Common use of Procedure for Deficient Items Clause in Contracts

Procedure for Deficient Items. 2.1 Agent shall examine the Letter of Transmittal and certificates for the Shares received by it as agent to ascertain whether they appear to have been completed and executed in accordance with the instructions set forth in the Letter of Transmittal. In the event Agent determines that any Letter of Transmittal does not appear to have been properly completed or executed, or where the certificates representing the Shares do not appear to be in proper form for surrender, or any other deficiency in connection with the surrender appears to exist, the Purchaser authorizes and instructs Agent to follow, where possible, its regular procedures, set forth in Article III, Section 2.3 below, to attempt to cause such irregularity to be corrected. Agent is not authorized to waive any deficiency in connection with the surrender, unless the Purchaser provides written authorization to waive such deficiency, subject to applicable law and regulations. 2.2 If a Letter of Transmittal specifies that payment for the Shares is to be made to a person other than the person in whose name a surrendered certificate is registered, Agent will issue no Tender Consideration until such Letter of Transmittal has been properly endorsed with a signature guarantee from an eligible guarantor institution approve by the Securities Transfer Association, and accompanied by any other evidence of authority that may be reasonably required by the Agent, and otherwise put in proper form for transfer. 2.3 If any such deficiency with respect to any certificated Shares is neither corrected nor waived, Agent shall: (a) convert the Shares represented by such certificate to a Book Entry position and (b) Send to such holder a defect letter describing the applicable defects and asking that the deficiencies be corrected.

Procedure for Deficient Items. 2.1 Agent shall examine the Letter of Transmittal and certificates for the Shares received by it as agent to ascertain whether they appear to have been completed and executed in accordance with the instructions set forth in the Letter of Transmittal. In the event Agent determines that any Letter of Transmittal does not appear to have been properly completed or executed, or where the certificates representing the Shares do not appear to be in proper form for surrender, or any other deficiency in connection with the surrender appears to exist, the Purchaser authorizes and instructs Agent to follow, where possible, its regular procedures, set forth in Article III, Section 2.3 below, to attempt to cause such irregularity to be corrected. Agent is not authorized to waive any deficiency in connection with the surrender, unless the Purchaser provides written authorization to waive such deficiency, subject to applicable law and regulations. 2.2 If a Letter of Transmittal specifies that payment for the Shares is to be made to a person other than the person in whose name a surrendered certificate is registered, Agent will issue no Tender Merger Consideration until such Letter of Transmittal has been properly endorsed with a signature guarantee from an eligible guarantor institution approve by the Securities Transfer Association, and accompanied by any other evidence of authority that may be reasonably required by the Agent, and otherwise put in proper form for transfer. 2.3 If any such deficiency with respect to any certificated Shares is neither corrected nor waived, Agent shall: (a) convert the Shares represented by such certificate to a Book Entry position position, and (b) Send send to such holder shareholder a defect letter describing the applicable defects and asking that the deficiencies be corrected.

Procedure for Deficient Items. 2.1 8.1 Agent shall examine the Letter of Transmittal and shareholder instructions, any certificates for the Shares Class B Shares, and any Ownership Certifications received by it as agent Agent to ascertain whether they appear to have been completed and executed in accordance with the instructions set forth in the Letter of Transmittalby Company. In the event that Agent determines that any Letter of Transmittal does shareholder instructions or Ownership Certifications do not appear to have been properly completed or executed, or where the certificates representing the Class B Shares do not appear to be in proper form for surrender, or any other deficiency in connection with the surrender appears to exist, the Purchaser Company authorizes and instructs Agent to follow, where possible, its regular procedures, set forth in Article IIISection 8.3, Section 2.3 below, to attempt to cause such irregularity to be corrected. Agent is not authorized to waive any deficiency in connection with the surrender, unless the Purchaser Company provides written authorization to waive such deficiency, subject to applicable law and regulations. 2.2 8.2 If a Letter of Transmittal specifies shareholder instructions specify that payment the conversion for the Class B Shares is to be made to a person other than the person in whose name a the surrendered certificate is shares are registered, Agent will issue no Tender Consideration Class A Shares and any other considerations, until such Letter of Transmittal has shareholder instructions have been properly endorsed with a signature medallion guarantee from an eligible guarantor institution approve approved by the Securities Transfer Association, and accompanied by any other evidence of authority that may be reasonably required by the Agent, and otherwise put in proper form for transfer. 1 Note to Draft: Our understanding is that all Class B Shares will be in book entry form - to confirm whether this provision is necessary. 2.3 8.3 If any such deficiency with respect to any certificated Class B Shares is neither corrected nor waived, Agent shall: (a) convert the Shares shares represented by such certificate to a Book Entry position Direct Registration “book” position, and (b) Send send to such holder a defect letter describing the applicable defects and asking that the deficiencies be corrected.

