Payment and Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (each, a "CERTIFICATE" and collectively, the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding Company Shares, whose shares were converted into the right to receive the applicable Per Share Merger Consideration pursuant to Section 1.4 (other than those holders who had previously properly delivered their Certificates to the Paying Agent along with their Forms of Election): (i) a letter of transmittal in customary form (which shall 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 Paying Agent), (ii) a declaration form in which the holder of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel [New Version], 1961, as amended (the "ORDINANCE") and whether the Company Shares held by such holder were held by such holder before the initial public offering of the Company and (iii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Per Share Merger Consideration. In the case of holders who prior to the Election Date properly delivered their Certificates to the Paying Agent along with their Forms of Election, such holders shall be entitled to receive in exchange therefor promptly after the Effective Time the applicable Per Share Merger consideration into which their Company Shares were converted at the Effective Time (rounded to the nearest whole cent after aggregating all Company Shares held by such holder). With respect to holders who did not so deliver their Certificates and Forms of Election, such holders shall be entitled to receive, upon surrender of Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal and such declaration form, duly completed and validly executed in accordance with the instructions thereto, the applicable Per Share Merger Consideration into which their Company Shares were converted at the Effective Time (rounded to the nearest whole cent after aggregating all Company Shares held by such holder), and the Certificates so surrendered shall forthwith be canceled. No interest shall accrue or be paid on the amounts payable pursuant ...
Payment and Exchange Procedures. (i) Parent shall instruct the Exchange Agent to, as promptly as reasonably practicable (and in any event within three Business Days) after the Effective Time, send to each Company Stockholder of record holding a Certificate (x) a letter of transmittal (which shall 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, and which shall be in such form and shall have such other provisions as Parent and the Company mutually agree upon prior to the Closing Date) and (y) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Aggregate Consideration payable in respect thereof.
Payment and Exchange Procedures. (a) The Buyer has appointed American Stock Transfer & Trust Company as paying and exchange agent (the “Exchange Agent”) for the purpose of exchanging certificates (“Certificates”) of the Company Common Stock and the Company Preferred Stock, for the Merger Consideration, in accordance with the terms of this Agreement and for making payments of the Merger Consideration to the Equityholders except for the payments of cash to the holders of Vested Company Options which shall be made by the Surviving Company in accordance with Section 3.2(b). As soon as reasonably practicable after the First Merger Effective Time, the Buyer will cause the Exchange Agent to send, to the extent not already sent by the Company prior to Closing, to each holder of record of shares of Company Common Stock, Company Preferred Stock and Warrants, as of the First Merger Effective Time, whose shares of Company Common Stock, Company Preferred Stock and Warrants were converted or exchanged, as applicable, into the right to receive a portion of the Merger Consideration pursuant to Section 3.1, a letter of transmittal substantially in the form of Exhibit H (each, a “Letter of Transmittal), which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates and, if applicable, copies of cancelled Vested Company Warrants, to the Exchange Agent, including instructions for use in effecting the surrender of such Certificates to the Exchange Agent in exchange for a portion of the Merger Consideration. On or prior to the Closing Date, the Buyer shall cause to be deposited with the Exchange Agent the Closing Cash Payment (minus (x) the Closing Cash Vested Company Option Payment which shall be paid to the Surviving Company for payment to the holders of Vested Company Options pursuant to Section 3.2(b) and (y) the aggregate amount of the Additional Escrow Amount Per Escrow Participating Share delivered to the Escrow Agent pursuant to Section 3.1(c), which shall be paid to the Surviving Company for payment to the holders of Vested Company Options pursuant to Section 3.2(b)(iii)), the Closing Cash in Lieu of Stock Payment (minus the portion of the Closing Cash in Lieu of Stock Payment payable to the holders of Vested Company Options who are Non-Accredited Equityholders) which shall be paid to the Surviving Company for payment to the holders of Vested Company Options who are Non-Accredited Equityholders pursuant to Section 3.2(b)(ii...
