Common use of Paying Agent Payment Procedures Clause in Contracts

Paying Agent Payment Procedures. Tyler shall cause the Paying Agent as promptly as practicable following the Effective Time and in any event not later than two Business Days thereafter, to make available (electronically or by mail) to each Stockholder and Participating Warrantholder, using the e-mail address or physical address for such Stockholder or Participating Warrantholder set forth in the Consideration Spreadsheet, a letter of transmittal in substantially the form attached hereto as Exhibit A (a “Letter of Transmittal”). From and after the Effective Time, Tyler shall cause the Paying Agent on behalf of Tyler, to pay to each registered holder of record of Socrata Stock and each registered holder of In-Money Warrants as of immediately before the Effective Time (other than to those holders of Dissenting Shares not entitled to payment and holders of Socrata Stock referred to in Section 3.3) by wire transfer or check, as directed by each Stockholder or Participating Warrantholder, the amount of cash from the Closing Merger Consideration as set forth for such Stockholder or Participating Warrantholder on the Consideration Spreadsheet, as promptly as practicable following (a) the submission of a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, (b) the surrender of Stock Certificates to the Paying Agent by such registered holder of record, and (c) submission of any other customary documents that the Paying Agent may reasonably require in connection therewith, if any. Notwithstanding the foregoing, a registered holder of record of an In-Money Warrant need not surrender such Warrant to the Paying Agent in order to receive the applicable consideration such Participating Warrantholder has the right to receive in respect of such In-Money Warrant pursuant to Section 3.2(c). At the Effective Time, all Socrata Stock will cease to exist and each outstanding Stock Certificate that prior to the Effective Time represented shares of Socrata Stock (other than Dissenting Shares) shall be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the portion of the Total Merger Consideration as provided in Section 3.1; provided, however, that, Stock Certificates representing Dissenting Shares will entitle the holder thereof only the right to receive fair value of such shares in accordance with the provisions of the DGCL). If after the Effective Time, any Stock Certificate is presented to the Paying Agent, it shall be exchanged as provided in this Section 3.4(c)(ii).

Paying Agent Payment Procedures. Tyler Parent and the Surviving Corporation shall cause instruct the Paying Agent to, as promptly as reasonably practicable following the Effective Time and in any event (but not later than two Business Days thereafter, to make available (electronically or by mailthe second business day) to each Stockholder and Participating Warrantholder, using the e-mail address or physical address for such Stockholder or Participating Warrantholder set forth in the Consideration Spreadsheet, a letter of transmittal in substantially the form attached hereto as Exhibit A (a “Letter of Transmittal”). From and after the Effective Time, Tyler shall cause the Paying Agent on behalf of Tyler, to pay to each registered holder of record of Socrata Stock and each registered holder of In-Money Warrants as of immediately before the Effective Time : (other than to those holders of Dissenting Shares not entitled to payment and holders of Socrata Stock referred to in Section 3.3i) by wire transfer or check, as directed by each Stockholder or Participating Warrantholder, the amount of cash from the Closing Merger Consideration as set forth for such Stockholder or Participating Warrantholder on the Consideration Spreadsheet, as promptly as practicable following (a) the submission of a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, (b) the surrender of Stock Certificates release to the Paying Agent by such registered holder Company’s registration company (the “Registration Company”), for the benefit of record, and (c) submission the beneficial owners of any other customary documents that the Paying Agent may reasonably require in connection therewith, if any. Notwithstanding the foregoing, a registered holder of record of an In-Money Warrant need not surrender such Warrant to the Paying Agent in order to receive the applicable consideration such Participating Warrantholder has the right to receive in respect of such In-Money Warrant pursuant to Section 3.2(c). At the Effective Time, all Socrata Stock will cease to exist and each Company Ordinary Shares outstanding Stock Certificate that immediately prior to the Effective Time that are registered in the name of the Registration Company for the benefit of TASE members (“Book Entry Company Shares”), cash in an amount equal to the product of (A) the Merger Consideration payable per Company Ordinary Share, multiplied by (B) the number of Book Entry Company Shares (the product of (A) and (B), the “Book-Entry Fund”). The Registration Company shall promptly deliver the Book-Entry Fund to the TASE clearinghouse, which shall deliver the respective and appropriate portion of the Book-Entry Fund to each of the beneficial owners of Book Entry Company Shares in accordance with applicable customary stock surrender and payment procedures and regulations of TASE; and (ii) mail to each holder of record of a Certificate, excluding any Certificate representing Company Ordinary Shares held of record by the Registration Company, (i) a letter which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery to the Paying Agent of the Certificates and any properly completed and validly executed documents reasonably required by the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration for the Company Ordinary Shares formerly represented shares thereby. Upon surrender of Socrata Stock (a Certificate for cancellation to the Paying Agent, together with such properly completed and validly executed documents as may reasonably be required by the Paying Agent, the surrendered Certificate shall forthwith be cancelled in the Company’s books and the surrendering holder shall be promptly paid the Merger Consideration for the Company Ordinary Shares formerly represented by such Certificate. If payment of the Merger Consideration is to be made to a Person other than Dissenting Sharesthe Person in whose name the surrendered Certificate is registered or whose name appears on the records of a nominee company (Chevra Le’Rishumim) in accordance with such properly completed and validly executed documents, such payment shall be conditioned upon (A) the Certificate surrendered being properly endorsed or otherwise in proper form for transfer in a manner reasonably satisfactory to Parent and (B) the Person requesting such payment (x) having paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the surrendered Certificate or (y) having established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Notwithstanding the surrender and payment procedure described in this Section 2.2, each Certificate shall be deemed from and at all times after the Effective Time, for all purposes, Time to evidence represent only the right to receive the portion of the Total Merger Consideration for the Company Ordinary Shares formerly represented thereby as provided contemplated by this Article II, and any other rights in Section 3.1; provided, however, that, Stock Certificates representing Dissenting Shares will entitle the holder thereof only the right to receive fair value of connection with each such shares in accordance with the provisions of the DGCL). If after the Effective Time, any Stock Certificate is presented to the Paying Agent, it shall be exchanged as provided in this Section 3.4(c)(ii)null and void.

