Common use of Procedures for Surrender of Certificates Clause in Contracts

Procedures for Surrender of Certificates. As soon as reasonably practicable after the First Effective Time, the Company shall cause to be delivered to Parent a letter validly executed by the Company’s transfer agent, eShares, Inc. DBA Carta, Inc. as to the cancellation (the “Carta Cancellation”) as of the First Effective Time of all electronic stock certificates that immediately prior to the First Effective Time represented outstanding shares of Company Capital Stock (the “Electronic Certificates”). As soon as practicable after the First Effective Time, to the extent not previously delivered, Parent shall cause the Paying Agent to mail to each Person that was, immediately prior to the First Effective Time, a holder of record of Company Capital Stock, which shares of Company Capital Stock were converted into the right to receive the consideration set forth in Section 2.1 at the First Effective Time, and who has not returned a Stock Letter of Transmittal to the Paying Agent prior to the Closing Date: (A) a letter of transmittal substantially in the form attached hereto as Exhibit F (a “Stock Letter of Transmittal”); and (B) solely for holders of Company Capital Stock holding physical certificates or instruments that immediately prior to the First Effective Time represented issued and outstanding Company Capital Stock (the “Paper Certificates” and, together with the Electronic Certificates, the “Certificates” and each, a “Certificate”), instructions for effecting the surrender of such Paper Certificates (or affidavits of loss in lieu of Paper Certificates and, if required, an indemnification agreement as provided in Section 2.2(f)) in exchange for payment of the consideration set forth in Section 2.1. Upon surrender of a Paper Certificate (or affidavit of loss in lieu of the Certificate and, if required, an indemnification agreement as provided in Section 2.2(f)) to the Paying Agent or upon delivery of the Carta Cancellation, as applicable, and upon delivery of a Stock Letter of Transmittal, in accordance with the terms of such Stock Letter of Transmittal, duly executed and in proper form, with respect to such Certificates, the holder of such Certificate shall be entitled to receive in exchange therefor the consideration set forth in Section 2.1 for each share of Company Capital Stock formerly represented by such Certificate, and any Certificate so surrendered shall forthwith be cancelled if not already cancelled pursuant to the Carta Cancellation. If payment of such consideration is to be made to a Person other than the Person in whose name any surrendered Paper Certificate is registered, it shall be a condition precedent of payment that the Paper Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the consideration to a Person other than the registered holder of the Paper Certificate so surrendered and shall have established to the satisfaction of Parent that such Taxes either have been paid or are not required to be paid. Until surrendered or cancelled as contemplated hereby, each Certificate shall be deemed at any time after the First Effective Time to represent only the right to receive the consideration set forth in Section 2.1, except for Certificates representing shares of Company Capital Stock held by holders of Dissenting Shares, which shall be deemed to represent the right to receive payment of the fair value of such shares of Company Capital Stock in accordance with and to the extent provided by Section 262 of the DGCL.

Procedures for Surrender of Certificates. As soon as reasonably practicable Promptly after the First Effective Time, BioTime will, and will cause the Company shall Surviving Corporation to, cause the Exchange Agent to be delivered mail to Parent each holder of record of a letter validly executed by the Company’s transfer agent, eShares, Inc. DBA Carta, Inc. as to the cancellation (the “Carta Cancellation”) as of the First Effective Time of all electronic stock certificate or certificates that immediately prior to the First Effective Time represented outstanding shares of Company Capital Asterias Common Stock (the “Electronic Certificates”). As soon as practicable after the First Effective Time, to the extent not previously delivered, Parent shall cause the Paying Agent to mail to each Person that was, immediately prior to the First Effective Time, a holder of record of Company Capital Stock, which ) and whose shares of Company Capital Asterias Common Stock were converted pursuant to Section 2.1 into the right to receive the consideration set forth in Section 2.1 at the First Effective Time, and who has not returned a Stock Letter of Transmittal to the Paying Agent prior to the Closing Date: Per Share Merger Consideration (A1) a letter of transmittal substantially in the form attached hereto as Exhibit F (a “Stock Letter transmittal, which will specify that delivery will be effected, and risk of Transmittal”); loss and (B) solely for holders of Company Capital Stock holding physical certificates or instruments that immediately prior title to the First Effective Time represented issued and outstanding Company Capital Stock (Certificates will pass, only upon delivery of the “Paper Certificates” and, together with the Electronic Certificates, the “Certificates” and each, a “Certificate”), instructions for effecting the surrender of such Paper 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 Paper the Certificates and, if required, an indemnification agreement as provided (or affidavits of loss in Section 2.2(f)lieu thereof) in exchange for payment of the consideration set forth in 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 Paper 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 of thereof), and the Certificate and, if required, (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 indemnification agreement as provided in Section 2.2(f)) to the Paying Agent or upon delivery of the Carta Cancellation, as applicable, and upon delivery of a Stock