Common use of Payment and Exchange Procedures Clause in Contracts

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 to Section 1.4 upon the surrender of any Certificate for the benefit of the holder of such Certificate. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time for all corporate purposes to evidence only the ownership of the right to receive the applicable Per Share Merger Consideration into which such Company Shares shall have been so converted and, if applicable, an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.4(f) and any dividends or distributions payable pursuant to Section 1.5(d).

Payment and Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Parent shall cause the Paying Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate one or more certificates (each, a "CERTIFICATE" and collectively, the "CERTIFICATES"“Certificates”) or uncertificated Company Ordinary Shares (the “Uncertificated Shares”), which immediately prior to the Effective Time represented outstanding Company Shares, whose shares were converted into represent 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): 1.3: (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 or transfer of Uncertificated Shares to the Paying Exchange 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 1961 (the "ORDINANCE"“Ordinance”) and whether provides such other information as the Company Shares held by such holder were held by such holder before Parent shall reasonably require to comply with the initial public offering of Ordinance and the Company Israeli Withholding Tax Ruling (as defined in Section 5.5(a)), if obtained, and (iii) instructions in customary form for use in effecting the surrender of the Certificates or transfer of Uncertificated Shares 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 Upon (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 x) surrender of Certificates for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parentthe Parent or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, together with such letter of transmittal and such declaration form, duly completed and validly executed in accordance with the instructions thereto, the applicable holders of such Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor the Per Share Merger Consideration into which payable with respect to their Company Shares were converted at the Effective Time (rounded to the nearest whole cent share after aggregating all Company Shares held by such holder), and the Certificates so surrendered or Uncertificated Shares so transferred shall forthwith be canceled. No interest shall accrue or be paid on the amounts payable pursuant to Section 1.4 1.3 upon the surrender of any Certificate for the benefit or transfer of the holder of such Certificateany Uncertificated Shares. Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time for all corporate purposes to evidence only the ownership of the right to receive the applicable Per Share Merger Consideration into to which such Company Shares shall have been so converted are entitled pursuant to Section 1.3 and, if applicable, an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.4(f1.3(f) and any dividends or distributions payable pursuant to Section 1.5(d1.4(d).

Payment and Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Parent shall cause the Paying Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate one or more certificates (each, a "CERTIFICATE" and collectively, the "CERTIFICATES"“Certificates”) or uncertificated Company Ordinary Shares (the “Uncertificated Shares”), which immediately prior to the Effective Time represented outstanding Company Shares, whose shares were converted into represent 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): 1.3: (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 or transfer of Uncertificated Shares to the Paying Exchange 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 1961 (the "ORDINANCE"“Ordinance”) and whether provides such other information as the Company Shares held by such holder were held by such holder before Parent shall reasonably require to comply with the initial public offering of Ordinance and the Company Israeli Withholding Tax Ruling (as defined in Section 5.5(a)), if obtained, and (iii) instructions in customary form for use in effecting the surrender of the Certificates or transfer of Uncertificated Shares 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 Upon (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 x) surrender of Certificates for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parentthe Parent or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, together with such letter of transmittal and such declaration form, duly completed and validly executed in accordance with the instructions thereto, the applicable holders of such Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor the Per Share Merger Consideration into which payable with respect to their Company Shares were converted at the Effective Time (rounded to the nearest whole cent share after aggregating all Company Shares held by such holder), and the Certificates so Table of Contents surrendered or Uncertificated Shares so transferred shall forthwith be canceled. No interest shall accrue or be paid on the amounts payable pursuant to Section 1.4 1.3 upon the surrender of any Certificate for the benefit or transfer of the holder of such Certificateany Uncertificated Shares. Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time for all corporate purposes to evidence only the ownership of the right to receive the applicable Per Share Merger Consideration into to which such Company Shares shall have been so converted are entitled pursuant to Section 1.3 and, if applicable, an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.4(f1.3(f) and any dividends or distributions payable pursuant to Section 1.5(d1.4(d).