Common use of Letters of Transmittal Clause in Contracts

Letters of Transmittal. The Exchange Agent shall provide each Seller with a form of letter of transmittal in substantially the form attached as Exhibit A (a “Letter of Transmittal”) and instructions for effecting the cancelation of Shares (and surrender of Certificates). The Exchange Agent shall, no later than the Closing Date (or if a Letter of Transmittal has not been received by the Exchange Agent on or before the Closing Date, then three (3) Business Days after receipt of such Certificates, as the case may be, and such Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto), or after receipt of any Post-Closing Consideration (provided that the Exchange Agent shall have received such Certificates and such Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto), pay, when and as such amounts are received by the Exchange Agent and upon such other conditions as are set forth in this Agreement, the Exchange Agent Agreement or the Letter of Transmittal with respect to the Shares, to such Seller, such portion of the Closing Date Merger Consideration and any Post-Closing Consideration pursuant to Section 1.02(a) into which such Shares shall have been converted as a result of the Merger and any such Shares and Certificate shall forthwith be canceled. No interest shall be paid or shall accrue on any cash payable upon surrender of any Shares. Until so surrendered, each outstanding Certificate that prior to the Effective Time represented Shares (other than Dissenting Shares) shall be deemed from and after the Effective Time, for all purposes, to evidence only the right to receive a portion of the consideration as provided in Section 1.02(a). If after the Effective Time, any Certificate is presented to the Exchange Agent, it shall be canceled and exchanged as provided in this Section 1.06(a). For the avoidance of doubt and notwithstanding anything herein to the contrary, the holders of Dissenting Shares shall not be entitled to receive any portion of the Aggregate Consideration in respect of such Dissenting Shares. Without the Securityholder Representative’s prior written consent, Purchaser shall not permit any amendment or modification to the form of Letter of Transmittal attached as Exhibit A by any Seller in a manner that would be materially adverse to any other Seller.

Letters of Transmittal. The Exchange Agent (a) Promptly following the date hereof, the Company shall provide deliver to each Seller with Stockholder a Letter of Transmittal in the form of letter Exhibit C hereto, with such changes as mutually negotiated by the Parties in good faith to reflect the addition of transmittal a customary release provision and a customary indemnity provision with respect to the representations, warranties and covenants contained in substantially the form attached as Exhibit A such Letter of Transmittal (a “Letter of Transmittal”) and instructions for effecting the cancelation of Shares (and surrender of Certificates). The Exchange Promptly following the receipt by the Paying Agent shallof the Closing Payment contemplated by Section 1.9(e), no later than the Paying Agent shall deliver to each Stockholder who delivered to the Representative and Parent a duly completed and executed Letter of Transmittal and Surrendered Certificates(s) at least two (2) Business Days prior to the Closing Date (or if the Series A Preferred Amount and a portion of the Estimated Merger Consideration allocated to each such Stockholder in accordance with the Pre-Closing Statement and to the bank account designated in such Stockholder’s Letter of Transmittal. Following the Closing, but subject to Section 1.13(c), upon delivery by a Stockholder that did not receive such 18204139.13 227114-1002218204139.10 PG-170-2 portion of the Closing Payment contemplated by Section 1.9(e) at the Closing pursuant to the immediately preceding sentence to the Representative and Parent of a duly completed and executed Letter of Transmittal has not been received by and Surrendered Certificate(s), the Exchange Paying Agent on or before the Closing Date, then three shall pay to such Stockholder within five (35) Business Days after receipt such delivery, (x) the amounts to which such Stockholder is entitled to pursuant to the immediately preceding sentence and (y) if the Final Closing Date Merger Consideration has been finally determined as of such Certificatestime, as the case may beamounts to which such Stockholder is entitled to pursuant to Section 1.11(a), and in each case, by wire transfer of immediately available funds to the account designated by such Stockholder in such Stockholder’s Letter of Transmittal duly completed and validly executed Transmittal. No interest or dividends will be paid or accrued on the consideration payable to any Stockholder hereunder. Until surrendered in accordance with the instructions thereto), or after receipt provisions of any Post-Closing Consideration (provided that the Exchange Agent shall have received such Certificates and such Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto), pay, when and as such amounts are received by the Exchange Agent and upon such other conditions as are set forth in this AgreementSection 1.13, the Exchange Agent Agreement or the Letter of Transmittal with respect to the Shares, to such Seller, such