Common use of Parent to Make Certificates Available Clause in Contracts

Parent to Make Certificates Available. (a) Prior to the Effective Time, Parent shall appoint BNY Mellon (or such other commercial bank or trust company reasonably acceptable to the Company) to act as exchange agent for the payment of the Per Share Merger Consideration (the “Exchange Agent”). At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Certificates, for exchange in accordance with this Section 1.6 through the Exchange Agent, certificates representing the shares of Parent Common Stock to be issued as the Per Share Merger Consideration pursuant to Section 1.5(c) and cash, as required, to make payments in lieu of any fractional shares pursuant to Section 1.8 (such cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). The Exchange Agent shall deliver out of the Exchange Fund (i) the Per Share Merger Consideration contemplated to be issued and paid pursuant to Section 1.5(c) and (ii) the cash, as required, to make payments in lieu of any fractional shares pursuant to Section 1.8. (b) Parent shall instruct the Exchange Agent, as soon as reasonably practicable after the Effective Time, to mail to each record holder of a Certificate or Certificates a letter of transmittal (which shall (i) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent, (ii) contain instructions for use in effecting the surrender of such Certificates in exchange for certificates representing shares of Parent Common Stock and cash in lieu of fractional shares and (iii) be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may specify subject to the Company’s reasonable approval) (the “Transmittal Letter”)). Upon (x) in the case of shares of Company Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent, or (y) in the case of shares of Company Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the Transmittal Letter, duly executed in accordance with the instructions thereto, the holder of such shares shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of the Per Share Merger Consideration into which the shares have been converted at the Effective Time pursuant to Section 1.5(c), (ii) cash in lieu of any fractional share which the holder has a right to receive pursuant to Section 1.8 and (iii) certain dividends and other distributions in accordance with Section 1.7, and any Certificate so surrendered shall forthwith be canceled. If any portion of the Per Share Merger Consideration is to be paid or registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to such payment or registration that the surrendered Certificate be in proper form for transfer and that the Person requesting such delivery of the Per Share Merger Consideration pay any transfer or other similar Taxes required as a result of such payment or registration in the name of a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 1.6(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration (and any amounts to be paid pursuant to Sections 1.7 and 1.8) upon such surrender.

Parent to Make Certificates Available. (a) Prior to the Effective Time, Parent shall appoint BNY Mellon (select an Exchange Agent, which may be ChaseMellon, Parent's Transfer Agent, or such other commercial bank or trust company reasonably acceptable satisfactory to the Company) , to act as exchange agent Exchange Agent for the payment of the Per Share Merger Consideration (the “"Exchange Agent”"). At or prior to As of the Effective Time, Parent shall deposit or cause to be deposited with the Exchange Agent, for the benefit and each holder of the holders of CertificatesCompany Stock will be entitled to receive, for exchange in accordance with this Section 1.6 through upon surrender to the Exchange AgentAgent of one or more certificates ("Certificates") representing shares of Company Stock for cancellation, certificates representing the number of shares of Parent Common Stock to be issued as into which such shares are converted in the Per Share Merger Consideration pursuant to Section 1.5(c) and Parent shall deposit cash, from time to time as required, to make payments in lieu consideration of any fractional shares pursuant to as provided in Section 1.8 3.4 (such cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”"Share Consideration"). The Exchange Agent shall shall, pursuant to irrevocable instruction, deliver out of the Exchange Fund (i) the Per Share Merger Consideration contemplated to be issued and paid pursuant to Section 1.5(c) and 3.1. Except as contemplated by Section 3.2 (ii) the cashc), as required, to make payments in lieu of such Share Consideration shall not be used for any fractional shares pursuant to Section 1.8other purpose. (b) Parent shall instruct the Exchange Agent, As promptly as soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each record holder of a Certificate or Certificates (i) a letter of transmittal (which shall (i) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual proper delivery of the Certificates to the Exchange Agent, Agent and shall be in customary form) and (ii) contain instructions for use in effecting the surrender of such the Certificates in exchange for certificates representing shares of Parent Common Stock and cash in lieu of fractional shares and (iii) be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may specify subject to the Company’s reasonable approval) (the “Transmittal Letter”))Share Consideration. Upon (x) in the case of shares of Company Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange AgentAgent of a Certificate for cancellation, or (y) in the case of shares of Company Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the Transmittal Lettersuch letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such shares Certificate shall be entitled to receive in exchange therefor (i) a certificate representing evidencing that number of whole shares of Parent Common Stock which such holder has the Per Share Merger Consideration right to receive in respect of the Shares formerly evidenced by such Certificate (after taking into which the account all shares have been converted at the Effective Time pursuant to Section 1.5(cof Company Stock then held by such holder), (ii) cash in lieu of any fractional share shares of Parent Common Stock to which the such holder has a right to receive is entitled pursuant to Section 1.8 3.4 and (iii) certain any dividends and or other distributions in accordance with to which such holder is entitled pursuant to Section 1.7, 3.3 and any the Certificate so surrendered shall forthwith be canceledcancelled. If any portion In the event of the Per Share Merger Consideration a transfer of ownership of shares of Company Stock that is to be paid or not registered in the name transfer records of the Company, a Person certificate evidencing the proper number of shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.4 and any dividends or other than distributions to which such holder is entitled pursuant to Section 3.3 may be issued to a transferee if the Person in whose