Procedures for Surrender; No Interest. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Book-Entry Share upon: (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent, in the case of Company Common Stock represented by a Certificate; or (ii) 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 Book-Entry Shares. Until so surrendered or transferred, as the case may be, and subject to the terms set forth in Section 2.03, each such Certificate or Book-Entry Share, as applicable, shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration payable in respect thereof. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Book-Entry Share. Upon payment of the Share Consideration and Fractional Share Consideration pursuant to the provisions of this ARTICLE II, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled. As soon as practicable (and in any event within 15 Business Days) following the Closing Date, the Exchange Agent shall provide Parent with a list of the names and addresses of all holders of CVR Consideration pursuant to the provisions of this ARTICLE II. Notwithstanding anything herein to the contrary, the payment of any consideration pursuant to any CVR Consideration and the payment procedures with respect thereto shall be governed by the terms of the CVR Agreement.
Procedures for Surrender; No Interest. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Book-Entry Share upon: (i) surrender to the Paying Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Paying Agent; or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of Book-Entry Shares. Until so surrendered or transferred, as the case may be, and subject to the terms set forth in Section 2.03, each such Certificate or Book-Entry Share, as applicable, shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration payable in respect thereof, except for Certificates or Book-Entry Shares representing any Dissenting Shares, which shall represent the right to receive payment of the fair value of such shares of Company Common Stock in accordance with the FBCA. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this ARTICLE II, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled.
Procedures for Surrender; No Interest. As soon as reasonably practicable, but no later than five (5) Business Days, after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock as of immediately prior to the Effective Time, whose Company Common Stock was converted pursuant to Section 2.01(b) into the right to receive the applicable portion of Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as Parent and the Surviving Corporation may reasonably specify) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration into which such shares of Company Common Stock have been converted pursuant to Section 2.01(b) in respect of the Company Common Stock represented by a Certificate or Book-Entry Share, any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.01(e), and any dividends or other distributions pursuant to Section 2.02(g) upon: (i) surrender to the Exchange Agent of a Certificate; or (ii) 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 Book-Entry Shares; in each case, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the surrender or transfer of any Certificate or Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this ARTICLE II, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled.
Procedures for Surrender; No Interest. Each holder of shares of NICOYA Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration into which such shares of NICOYA Common Stock have been converted pursuant to Section 2.1(b) in respect of the NICOYA Common Stock represented by a Certificate or Book-Entry Share, any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(d), and any dividends or other distributions pursuant to Section 2.2(e) upon: (i) surrender to the Exchange Agent of a Certificate; or (ii) 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 Book-Entry Shares; in each case, together with duly completed and validly executed documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the surrender or transfer of any Certificate or Book- Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this ARTICLE II, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled.
Procedures for Surrender; No Interest. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Book-Entry Share upon: (i) surrender to the Paying Agent of a Certificate, together with a duly completed and validly
Procedures for Surrender; No Interest. Each Company Stockholder shall be entitled to receive the Per Share Merger Consideration in respect of each share of the Common Stock (other than with respect to any Excluded Shares and Dissenting Shares) represented by either (i) a Certificate (or a lost certificate affidavit) surrendered to the Paying Agent, together with a duly completed and validly executed Letter of Transmittal or and such other documents as may reasonably be requested by the Paying Agent or (ii) in the case of Book-Entry Shares, transfer to the Paying Agent of the Book-Entry Shares together with receipt of an Agent’s Message by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request). Until so surrendered or transferred (as applicable), and subject to the terms set forth in Section 2.6.4, each such share shall represent after the Effective Time for all purposes only the right to receive the Per Share Merger Consideration payable in respect thereof. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any share.
Procedures for Surrender; No Interest. Promptly after the Effective Time, the Company will send to each record holder of Company Shares at the Effective Time whose Company Shares were converted pursuant to Section 2.01(b) into the right to receive the Merger Consideration notice of the Closing, the delivery of which shall be effected, and risk of loss and title shall pass, only upon proper transfer of the Book-Entry Shares to the Parent in an exempt nonpublic transaction under Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”) (including Rule 506 (b) of Regulation D under the Securities Act). Each holder of Company Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration into which such Company Shares have been converted pursuant to Section 2.01(b) and (c) in respect of the Company Shares represented by Book-Entry Share, including any additional shares of WTRV Common Stock in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.01(f). No interest shall be paid or accrued upon the surrender or transfer of any Book-Entry Share. Upon issuance of the Parent Share Merger Consideration and payment of the Cash Merger Consideration to the Company pursuant to the provisions of this Article II, each Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled.
Procedures for Surrender; No Interest. Promptly after the Effective Time, High Tide shall cause the Transfer Agent to send, to each record holder of Exchanged Membership Interests at the Effective Time, whose Exchanged Membership Interest was converted pursuant to Section 2.01(b) into the right to receive the Merger Consideration and to Class VI, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Transfer Agent, and which letter of transmittal will be in customary form and have such other provisions as High Tide and the Surviving Company may reasonably specify) for use in such exchange.
Procedures for Surrender; No Interest. With respect to (i) Closing Per CU Consideration and Closing Per IU Consideration (if any), promptly after the Effective Time; and (ii) Additional Per CU/EO Consideration and Additional Per IU Consideration (if any), promptly after the Parent Option Termination Date, Parent shall send, or shall cause the Exchange Agent to send, to each Closing Date Common Unit Holder, Closing Date Incentive Unit Holder, and Parent Option Exerciser, as and if applicable, a letter of transmittal and instructions (which letter of transmittal will be in customary form and have such other provisions as Parent and the Surviving LLC may reasonably specify) for use in such exchange. Each Closing Date Common Unit Holder, Closing Date Incentive Unit Holder, and Parent Option Exerciser, as and if applicable, that is entitled to receive Per Holder Consideration as determined in accordance with this Agreement shall be entitled to receive such Per Holder Consideration and any dividends or other distributions thereon, upon delivery of a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent.
Procedures for Surrender; No Interest. KORE shall cause each holder of shares of BMP Common Stock that have been converted into the right to receive the First Merger Equity Consideration to receive the portion of the First Merger Consideration into which such shares of BMP Common Stock have been converted pursuant to Section 2.1(c)(iii)(B) upon surrender to KORE of the certificate(s) representing such shares of BMP Common Stock (each, a “Certificate”), together with a duly completed and validly executed stock power and such other documents as may reasonably be requested by KORE. KORE shall cause the issuance of such KORE Stock in accordance with the foregoing sentence promptly upon KORE’s confirmation of receipt of such surrendered Certificates and duly completed and validly executed stock powers. No interest shall be paid or accrued upon the surrender or transfer of any Certificate. Upon payment of the First Merger Consideration pursuant to the provisions of this Article II, each Certificate or Certificates so surrendered shall immediately be cancelled.