portion of the Closing Date Merger Consideration and any Post-Closing Consideration pursuant to Section 1.02(a) into which such Shares shall have been converted as a result of the Merger and any such Shares and Certificate shall forthwith be canceled. No interest shall be paid or shall accrue on any cash payable upon surrender of any Shares. Until so surrendered, each outstanding Certificate that prior to the Effective Time represented Shares (other than Dissenting Shares) shall be deemed from and after the Effective Timerepresent, for all purposes, to evidence only the right to receive a an amount in cash equal to the applicable portion of the consideration as provided in Section 1.02(a). If after the Effective Time, any Certificate is presented to the Exchange Agent, it shall be canceled and exchanged as provided in this Section 1.06(a). For the avoidance of doubt and notwithstanding anything herein to the contrary, the holders of Dissenting Shares shall not be entitled to receive any portion of the Aggregate Merger Consideration payable in respect of such Dissenting Shares. Without the Securityholder Representative’s prior written consent, Purchaser shall not permit any amendment or modification thereto pursuant to the form of Letter of Transmittal attached as Exhibit A by any Seller in a manner that would be materially adverse to any other Sellerthis Agreement.

Letters of Transmittal. The Exchange Agent (a) Promptly following the date hereof, the Company shall provide deliver to each Seller with a Letter of Transmittal in a form of letter of transmittal in substantially mutually agreed to by Parent and the form attached as Exhibit A Company (a “Letter of Transmittal”) and instructions for effecting the cancelation of Shares (and surrender of Certificates). The Exchange Promptly following the receipt by the Paying Agent shallof the Estimated Closing Consideration, no later than the Paying Agent shall deliver to each Seller who delivered to Parent a duly completed and executed Letter of Transmittal and Surrendered Certificates(s) at least two (2) Business Days prior to the Closing Date (or if the portion of the Estimated Closing Consideration allocated to each such Seller in accordance with the Pre-Closing Statement and to the bank account designated in such Seller’s Letter of Transmittal. Following the Closing, but subject to Section 1.13(c), upon delivery by a Seller that did not receive such portion of the Estimated Closing Consideration promptly following the Closing pursuant to the immediately preceding sentence to Parent of a duly completed and executed Letter of Transmittal has not been received by and Surrendered Certificate(s), the Exchange Paying Agent on or before the Closing Date, then three shall pay to such Seller within five (35) Business Days after receipt of such Certificatesdelivery, as (x) the case may be, and amounts to which such Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto), or after receipt of any Post-Closing Consideration (provided that the Exchange Agent shall have received such Certificates and such Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto), pay, when and as such amounts are received by the Exchange Agent and upon such other conditions as are set forth in this Agreement, the Exchange Agent Agreement or the Letter of Transmittal with respect Seller is entitled to pursuant to the Shares, to such Seller, such portion of immediately preceding sentence and (y) if the Final Closing Date Merger Consideration and any Post-Closing Consideration has been finally determined as of such time, the amounts to which such Seller is entitled to pursuant to Section 1.02(a) into which 1.10(e), in each case, by wire transfer of immediately available funds to the account designated by such Shares shall have been converted as a result Seller in such Seller’s Letter of the Merger and any such Shares and Certificate shall forthwith be canceledTransmittal. No interest shall or dividends will be paid or shall accrue accrued on the consideration payable to any cash payable upon surrender Seller hereunder. At the Effective Time, all Common Stock will cease to exist and each share of Common Stock outstanding immediately prior to the Effective Time (including any Shares. Until so surrendered, each outstanding Stock Certificate that prior to the Effective Time represented Shares (other than Dissenting Sharessuch shares of Common Stock) shall be deemed from and after the Effective Time, for all purposes, to evidence only the right to receive a the applicable portion of the consideration Merger Consideration as provided in Section 1.02(a)1.6(b) and of the Other Seller Payments as provided in Section 1.11. If after the Effective Time, any Stock Certificate is presented to the Exchange Paying Agent, it shall be canceled and exchanged as provided in this Section 1.06(a1.13(a). For the avoidance of doubt and notwithstanding anything herein to the contrary, the holders of Dissenting Shares shall not be entitled to receive any portion of the Aggregate Consideration in respect of such Dissenting Shares. Without the Securityholder Representative’s prior written consent, Purchaser shall not permit any amendment or modification to the form of Letter of Transmittal attached as Exhibit A by any Seller in a manner that would be materially adverse to any other Seller.