Paying Agent Payment Procedures. Tyler Parent and the Surviving Company shall cause instruct the Paying Agent to, as promptly as reasonably practicable following the Effective Time and in any event (but not later than two Business Days thereafter, to make available (electronically or by mailthe second business day) to each Stockholder and Participating Warrantholder, using the e-mail address or physical address for such Stockholder or Participating Warrantholder set forth in the Consideration Spreadsheet, a letter of transmittal in substantially the form attached hereto as Exhibit A (a “Letter of Transmittal”). From and after the Effective Time, Tyler shall cause the Paying Agent on behalf of Tyler, to pay to each registered holder of record of Socrata Stock and each registered holder of In-Money Warrants as of immediately before the Effective Time : (other than to those holders of Dissenting Shares not entitled to payment and holders of Socrata Stock referred to in Section 3.3i) by wire transfer or check, as directed by each Stockholder or Participating Warrantholder, the amount of cash from the Closing Merger Consideration as set forth for such Stockholder or Participating Warrantholder on the Consideration Spreadsheet, as promptly as practicable following (a) the submission of a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, (b) the surrender of Stock Certificates release to the Paying Agent by such registered holder Company’s registration company (the “Registration Company”), for the benefit of record, and (c) submission the beneficial owners of any other customary documents that the Paying Agent may reasonably require in connection therewith, if any. Notwithstanding the foregoing, a registered holder of record of an In-Money Warrant need not surrender such Warrant to the Paying Agent in order to receive the applicable consideration such Participating Warrantholder has the right to receive in respect of such In-Money Warrant pursuant to Section 3.2(c). At the Effective Time, all Socrata Stock will cease to exist and each Company Ordinary Shares outstanding Stock Certificate that immediately prior to the Effective Time that are registered in the name of the Registration Company for the benefit of TASE members (“Book Entry Company Shares”), cash in an amount equal to the product of (A) the Merger Consideration payable per Company Ordinary Share, multiplied by (B) the number of Book Entry Company Shares (the product of (A) and (B), the “Book-Entry Fund”). The Registration Company shall promptly deliver the Book-Entry Fund to the TASE Clearinghouse, which shall deliver the respective and appropriate portion of the Book-Entry Fund to each of the beneficial owners of Book Entry Company Shares in accordance with applicable customary stock surrender and payment procedures and regulations of TASE; and (ii) mail to each holder of record of a Certificate, excluding any Certificate representing Company Ordinary Shares held of record by the Registration Company, a letter which shall specify instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration for the Company Ordinary Shares formerly represented shares thereby. Upon surrender of Socrata Stock a Certificate for cancellation to the Paying Agent, together with such properly completed and validly executed documents as may reasonably be required by the Paying Agent, the surrendered Certificate shall forthwith be cancelled in the Company’s books and the surrendering holder shall be promptly paid the Merger Consideration (other than Dissenting Sharesless any required withholding for Tax) for the Company Ordinary Shares formerly represented by such Certificate. Notwithstanding the surrender and payment procedure described in this Section 2.2, each Certificate shall be deemed from and at all times after the Effective Time, for all purposes, Time to evidence represent only the right to receive the portion of the Total Merger Consideration for the Company Ordinary Shares formerly represented thereby as provided in Section 3.1; provided, however, that, Stock Certificates representing Dissenting Shares will entitle the holder thereof only the right to receive fair value of such shares in accordance with the provisions of the DGCL). If after the Effective Time, any Stock Certificate is presented to the Paying Agent, it shall be exchanged as provided in contemplated by this Section 3.4(c)(ii)Article II.