name Certificate evidencing such shares of Company Stock is presented to the applicable surrendered Certificate is registeredExchange Agent, it shall be a condition accompanied by all documents required to evidence and effect such payment or registration that the surrendered Certificate be in proper form for transfer and by evidence that the Person requesting such delivery of the Per Share Merger Consideration pay any applicable stock transfer or other similar Taxes required as a result of such payment or registration in the name of a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has taxes have been paid or is not payablepaid. Until surrendered as contemplated by this Section 1.6(b)3.3, each Certificate shall be deemed deemed, subject to Section 3.5, at any time after the Effective Time to represent evidence only the right to receive upon such surrender the Per Share Merger Consideration (certificate evidencing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.4, and any amounts dividends or other distributions to be paid which such holder is entitled pursuant to Sections 1.7 Section 3.3. (c) Any holder of shares of Company Stock who has not exchanged his Certificates for Parent Common Stock in accordance with subsection (a) of this Section 3.2 within twelve months after the Effective Time shall have no further claim upon the Exchange Agent and 1.8) upon such surrendershall thereafter look only to Parent and the Surviving Corporation for payment in respect of his shares of Company Stock. Until so surrendered, Certificates shall represent solely, subject to Section 3.5, the right to receive the Share Consideration.

Parent to Make Certificates Available. (a) Prior to the Effective TimeClosing, Parent shall appoint BNY Mellon (select a person or such other commercial bank or trust company reasonably acceptable to the Company) persons to act as exchange agent for the payment of the Per Share Merger Consideration (the “"Exchange Agent”"). At , which person or prior persons shall be reasonably acceptable to the Effective TimeCompany. On the Closing Date, Parent shall deposit with deliver to the Exchange Agent, in trust for the benefit of the holders of CertificatesCompany Stockholders (other than Company Stockholders who hold Dissenting Shares), for exchange a stock certificate (issued in accordance with this Section 1.6 through the Exchange Agent, certificates representing the shares of Parent Common Stock to be issued as the Per Share Merger Consideration pursuant to Section 1.5(c) and cash, as required, to make payments in lieu of any fractional shares pursuant to Section 1.8 (such cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). The Exchange Agent shall deliver out name of the Exchange Fund Agent or its nominee) representing the Share Consideration (i) other than the Per Share Merger Consideration contemplated to be issued and paid pursuant to Section 1.5(c) and (ii) the cash, as required, to make payments in lieu of any fractional shares pursuant to Section 1.8. (b) Parent shall instruct the Exchange Agent, as Escrow Holdback Shares). As soon as reasonably practicable after the Effective Time but in no event more than five Business Days after the Effective Time, Parent shall cause the Exchange Agent to mail to each record holder of send a Certificate or Certificates notice and a letter of transmittal (which shall (i) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery each Company Stockholder advising such holder of the Certificates effectiveness of the Merger and the procedure for surrendering to the Exchange AgentAgent for cancellation such holder's certificates representing Company Common Stock ("Certificates"), (ii) contain instructions for use in effecting the surrender of such Certificates in exchange for the Share Consideration. Each Company Stockholder will be entitled to receive, upon surrender to the Exchange Agent for cancellation of one or more Certificates, certificates representing the number of shares of Parent Common Stock and cash into which such shares are converted in lieu the Merger (less the number of the shares of Parent Common Stock constituting the Escrow Holdback Shares), without consideration of fractional shares as provided in Section 3.6. Parent Common Stock into which Company Common Stock shall be converted in the Merger shall be deemed to have been issued at the Effective Time (the "Share Consideration"). In the event that any Company Stockholder's Certificates have been lost, stolen or destroyed, such Company Stockholder will be entitled to receive the Share Consideration only after providing an affidavit of loss and (iii) be indemnity bond, in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may specify subject satisfactory to the Company’s reasonable approvalExchange Agent. (b) Any Company Stockholder who has not exchanged his Certificates for Parent Common Stock in accordance with subsection (a) within six months after the “Transmittal Letter”))Effective Time shall have no further claim upon the Exchange Agent, and shall thereafter look only to Parent and the Surviving Corporation for payment in respect of his shares of Company Common Stock. Upon (x) Until so surrendered, Certificates shall represent solely the right to receive the Share Consideration. If any Certificates entitled to payment pursuant to Section 3.1 shall not have been surrendered for such payment prior to such date on which any payment in respect thereof would otherwise escheat to or become the case property of any Governmental Entity, the shares of Company Common Stock represented by a Certificatethereby shall, the surrender of such Certificate for cancellation to the Exchange Agentextent permitted by applicable law, be deemed to be canceled and no money or (y) in the case of shares of Company Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the Transmittal Letter, duly executed in accordance with the instructions thereto, other property will be due to the holder of such shares shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of the Per Share Merger Consideration into which the shares have been converted at the Effective Time pursuant to Section 1.5(c), (ii) cash in lieu of any fractional share which the holder has a right to receive pursuant to Section 1.8 and (iii) certain dividends and other distributions in accordance with Section 1.7, and any Certificate so surrendered shall forthwith be canceled. If any portion of the Per Share Merger Consideration is to be paid or registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to such payment or registration that the surrendered Certificate be in proper form for transfer and that the Person requesting such delivery of the Per Share Merger Consideration pay any transfer or other similar Taxes required as a result of such payment or registration in the name of a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 1.6(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration (and any amounts to be paid pursuant to Sections 1.7 and 1.8) upon such surrenderthereof.