Letters of Transmittal. The Exchange Agent shall provide each Seller with a form As of letter of transmittal or promptly following the Effective Time, and in substantially the form attached as Exhibit A (a “Letter of Transmittal”) and instructions for effecting the cancelation of Shares (and surrender of Certificates). The Exchange Agent shall, no later than the Closing Date (or if a Letter of Transmittal has not been received by the Exchange Agent on or before the Closing Date, then any event within three (3) Business Days after receipt the later of such Certificates(ii) the Effective Time, or (ii) the date on which the Company’s transfer agent has provided the Paying Agent with appropriate records and information reasonably requested, the Surviving Corporation shall cause the Paying Agent to mail to each Person who, as the case may be, and such Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto), or after receipt of any Post-Closing Consideration (provided that the Exchange Agent shall have received such Certificates and such Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto), pay, when and as such amounts are received by the Exchange Agent and upon such other conditions as are set forth in this Agreement, the Exchange Agent Agreement or the Letter of Transmittal with respect to the Shares, to such Seller, such portion of the Closing Date Effective Time, was the record holder of Shares whose Shares were converted into the Merger Consideration and any Post-Closing Consideration pursuant to Section 1.02(a1.06: (A) into a letter of transmittal in reasonable form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration. Following surrender to the Paying Agent of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares, together with such letter of transmittal duly executed, the holder of such Certificate or Book-Entry Shares shall have been converted as a result be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax) equal to the product of the number of Shares represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by the Merger Consideration, and any such Shares and Certificate shall forthwith be canceled. No interest shall will be paid or shall accrue accrued on any the cash payable upon the surrender of any the Certificates or Book-Entry Shares. Until If payment is to be made to a Person other than the Person in whose name the Certificate or Book-Entry Shares surrendered is or are registered, it shall be a condition of payment that the Certificate so surrenderedsurrendered shall be properly endorsed or otherwise in proper form for transfer (or, each outstanding in the case of Book-Entry Shares, that such documentation as may be reasonably requested by the Paying Agent is provided) and that the Person requesting such payment pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate that prior or Book-Entry Shares surrendered or establish to the Effective Time represented Shares (other than Dissenting Shares) shall be deemed from satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. From and after the Effective TimeTime and until surrendered in accordance with the provisions of this Section 2.02, each Certificate and Book-Entry Share shall represent for all purposes, to evidence only purposes solely the right to receive a portion of receive, in accordance with the consideration as provided in Section 1.02(a). If after the Effective Time, any Certificate is presented to the Exchange Agent, it shall be canceled and exchanged as provided in this Section 1.06(a). For the avoidance of doubt and notwithstanding anything herein to the contraryterms hereof, the holders of Dissenting Shares shall not be entitled to receive any portion of the Aggregate Merger Consideration in respect cash multiplied by the number of Shares evidenced by such Dissenting SharesCertificate or represented by such Book-Entry Share, without any interest thereon. Without The Paying Agent shall accept Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Securityholder Representative’s prior written consent, Purchaser shall not permit any amendment or modification Paying Agent may impose to the form of Letter of Transmittal attached as Exhibit A by any Seller effect an orderly exchange thereof in a manner that would be materially adverse to any other Selleraccordance with normal practices.