Common use of Payment and Share Issuance Procedures Clause in Contracts

Payment and Share Issuance Procedures. (a) As promptly as practicable following the Agreement Date, Parent, the Company, the Stockholder Representative and the Paying Agent shall enter into the Paying Agent Agreement in a form to be reasonably agreed (the “Paying Agent Agreement”). Following execution of the Paying Agent Agreement, (i) the Company shall promptly (and not later than two (2) Business Days prior to the distribution of the Exchange Documentation by the Paying Agent) deliver or cause to be delivered to the Paying Agent and Parent the information set forth in the Paying Agent Agreement (the “Required Information”), (ii) as promptly as practicable following receipt of the Required Information, and in any event within two (2) Business Days thereafter, or at a later time as may be agreed between Parent and the Company, Parent shall cause the Paying Agent to set up the Paying Agent’s electronic platform to allow the applicable Company Indemnitors to complete their Exchange Documentation (if any) electronically and (iii) as promptly as practicable following receipt of the Required Information, and in any event within three (3) Business Days thereafter, or at a later time as may be agreed between Parent and the Company, Parent shall cause the Paying Agent to send an email to each Company Stockholder, Company Vested Optionholder that is a Non-Continuing Employee who holds Non-Employee Options, each Company RSU Holder that is a Non-Continuing Employee who holds Non-Employee RSUs and Company Warrantholder, in each case at the email address for such Person set forth in the Required Information, to invite such Person to register and log into the Paying Agent’s electronic platform to complete electronically a letter of transmittal in the form attached hereto as Exhibit H (the “Letter of Transmittal”) and the Exchange Documentation applicable to such person; provided that if the Company has not provided the Required Information for any particular Company Security Holder on or before the date that is three (3) Business Days prior to the Closing Date, Parent shall not be required to cause the Paying Agent to, and the Paying Agent shall not be required to, send the email described in the foregoing clause (iii) to such Company Security Holder until the date that is three (3) business Days following the delivery of the Required Information.

Payment and Share Issuance Procedures. (a) As promptly as practicable following the Agreement Date, Parent, the Company, the Stockholder Representative and the Paying Agent shall enter into the Paying Agent Agreement in a form to be reasonably agreed (the “Paying Agent Agreement”). Following execution of the Paying Agent Agreement, (i) the Company shall promptly (and not later than two (2) Business Days prior to the distribution of the Exchange Documentation Documents by the Paying Agent) deliver or cause to be delivered to the Paying Agent and Parent the information set forth in Section 2.1 of the Paying Agent Agreement in accordance therewith (the “Required Information”), (ii) as promptly as practicable following receipt of the Required Information, and in any event within two (2) Business Days thereafter, or at a later time as may be agreed between Parent and the Company, Parent shall cause the Paying Agent to set up the Paying Agent’s electronic platform to allow the applicable Company Indemnitors Stockholders to complete their Exchange Documentation (if any) electronically Documents electronically, and (iii) as promptly as practicable following receipt of the Required Information, and in any event within three five (35) Business Days thereafter, or at a later time as may be agreed between Parent and the Company, Parent shall cause the Paying Agent to send an email to (A) each Company Stockholder, Company Vested Optionholder that is a Non-Continuing Employee who holds Non-Employee Options, each Company RSU Holder that is a Non-Continuing Employee who holds Non-Employee RSUs and Company Warrantholder, in each case Stockholder at the email address for such Person set forth in the Required Information, to invite such Person to register and log into the Paying Agent’s electronic platform to complete electronically a letter of transmittal transmittal, substantially in the form attached hereto as Exhibit H I (the “Letter of Transmittal”), and other required Exchange Documents and (B) and the Exchange Documentation applicable each Company Warrant holder (with respect to such person; provided that if the Company has not provided Common Warrants) at the email address for such Company Warrant holder set forth in the Required Information for any particular to invite such Company Security Holder on or before the date that is three (3) Business Days prior Warrant holder to the Closing Date, Parent shall not be required to cause register and log into the Paying Agent toAgent’s electronic platform to complete electronically the Letter of Transmittal, the Warrant Cancellation Agreement and the Paying Agent shall not be other required to, send the email described in the foregoing clause (iii) to such Company Security Holder until the date that is three (3) business Days following the delivery of the Required InformationExchange Documents.