Parent to Make Certificates Available. (a) Prior to the Effective TimeClosing, Parent shall appoint BNY Mellon (select a person or such other commercial bank or trust company reasonably acceptable to the Company) persons to act as exchange agent for the payment of the Per Share Merger Consideration (the “"Exchange Agent”"). At , which person or prior persons shall be reasonably acceptable to the Effective TimeCompany. On the Closing Date, Parent shall deposit with deliver to the Exchange Agent, in trust for the benefit of the holders of CertificatesCompany Stockholders (other than Company Stockholders who hold Dissenting Shares), for exchange a stock certificate (issued in accordance with this Section 1.6 through the Exchange Agent, certificates representing the shares of Parent Common Stock to be issued as the Per Share Merger Consideration pursuant to Section 1.5(c) and cash, as required, to make payments in lieu of any fractional shares pursuant to Section 1.8 (such cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). The Exchange Agent shall deliver out name of the Exchange Fund (iAgent or its nominee) representing the Per Share Merger Consideration contemplated to be issued and paid pursuant to Section 1.5(c) and (ii) the cash, as required, to make payments in lieu of any fractional shares pursuant to Section 1.8. (b) Parent shall instruct the Exchange Agent, as Consideration. As soon as reasonably practicable after the Effective Time but in no event more than five Business Days after the Effective Time, Parent shall cause the Exchange Agent to mail to each record holder of send a Certificate or Certificates notice and a letter of transmittal (which shall (i) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery each Company Stockholder advising such holder of the Certificates effectiveness of the Merger and the procedure for surrendering to the Exchange AgentAgent for cancellation such holder's certificates representing Company Common Stock ("Certificates"), (ii) contain instructions for use in effecting the surrender of such Certificates in exchange for the Share Consideration. Each Company Stockholder will be entitled to receive, upon surrender to the Exchange Agent for cancellation of one or more Certificates, certificates representing the number of shares of Parent Common Stock and cash into which such shares are converted in lieu the Merger, without consideration of fractional shares as provided in Section 3.5. Parent Common Stock into which Company Common Stock shall be converted into the right to receive in the Merger shall be deemed to have been issued at the Effective Time (the "Share Consideration"). In the event that any Company Stockholder's Certificates have been lost, stolen or destroyed, such Company Stockholder will be entitled to receive the Share Consideration only after providing an affidavit of loss and (iii) be indemnity bond, in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may specify subject satisfactory to the Company’s reasonable approvalExchange Agent. (b) Any Company Stockholder who has not exchanged his Certificates for Parent Common Stock in accordance with subsection (a) within six months after the “Transmittal Letter”))Effective Time shall have no further claim upon the Exchange Agent, and shall thereafter look only to Parent and the Surviving Corporation for payment in respect of his shares of Company Common Stock. Upon (x) Until so surrendered, Certificates shall represent solely the right to receive the Share Consideration. If any Certificates entitled to payment pursuant to Section 3.1 shall not have been surrendered for such payment prior to such date on which any payment in respect thereof would otherwise escheat to or become the case property of any Governmental Entity, the shares of Company Common Stock represented by a Certificatethereby shall, the surrender of such Certificate for cancellation to the Exchange Agentextent permitted by applicable law, be deemed to be canceled and no money or (y) in the case of shares of Company Common Stock held in book-entry form, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the Transmittal Letter, duly executed in accordance with the instructions thereto, other property will be due to the holder of such shares shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of the Per Share Merger Consideration into which the shares have been converted at the Effective Time pursuant to Section 1.5(c), (ii) cash in lieu of any fractional share which the holder has a right to receive pursuant to Section 1.8 and (iii) certain dividends and other distributions in accordance with Section 1.7, and any Certificate so surrendered shall forthwith be canceled. If any portion of the Per Share Merger Consideration is to be paid or registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to such payment or registration that the surrendered Certificate be in proper form for transfer and that the Person requesting such delivery of the Per Share Merger Consideration pay any transfer or other similar Taxes required as a result of such payment or registration in the name of a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 1.6(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration (and any amounts to be paid pursuant to Sections 1.7 and 1.8) upon such surrenderthereof.