Letter of Transmittal, orderly exchange thereof in accordance with the terms of such Stock Letter of Transmittal, duly executed and in proper form, with respect to such Certificates, the holder of such Certificate shall be entitled to receive in normal exchange therefor the consideration set forth in Section 2.1 for each share of Company Capital Stock formerly represented by such Certificate, and any Certificate so surrendered shall forthwith be cancelled if not already cancelled pursuant to the Carta Cancellationpractices. If payment of such consideration the Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Paper Certificate is registered, it shall will be a condition precedent of payment that (A) the Paper Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have has paid any transfer and other similar Taxes required by reason of the payment of the consideration Merger Consideration to a Person other than the registered holder of the Paper Certificate so surrendered and shall have or has established to the satisfaction of Parent the Surviving Corporation that such Taxes Tax either have has been paid or are is not required to be paid. Until surrendered or cancelled as contemplated herebyby this Section 2.2, each Certificate shall will be deemed at any time after the First Effective Time to represent only the right to receive the consideration set forth in Section 2.1applicable Merger Consideration as contemplated by this Article II, except for Certificates representing shares of Company Capital Stock held by holders of Dissenting Shares, which shall be deemed to represent the right to receive payment of the fair value of such shares of Company Capital Stock in accordance with and to the extent provided by Section 262 of the DGCLwithout interest thereon.

Procedures for Surrender of Certificates. As soon as reasonably practicable Promptly after the First Effective Time, BioTime will, and will cause the Company shall Surviving Corporation to, cause the Exchange Agent to be delivered mail to Parent each holder of record of a letter validly executed by the Company’s transfer agent, eShares, Inc. DBA Carta, Inc. as to the cancellation (the “Carta Cancellation”) as of the First Effective Time of all electronic stock certificate or certificates that immediately prior to the First Effective Time represented outstanding shares of Company Capital Asterias Common Stock (the “Electronic Certificates”). As soon as practicable after the First Effective Time, to the extent not previously delivered, Parent shall cause the Paying Agent to mail to each Person that was, immediately prior to the First Effective Time, a holder of record of Company Capital Stock, which ) and whose shares of Company Capital Asterias Common Stock were converted pursuant to Section 2.1 into the right to receive the consideration set forth in Section 2.1 at the First Effective Time, and who has not returned a Stock Letter of Transmittal to the Paying Agent prior to the Closing Date: Per Share Merger Consideration (A1) a letter of transmittal substantially in the form attached hereto as Exhibit F (a “Stock Letter transmittal, which will specify that delivery will be effected, and risk of Transmittal”); loss and (B) solely for holders of Company Capital Stock holding physical certificates or instruments that immediately prior title to the First Effective Time represented issued and outstanding Company Capital Stock (Certificates will pass, only upon delivery of the “Paper Certificates” and, together with the Electronic Certificates, the “Certificates” and each, a “Certificate”), instructions for effecting the surrender of such Paper 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 Paper the Certificates and, if required, an indemnification agreement as provided (or affidavits of loss in Section 2.2(f)lieu thereof) in exchange for payment of the consideration set forth in 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 Paper 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 of thereof), and the Certificate and, if required, (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 indemnification agreement as provided in Section 2.2(f)) to the Paying Agent or upon delivery of the Carta Cancellation, as applicable, and upon delivery of a Stock Letter of Transmittal, orderly exchange thereof in accordance with the terms of such Stock Letter of Transmittal, duly executed and in proper form, with respect to such Certificates, the holder of such Certificate shall be entitled to receive in normal exchange therefor the consideration set forth in Section 2.1 for each share of Company Capital Stock formerly represented by such Certificate, and any Certificate so surrendered shall forthwith be cancelled if not already cancelled pursuant to the Carta Cancellationpractices. If payment of such consideration the Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Paper Certificate is registered, it shall will be a condition precedent of payment that (A) the Paper Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have has paid any transfer and other similar Taxes required by reason of the payment of the consideration Merger Consideration to a Person other than the registered holder of the Paper Certificate so surrendered and shall have or has established to the satisfaction of Parent the Surviving Corporation that such Taxes Tax either have has been paid or are is not required to be paid. Until surrendered or cancelled as contemplated herebyby this Section 2.2, each Certificate shall will be deemed at any time after the First Effective Time to represent only the right to receive the consideration set forth in Section 2.1applicable Merger Consideration as contemplated by this Article II, except for Certificates representing shares of Company Capital Stock held by holders of Dissenting Shares, which shall be deemed to represent the right to receive payment of the fair value of such shares of Company Capital Stock in accordance with and to the extent provided by Section 262 of the DGCLwithout interest thereon.

