Procedures for Surrender of Certificates Sample Clauses

Procedures for Surrender of Certificates. Promptly after the Effective Time, BioTime will, and will cause the Surviving Corporation to, cause the Exchange Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Asterias Common Stock (the “Certificates”) and whose shares of Asterias Common Stock were converted pursuant to Section 2.1 into the right to receive the Per Share Merger Consideration (1) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and will be in such form and have such other provisions as BioTime may reasonably specify and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Per Share Merger Consideration into which such shares of Asterias Common Stock have been converted pursuant to Section 2.1, including any Fractional Share Consideration payable in accordance with Section 2.6, and any dividends or other distributions on BioTime Common Shares in accordance with Section 2.2(g). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by BioTime or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate will be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II for each share of Asterias Common Stock formerly represented by such Certificate, to be mailed within ten (10) business days following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate (or affidavit of loss in lieu thereof) so surrendered will be forthwith cancelled. The Exchange Agent will accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made...

Procedures for Surrender of Certificates. Each share of Hostopia common stock that is issued and outstanding immediately before the Effective Time (other than dissenting shares and shares held of record by Deluxe, Operating Sub, Sub, or any other direct or indirect subsidiary of Deluxe or the Company immediately before the Effective Time) will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and represent the right to receive $10.55 in cash, without interest, subject to any applicable tax withholdings. On the Closing Date, Deluxe is required to provide evidence reasonably satisfactory to Hostopia that it has deposited with the Disbursing Agent the cash necessary to pay the full amount of the Merger Consideration in respect of the certificates formerly representing shares of Hostopia common stock to be surrendered to the Disbursing Agent pursuant to the terms of the Merger Agreement. Promptly following the Effective Time, Deluxe will cause the Disbursing Agent to send to each holder of record of shares of Hostopia common stock (other than holders of Hostopia common stock who properly exercise their appraisal rights) immediately prior to the Effective Time a letter of transmittal and instructions for obtaining cash in exchange for shares of Hostopia common stock held by such stockholder. You should not return stock certificates with the enclosed proxy. Upon surrender of a stock certificate formerly representing shares of Hostopia common stock, together with a duly completed and validly executed letter of transmittal, and any other documents that may be required by the Disbursing Agent, the holder of the certificate will be entitled to receive from the Disbursing Agent, on behalf of Deluxe, as promptly as practicable in accordance with the Disbursing Agent’s customary procedures, $10.55 in cash, without interest, for each share represented by the stock certificate (less any applicable tax withholdings). The stock certificates will then be cancelled. Until surrendered, any outstanding stock certificates will, from and after the Effective Time, evidence only the right to receive $10.55 per share in cash, without interest, in the case of shares represented by stock certificates, and holders of such certificates shall cease to have any rights with respect to such shares of Hostopia common stock, except as otherwise required by the DGCL.