Common use of Procedures for Surrender; No Interest Clause in Contracts

Procedures for Surrender; No Interest. Promptly 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 at the Effective Time, whose Company Common Stock was converted pursuant to Section 2.1(b) into the right to receive the 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 2.1(b) in respect of the Company Common Stock represented by a Certificate or Book-Entry Share, and any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(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 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. Promptly after As promptly as reasonable practicable (but in no event more than ten (10) Business Days) following the Effective Time, Parent Holdco shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock, Company Series A Preferred Stock or Parent Common Stock at the Effective Time, whose Company Common Stock, Company Series A Preferred Stock or Parent Common Stock was converted pursuant to Section 2.1(b2.01(b)(ii) or Section 2.01(a)(ii), as applicable, into the right to receive the Common Merger Consideration, the Preferred Merger Consideration or the Parent Merger Consideration, as applicable, (i) a notice advising such holders of the effectiveness of the Mergers such other notice as may be required by the DGCL and (ii) 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 approved by the Company and have such other provisions as Parent Holdco and the Surviving Corporation Corporations may reasonably specify) for use in such exchange. Each holder of shares of Company Common Stock, Company Series A Preferred Stock or Parent Common Stock that have been converted into the right to receive the Common Merger Consideration, the Preferred Merger Consideration or Parent Merger Consideration, as applicable shall be entitled to receive as promptly as practicable the Common Merger Consideration, Preferred Merger Consideration or the Parent Merger Consideration, as applicable into which such shares of Company Common Stock, Company Series A Preferred Stock or Parent Common Stock have been converted pursuant to Section 2.1(b2.01(b)(ii) or Section 2.01(a)(ii) in respect of the shares of Company Capital Stock or Parent Common Stock represented by a Certificate or Certificate, Book-Entry Share, and Parent Certificate or Parent Book-Entry Share, any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e2.01(b)(v), and any dividends or other distributions pursuant to Section 2.05(g) upon: (i) surrender to the Exchange Agent of a Certificate or Parent Certificate, as applicable; or (ii) receipt of an “agent's ’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 or Parent Book-Entry Shares, as applicable; 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 Certificate, Parent Certificate, Book-Entry Share or Parent Book Entry Share. Upon payment of the Merger Consideration and the Parent Merger Consideration pursuant to the provisions of this Article II, each Certificate or Certificates or Certificate, Parent Certificate, Book-Entry Share or Parent Book-Entry Shares Share so surrendered or transferred, as the case may be, shall immediately be cancelledcancelled by the Exchange Agent.

Procedures for Surrender; No Interest. Promptly after the Effective Time, Parent the Purchaser shall send, or shall cause the Exchange Agent Depositary to send, to each record holder of shares of Company Common Stock and Company Preferred Stock at the Effective Time, whose Company Common Stock was converted pursuant to Section 2.1(b) into the right to receive the 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 AgentDepositary, and which letter of transmittal will be in customary form and have such other provisions as Parent the Purchaser 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 Common Stock Consideration shall be entitled to receive the Merger Common Stock Consideration into which such shares of Company Common Stock have been converted pursuant to Section 2.1(b2.4(c) in respect of the Company Common Stock represented by a Certificate or Book-Entry Share, and any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e) upon: (i) surrender to the Exchange Agent Depositary of a Certificate; or (ii) receipt of an “agent's ’s message” by the Exchange Agent Depositary (or such other evidence, if any, of transfer as the Exchange Agent Depositary 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 AgentDepositary. Each holder of shares of Company Preferred Stock that have been converted into the right to receive the Preferred Stock Consideration shall be entitled to receive the Preferred Stock Consideration into which such shares of Company Preferred Stock, as applicable, have been converted pursuant to Section 2.4(d) in respect of the Company Preferred Stock represented by a Certificate or Book-Entry Share upon: (i) surrender to the Depositary of a Certificate; or (ii) receipt of an “agent’s message” by the Depositary (or such other evidence, if any, of transfer as the Depositary 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 Depositary. 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 II2, 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. Promptly after the Second Effective Time, Parent HoldCo shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Capital Stock at the Second Effective Time, whose Company Common Capital Stock was converted pursuant to Section 2.1(b2.01(b) into the right to receive the applicable Company 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 Company Stock Certificates or transfer of the Company Book-Entry Shares to the Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as Parent HoldCo and the Surviving Corporation may reasonably specify) for use in such exchange. Each holder of shares of Company Common Capital Stock that have been converted into the right to receive the Company Merger Consideration shall be entitled to receive the Company Merger Consideration (minus the stockholder’s Pro Rata Share of the Holdback Shares) into which such shares of Company Common Capital Stock have been converted pursuant to Section 2.1(b2.01(b) in respect of the Company Common Capital Stock represented by a Company Stock Certificate or Company Book-Entry Share, and any cash in lieu of fractional shares which the holder has the right to receive dividends or other distributions pursuant to Section 2.1(e2.03(g) upon: (i) surrender to the Exchange Agent of a Company Stock Certificate; or (ii) receipt of an “agent's ’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 Company 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 Company Stock Certificate or Company Book-Entry Share. Upon payment of the Company Merger Consideration pursuant to the provisions of this Article II, each Company Stock Certificate or Certificates or Company 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 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 at as of immediately prior to the Effective Time, whose Company Common Stock was converted pursuant to Section 2.1(b2.01(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 2.1(b2.01(b) in respect of the Company Common Stock represented by a Certificate or Book-Entry Share, and any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e2.01(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 ’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 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. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to Agent, as the case may be, shall send, to each record holder of shares of Company Common Capital Stock and Noteholder at the Effective Time, whose Company Common Capital Stock was converted pursuant to Section 2.1(b2.01(a) into the right to receive the Merger Per Share Cash-Out Consideration, and whose Note was exchanged pursuant to Section 2.01(d) into the right to receive the Exchange 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-Book Entry Shares Shares, or as the case may be, cancelled Note or affidavit of loss of such Note to Parent or the Exchange Agent, as the case may be 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 Capital Stock that have been converted into the right to receive the Merger Per Share Cash-Out Consideration shall be entitled to receive the Merger Per Share Cash-Out Consideration into which such shares of Company Common Stock have been converted pursuant to Section 2.1(b) in respect of the Company Common Stock represented by a Certificate or Book-Entry Share, and any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e) upon: (i) surrender to the Exchange Agent of a Certificate; or (ii) receipt of an “agent's ’s message” by the Exchange Agent Parent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Book Entry Shares; , in each case, together with a duly completed and validly executed letter of transmittal and such other documents as my be reasonably be requested by Parent. No interest shall be paid or accrued upon the surrender or transfer of any Certificate or Book Entry Share. Upon payment of the Per Share Cash-Out Consideration pursuant to the provisions of this Article II, each Certificate, Certificates or Book Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled. Each Noteholder who has agreed to receive the Exchange Consideration in exchange for such Note and any cash in lieu of fractional shares which the Noteholder has the right to receive pursuant to Section 2.01(f) upon surrender to the Exchange Agent of a cancelled Note or affidavit of loss of such Note, 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 Exchange Consideration or right to Earn-Out Shares pursuant to the provisions of this Article II, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares Note so surrendered or transferred, as the case may be, shall immediately be cancelled.