Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including but not limited to the following:
A. Accept and respond to all telephone requests from stockholders for information relative to the exercise of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering); answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions to interested holders of Common Stock; and provide periodic reports as requested to the Corporation as to the status of the Rights Offering.
B. Date stamp each document relating to its duties hereunder when received;
C. Receive and examine all documents submitted to it in connection with the exercise of rights under the Rights Offering for proper execution in accordance with the terms thereof. If Common Stock applicable to a subscription is held by more than one record holder, the applicable Offering Documents must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted for each such position held by that or those joint holders (registrants).
D. Retain or return to any holders (as applicable) those Offering Documents evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiency; In any instance where the Agent cannot reconcile such deficiencies, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;
E. Accept Subscription Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such cap...
Notification and Processing. The Exchange Agent is hereby authorized and directed, and hereby agrees, to:
A. Provide file containing the name and address of each holder of record of $1-2/3 Par Value Common Stock. The file for holders in certain foreign jurisdictions, which the Company will designate for the Exchange Agent shall be segregated from the file for all other holders. The Exchange Agent shall deliver such files, upon the Company's demand, to such person or entity as the Company shall designate.
B. Accept and respond to all telephone requests for information relating to the exchange of shares pursuant to the Exchange Offer.
C. Receive and examine all certificates representing shares of $1-2/3 Par Value Common Stock (the "Tendered Shares") tendered for exchange and accompanying Letters of Transmittal for proper execution in accordance with the terms thereof. Such examination shall include determination that such certificates representing Tendered Shares are in proper form for transfer on the share registry books of the Company, verification that no stop order has been issued against the Tendered Shares by reason of mutilation, loss, theft, destruction or other invalidity and that the certificates representing (or other evidence of ownership of) Tendered Shares otherwise comply with the Instructions to the Letter of Transmittal. In the event that any Letter of Transmittal has been improperly completed or executed, or the certificates representing (or other evidence of ownership of) the Tendered Shares are not in proper form for transfer (as required by the Instructions to the Letter of Transmittal), or if some other irregularity in connection with the exchange of such Tendered Shares exists, the Exchange Agent shall notify the stockholder of the deficiency in order to enable the stockholder to correct such irregularity. Determination of all questions as to the validity, form, eligibility (including timeliness of receipt) and acceptance of the Tendered Shares exchanged or tendered shall be determined by the Exchange Agent on behalf of the Company in the first instance, but final decisions on all such matters shall be made by the Company in its sole and absolute discretion. The Company reserves in the Exchange Offer the absolute right to reject any or all exchanges of any particular Tendered Shares not in the appropriate form or the acceptance of which would, in the opinion of the Company's counsel, be unlawful and to waive any of the conditions of the Exchange Offer or any defec...
Notification and Processing. The Exchange Agent is hereby authorized and directed, and hereby agrees to:
2.1 As soon as practicable after the Effective Time, mail by first class mail, postage prepaid, to each holder of record of Certificates as of the Effective Time, the following materials: (a) a copy of the Letter of Transmittal (in the form attached hereto as Exhibit C) including the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 relating to shares of Target Company’s capital stock having thereon the name and address of such record holder, (b) an envelope addressed to the Exchange Agent for use by such Stockholder in exchanging his or her Certificate(s) for shares of Purchaser Common Stock and cash and (c) the letter regarding the need to provide the Exchange Agent with forwarding information.
2.2 Accept and respond to all requests for information in connection with the Exchange.
2.3 Receive and examine all Certificates submitted for exchange and accompanying Letters of Transmittal for proper execution in accordance with the terms thereof. Such examination will include the determination that (a) such Certificates are in proper form for transfer on the share registry books of the Transfer Agent, (b) the total number of shares evidenced by the Certificates matches the number of shares of Target Company capital stock listed as being held by such Stockholder on the Final Merger Consideration Allocation Schedule and (c) no stop order has been issued against the shares represented by the surrendered Certificates by reason of loss, theft, destruction or other invalidity. If more than one person is the record holder of any such Certificate, the Letter of Transmittal must be signed by each record holder.
2.4 Retain or return to Stockholders (as applicable) those exchange documents evidencing some deficiency in execution and make reasonable attempts to inform such former Stockholders of the need to correct such deficiency.
2.5 Accept exchanges signed by persons acting in a fiduciary or representative capacity only if such capacity is shown on the Letter of Transmittal and proper evidence of their authority so to act has been submitted.
2.6 Accept exchanges from Stockholders alleging loss, theft or destruction of their Certificates upon receipt of an appropriate affidavit of loss, applicable processing fee and a corporate bond of indemnity, which will include indemnification of the Purchaser and the Exchange Agent, for the shares of the Target Company ca...