Paying Agent Payment Procedures. Tyler shall cause (a) The Parties hereby appoint Wilmington Trust, N.A. (in such role, the "Paying Agent as promptly as practicable following Agent") for the Effective Time purpose of distributing to the Company Unitholders and the LGC Stockholders the cash portion of the Per Unit Closing Consideration in any event not later than two Business Days thereafter, accordance with and subject to make available (electronically or by mail) to each Stockholder the terms and Participating Warrantholder, using the e-mail address or physical address for such Stockholder or Participating Warrantholder conditions set forth in the Consideration SpreadsheetPaying Agent Agreement and this Agreement. (b) As promptly as practicable after the date hereof, the Company shall cause each Company Unitholder to be provided with a letter of transmittal in substantially the form attached hereto as Exhibit A (a “Letter of Transmittal”). From and after the Effective Time, Tyler shall cause the Paying Agent on behalf of Tyler, to pay to each registered holder of record of Socrata Stock and each registered holder of In-Money Warrants as of immediately before the Effective Time (other than to those holders of Dissenting Shares not entitled to payment and holders of Socrata Stock referred to in Section 3.3) Upon surrender by wire transfer or check, as directed by each Stockholder or Participating Warrantholder, the amount of cash from the Closing Merger Consideration as set forth for such Stockholder or Participating Warrantholder on the Consideration Spreadsheet, as promptly as practicable following (a) the submission a Company Unitholder of a Letter of Transmittal duly executed and completed and validly executed in accordance with its terms and such other documents required pursuant to the instructions theretoLetter of Transmittal (collectively, the "Payment Documents"), at the Closing (bin the case of Payment Documents duly completed and delivered at least three Business Days prior to the Closing) or, if after the surrender Closing, within three Business Days following receipt of Stock Certificates any additional duly executed and completed Payment Documents, the Paying Agent shall cause each such Company Unitholder and LGC Stockholder to be paid the cash portion of the Per Unit Closing Consideration that is payable with respect to the applicable Company Units as set forth on the Payment Schedule. (c) From and after the Second LGC Effective Time, the share register and stock transfer books of LGC shall be closed and there shall be no further registration of transfers on the stock transfer books of the surviving company of the LGC Shares that were outstanding immediately prior to the Second LGC Effective Time. (d) From and after the Final Effective Time, the unit ledger and unit transfer books of the Company shall be closed and there shall be no further registration of transfers on the unit transfer books of the Surviving Company of the Company Units and Company RMUs that was outstanding immediately prior to the Final Effective Time. (e) Any portion of the amounts paid by Purchaser to the Paying Agent by such registered holder pursuant to Section 1.06(a) for payment to the Company Unitholders and LGC Stockholders (the "Payment Fund") which remains undistributed to the Company Unitholders and LGC Stockholders on the date that is one year after the Final Effective Time shall be delivered to Purchaser or the Surviving Company (at the direction of recordPurchaser), and any Company Unitholders or LGC Stockholders who have not theretofore complied with this Section 1.07 shall thereafter look only to the Surviving Company (cas unsecured creditors thereof) submission for its respective portion of the Per Unit Closing Consideration and any other amounts payable under Section 1.03(a) or Section 1.03(f), as applicable and this Section 1.07, and Purchaser shall, upon the request of any other customary documents that such former Company Unitholder after complying with the requirements set forth in this Section 1.07, including delivery of any Payment Documents, promptly pay to such former Company Unitholder the portion of the Per Unit Closing Consideration and Additional Merger Consideration, if any, to which such former Company Unitholder is entitled. None of Purchaser, the Merger Subs, the Company, the Surviving Company, Sellers Representative or the Paying Agent may reasonably require shall be liable to any Person in connection therewithrespect of any amounts payable under this Section 1.07 from the Payment Fund delivered to a public official pursuant to and in full compliance with any applicable abandoned property, if any. escheat or similar applicable Law. (f) Notwithstanding the foregoing, a registered holder in the event the Company or its Subsidiaries are required to withhold and deduct any Taxes from the consideration payable with respect to any of record of an In-Money Warrant need not surrender the Company RMUs, such Warrant consideration shall instead be deposited with the Company and paid (subject to applicable withholding) through the Paying Agent in order to receive Company's payroll system at the applicable consideration such Participating Warrantholder has the right to receive in respect of such In-Money Warrant pursuant to Section 3.2(c). At the Effective Time, all Socrata Stock will cease to exist and each outstanding Stock Certificate that prior to the Effective Time represented shares of Socrata Stock (other than Dissenting Shares) shall be deemed from and first regularly scheduled payroll date after the Effective Time, for all purposes, to evidence the right to receive the portion of the Total Merger Consideration as provided in Section 3.1; provided, however, that, Stock Certificates representing Dissenting Shares will entitle the holder thereof only the right to receive fair value of such shares in accordance with the provisions of the DGCL). If after the Effective Time, any Stock Certificate is presented to the Paying Agent, it shall be exchanged as provided in this Section 3.4(c)(ii)Closing Date.