Procedure for Deficient Items. 2.1 Agent shall examine the Letter of Transmittal and certificates for the Shares received by it as agent to ascertain whether they appear to have been completed and executed in accordance with the instructions set forth in the Letter of Transmittal. In the event Agent determines that any Letter of Transmittal does not appear to have been properly completed or executed, or where the certificates representing the Shares do not appear to be in proper form for surrender, or any other deficiency in connection with the surrender appears to exist, the Purchaser authorizes and instructs Agent to follow, where possible, its regular procedures, set forth in Article III, Section 2.3 below, to attempt to cause such irregularity to be corrected. Agent is not authorized to waive any deficiency in connection with the surrender, unless the Purchaser provides written authorization to waive such deficiency, subject to applicable law and regulations. 2.2 If a Letter of Transmittal specifies that payment for the Shares is to be made to a person other than the person in whose name a surrendered certificate is registered, Agent will issue no Tender Consideration until such Letter of Transmittal has been properly endorsed with a signature guarantee from an eligible guarantor institution approve by the Securities Transfer Association, and accompanied by any other evidence of authority that may be reasonably required by the Agent, and otherwise put in proper form for transfer. 2.3 If any such deficiency with respect to any certificated Shares is neither corrected nor waived, Agent shall: (a) convert the Shares represented by such certificate to a Book Entry position and (b) Send send to such holder a defect letter describing the applicable defects and asking that the deficiencies be corrected.

Procedure for Deficient Items. 2.1 8.1 Agent shall examine the Letter of Transmittal and certificates for the Shares received by it as paying agent to ascertain whether they appear to have been completed and executed in accordance with the instructions set forth in the Letter of Transmittal. In the event Agent determines that any Letter of Transmittal does not appear to have been properly completed or executed, or where the certificates representing the Shares do not appear to be in proper form for surrender, or any other deficiency in connection with the surrender appears to exist, the Purchaser Seller Representative authorizes and instructs Agent to follow, where possible, its regular procedures, set forth in Article III, Section 2.3 8.3 below, to attempt to cause such irregularity to be corrected. Agent is not authorized to waive any deficiency in connection with the surrender, unless the Purchaser Seller Representative provides written authorization to waive such deficiency, subject to applicable law and regulations. 2.2 8.2 If a Letter of Transmittal specifies that payment for the Shares is to be made to a person other than the person in whose name a surrendered certificate is registered, Agent will issue no Tender Merger Consideration until such Letter of Transmittal has been properly endorsed with a signature guarantee from an eligible guarantor institution approve by the Securities Transfer Association, and accompanied by any other evidence of authority that may be reasonably required by the Agent, and otherwise put in proper form for transfer. 2.3 8.3 If any such deficiency with respect to any certificated Shares is neither corrected nor waived, Agent shall: (a) convert the Shares shared represented by such certificate to a Book Entry position and position. (b) Send send to such holder a defect letter describing the applicable defects and asking that the deficiencies be corrected.