Payment and Share Issuance Procedures. (a) As promptly as practicable following the Agreement Date, Parent, the Company, the Stockholder Representative Parent and the Paying Agent shall enter into the Paying Agent Agreement Agreement, in a the form to be reasonably agreed attached hereto as Exhibit G (the “Paying Agent Agreement”). Following execution of the Paying Agent Agreement, (i) the Company shall promptly (and not later than two (2) Business Days prior to the distribution of the Exchange Documentation Documents by the Paying Agent) deliver or cause to be delivered to the Paying Agent and Parent the information set forth in Section 3(a) of the Paying Agent Agreement in accordance therewith (the “Required Information”), (ii) as promptly as practicable following receipt of the Required Information, and in any event within two (2) Business Days thereafter, or at a later time as may be agreed between Parent and the Company, Parent shall cause the Paying Agent to set up the Paying Agent’s electronic platform to allow which allows the applicable Company Indemnitors to complete their Exchange Documentation (if any) Documents electronically and (iii) as promptly as practicable following receipt of the Required Information, and in any event within three (3) five Business Days thereafter, or at a later time as may be agreed between Parent and the Company, Parent shall cause the Paying Agent to send an email (A)(x) to each Company Stockholder, Stockholder and (y) to each Company Vested Optionholder that is a Non-Continuing Employee who holds Non-Employee Options, each Company RSU Holder that is a Non-Continuing Employee who holds Non-Employee RSUs and Company Warrantholder, in each case at the email address for such Person set forth in the Required Information, to invite such Person to register and log into the Paying Agent’s electronic platform to complete electronically a letter of transmittal in the form attached hereto as Exhibit H (the “Letter of Transmittal”), the Joinder Agreement and other required Exchange Documents and (B) to each Company Warrantholder at the email address for such Company Warrantholder set forth in the Required Information to invite such Company Warrantholder to register and log into the Paying Agent’s electronic platform to complete electronically the Letter of Transmittal, the Warrant Cancellation Agreement and other required Exchange Documentation applicable to such personDocuments; provided that if the Company has not provided the Required Information for any particular Company Security Holder Indemnitor on or before the date that is three (3) five Business Days prior to the Closing Date, Parent shall not be required to cause the Paying Agent to, and the Paying Agent shall not be required to, send the email described in the foregoing clause (iii) to such Company Security Holder Indemnitor until the date that is three (3) business Business Days following the delivery of the Required InformationClosing.

Payment and Share Issuance Procedures. (a) As promptly as practicable following the Agreement Date, Parent, the Company, the Stockholder Representative and the Paying Agent shall enter into the Paying Agent Agreement in a form to be reasonably agreed (the “Paying Agent Agreement”). Following execution of the Paying Agent Agreement, (i) the Company shall promptly (and not later than two (2) Business Days prior to the distribution of the Exchange Documentation Documents by the Paying Agent) deliver or cause to be delivered to the Paying Agent and Parent the information set forth in Section 1.2(a) of the Paying Agent Agreement in accordance therewith (the “Required Information”), (ii) as promptly as practicable following receipt of the Required Information, and in any event within two (2) Business Days thereafter, or at a later time as may be agreed between Parent and the Company, Parent shall cause the Paying Agent to set up the Paying Agent’s electronic platform to allow which allows the applicable Company Indemnitors to complete their Exchange Documentation (if any) Documents electronically and (iii) as promptly as practicable following receipt of the Required Information, and in any event within three (3) Business Days thereafter, or at a later time as may be agreed between Parent and the Company, Parent shall cause the Paying Agent to send an email (A) (x) to each Company Stockholder, Stockholder and (y) to each Company Vested Optionholder that is a Non-Continuing Employee who holds Non-Employee Options, each Company RSU Holder that is a Non-Continuing Employee who holds Non-Employee RSUs and Company Warrantholder, in each case at the email address for such Person set forth in the Required Information, to invite such Person to register and log into the Paying Agent’s electronic platform to complete electronically a letter of transmittal in the form attached hereto as Exhibit H I (the “Letter of Transmittal”), the Joinder Agreement and other required Exchange Documents and (B) to each Company Warrantholder at the email address for such Company Warrantholder set forth in the Required Information to invite such Company Warrantholder to register and log into the Paying Agent’s electronic platform to complete electronically the Letter of Transmittal, the Warrant Cancellation Agreement and other required Exchange Documentation applicable to such personDocuments; provided that if the Company has not provided the Required Information for any particular Company Security Holder Indemnitor on or before the date that is three (3) Business Days prior to the Closing Date, Parent shall not be required to cause the Paying Agent to, and the Paying Agent shall not be required to, send the email described in the foregoing clause (iii) to such Company Security Holder Indemnitor until the date that is three (3) business Days following the delivery of the Required InformationClosing.