; (c) such shareholder has good, valid and marketable title to all Company Shares indicated in such Letter of Transmittal and that such shareholder stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Shares; (d) such 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 shareholder has had an opportunity to ask and receive answers to any questions such shareholder stockholder may have had concerning the terms and conditions of the Merger and Parent Common Stock and has obtained any additional information that such shareholder stockholder has requested; and (f) such shareholder acknowledges that the stock certificates evidencing the shares of Parent Common Stock to be issued to on the name of such shareholder and delivered to 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. The Subject to Section 2.9, the Merger Shares shall be issued delivered to such shareholdershareholder by the Paying Agent, only upon delivery to Parent (or an agent of Parent) of (x) the certificates acceptable to Parent and its transfer agent evidencing ownership thereof as contemplated by other documentations specified in Section 2.6(a) (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 5.72.6.

Letters of Transmittal. A reasonable amount of time prior to Promptly before the Merger Effective Time, Parent shall provide to each Existing Company Shareholder Stockholder a letter of transmittal (“Letter of Transmittal”) which shall contain additional representations, warranties and covenants of such shareholder stockholder as to the following matters: (a) such shareholder stockholder has full right, power and authority to deliver such Company Shares Capital Stock and Letter of Transmittal; , (b) the delivery of such Company Shares 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 shareholder stockholder is bound or affected; , (c) such shareholder stockholder has good, valid and marketable title to all shares of Company Shares Capital Stock indicated in such Letter of Transmittal and that such shareholder stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Shares; Company Capital Stock, (d) such shareholder stockholder 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 shareholder stockholder has had an opportunity to ask and receive answers to any questions such shareholder 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 shareholder stockholder has requested; requested and (f) such shareholder stockholder acknowledges that the stock certificates evidencing the shares of Parent Common Stock to be issued to such shareholder stockholder shall bear a restrictive legend customarily used in connection with restricted securities within the meaning of Rule 144 under the Securities Act. The Merger Shares Delivery shall be issued effected, and risk of loss and title to such shareholderthe 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 2.6(a1.6(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 5.74.10.