Payment and Exchange Procedures. The Parent shall effect the exchange of cash and NeoGenomics’ Common Stock for the shares of Company Stock that are outstanding as of immediately prior to the Effective Time and entitled to payment pursuant to Section 1.04. In connection with such exchange, by no later than ten (10) Business Days prior to the Closing Date, the Parent shall provide (or cause the Paying Agent to provide) each holder of Company Stock with a Letter of Transmittal, substantially in the form of Exhibit B attached hereto (a “Letter of Transmittal”). Each holder of Company Stock outstanding as of immediately prior to 3
Payment and Exchange Procedures. Upon surrender of a certificate ------------------------------- formerly representing any Class A Units at the Closing, Advisors LP shall pay to the holder of any such certificate formerly representing Class A Units converted in accordance with Section 2.03(d)(ii) the cash that such holder is entitled to receive in accordance with this Section 2.03, by wire transfer of immediately available funds to an account to be designated by each such holder by written notice to Advisors LP at least five business days prior to the Effective Time, or, if no such notice is so delivered, by check to be delivered by registered mail to the address shown on the books and records of Advisors LP as the address of the record holder of such Class A Units.
Payment and Exchange Procedures. (a) At and after the Effective Time, each certificate (each a "Certificate") previously representing shares of Company Common Stock (other than Certificates representing Dissenting Shares (as defined below)) shall represent only the right to receive the Per Share Merger Consideration in respect of the number of shares represented by such certificate.
Payment and Exchange Procedures. (i) At least four Business Days prior to the Closing, Parent will e-mail or otherwise deliver to each holder of record of a Certificate or Book-Entry Share that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock, whose shares will be converted into the right to receive a portion of the Merger Consideration pursuant to Section 1.7, a letter of transmittal substantially in the form of Exhibit E (the “Letter of Transmittal”), and instructions for execution of the Letter of Transmittal in effecting the surrender of the Certificates and Book-Entry Shares in exchange for a portion of the Merger Consideration.
Payment and Exchange Procedures. 7 1.5. No Further Ownership Rights in the Company Capital Stock, Company Options or Company Warrants 10
Payment and Exchange Procedures. (a) Parent shall:
Payment and Exchange Procedures. (a) MIHC or its designee shall deliver the following items to each person who, according to the stock transfer books of MIHC, was a holder of record of a certificate that evidenced shares of MIHC Common Stock or MIHC Preferred as of the Effective Time (each, a “Certificate”): (i) a letter of transmittal that (A) shall specify that delivery shall be effected, and risk of loss of and transfer of title to a Certificate shall pass, only upon delivery of a Certificate to MIHC or its designee and (B) shall otherwise be in such form as MIHC may deem advisable and (ii) instructions regarding the surrender of Certificates and the taking of other actions in exchange for the consideration described in Section 5. Upon surrender of a Certificate for cancellation to Parent or its designee together with a signed letter of transmittal and such other documents as may be required pursuant to those instructions, the holder of that Certificate will be entitled to receive consideration that is determined according to Section 5 with respect to the shares of capital stock of MIHC underlying that Certificate. Until surrendered in accordance with the provisions of this Section 7, a Certificate shall represent for all purposes only the right to receive the consideration described under Section 5. If any Certificate is lost, stolen or destroyed, Parent or its designee will pay in exchange for that lost, stolen or destroyed Certificate the applicable amount of the consideration otherwise deliverable in respect the shares of capital stock underlying that Certificate upon the delivery of a duly executed affidavit of loss by the putative owner thereof and, if required by Parent, an agreement of that holder to indemnify the Surviving Corporation and Parent against any claim or controversy relating to the applicable Certificate. No interest will be paid to, or will accrue for the benefit of, any of the stockholders of MIHC on any amounts owing in respect of a Certificate surrendered in accordance with this Section 7.