Procedures for Surrender of Certificates. As soon as reasonably practicable after the First Effective Time, the Company shall cause to be delivered to Parent a letter validly executed by the Company’s transfer agent, eShares, Inc. DBA Carta, Inc. as to the cancellation (the “Carta Cancellation”) as of the First Effective Time of all electronic stock certificates that immediately prior to the First Effective Time represented outstanding shares of Company Capital Stock (the “Electronic Certificates”). As soon as practicable after the First Effective Time, to the extent not previously delivered, Parent shall cause the Paying Agent to mail to each Person that was, immediately prior to the First Effective Time, a holder of record of Company Capital Stock, which shares of Company Capital Stock were converted into the right to receive the consideration set forth in Section 2.1 ‎2.4 at the First Effective Time, and who has not returned a Stock Letter of Transmittal and the physical certificates or instruments that immediately prior to the First Effective Time represented issued and outstanding Company Capital Stock (the “Certificates” and each, a “Certificate”) to the Paying Agent prior to the Closing Date: (A) a letter of transmittal substantially in the form attached hereto as Exhibit F (a “Stock Letter of Transmittal”); and (B) solely for holders of Company Capital Stock holding physical certificates or instruments that immediately prior to the First Effective Time represented issued and outstanding Company Capital Stock (the “Paper Certificates” and, together with the Electronic Certificates, the “Certificates” and each, a “Certificate”), instructions for effecting the surrender of such Paper holder’s Certificates (or affidavits of loss in lieu of Paper Certificates and, if required, an indemnification agreement as provided in Section 2.2(f‎2.5(e)) in exchange for payment of the cash consideration set forth in Section 2.1‎2.4. Upon surrender of a Paper Certificate (or affidavit of loss in lieu of the Certificate and, if required, an indemnification agreement as provided in Section 2.2(fSection‎ 2.5(e)) to the Paying Agent or upon delivery of the Carta Cancellation, as applicableAgent, and upon delivery of a Stock Letter of Transmittal, in accordance with the terms of such Stock Letter of Transmittal, duly executed and in proper form, with respect to such Certificates, the holder of such Certificate shall be entitled to receive in exchange therefor the consideration set forth in Section 2.1 ‎2.4 for each share of Company Capital Stock formerly represented by such Certificate, and any Certificate so surrendered shall forthwith be cancelled if not already cancelled pursuant to the Carta Cancellationcancelled. If payment of such consideration is to be made to a Person other than the Person in whose name any surrendered Paper Certificate is registered, it shall be a condition precedent of payment that the Paper Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the consideration to a Person other than the registered holder of the Paper Certificate so surrendered and shall have established to the reasonable satisfaction of Parent that such Taxes either have been paid or are not required to be paid. Until surrendered or cancelled as contemplated hereby, each Certificate shall be deemed at any time after the First Effective Time to represent only the right to receive the consideration set forth in Section 2.1‎2.4, except for Certificates representing shares of Company Capital Stock held by holders of Dissenting Shares, which shall be deemed to represent the right to receive payment of the fair value of such shares of Company Capital Stock in accordance with and to the extent provided by Section 262 of the DGCL.