Common use of Procedures for Surrender of Certificates Clause in Contracts

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 to a Person other than the Person in whose name the surrendered Certificate is registered, it will be a condition precedent of payment that (A) the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer and (B) the Person requesting such payment has paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or has established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not required to be paid. Until surrendered as contemplated by this Section 2.2, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article II, without interest thereon.

Procedures for Surrender of Certificates. Promptly As soon as reasonably practicable after the First Effective Time, BioTime willthe Company shall cause to be delivered to Parent a letter validly executed by the Company’s transfer agent, and will cause eShares, Inc. DBA Carta, Inc. as to the Surviving Corporation to, cause cancellation (the Exchange Agent to mail to each holder “Carta Cancellation”) as of record the First Effective Time of a certificate or all electronic stock certificates that immediately prior to the First Effective Time represented outstanding shares of Asterias Common Company Capital Stock (the “Electronic Certificates”) and whose ). 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 Asterias Common Company Capital Stock were converted pursuant to Section 2.1 into the right to receive the Per Share Merger Consideration 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: (1A) a letter of transmittal, which will specify 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 delivery will be effected, and risk of loss and title immediately prior to the Certificates will passFirst Effective Time represented issued and outstanding Company Capital Stock (the “Paper Certificates” and, only upon delivery together with the Electronic Certificates, the “Certificates” and each, a “Certificate”), instructions for effecting the surrender of the such Paper Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and will be of Paper Certificates and, if required, an indemnification agreement as provided 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 thereofSection 2.2(f)) in exchange for payment of the Per Share Merger Consideration into which such shares of Asterias Common Stock have been converted pursuant to consideration set forth in 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 thereofof the Certificate and, if required, an indemnification agreement as provided in Section 2.2(f)) for cancellation to the Exchange Paying Agent or to such other agent or agents upon delivery of the Carta Cancellation, as may be appointed by BioTime or the Surviving Corporationapplicable, together with such letter and upon delivery of transmittal duly completed and validly executed a Stock Letter of Transmittal, in accordance with the instructions theretoterms of such Stock Letter of Transmittal, duly executed and such other documents as may be reasonably required pursuant in proper form, with respect to such instructionsCertificates, the holder of such Certificate will shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II consideration set forth in Section 2.1 for each share of Asterias Common Company Capital 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 and any Certificate (or affidavit of loss in lieu thereof), and the Certificate (or affidavit of loss in lieu thereof) so surrendered will shall forthwith 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 cancelled if not already cancelled pursuant to the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesCarta Cancellation. If payment of the Merger Consideration such consideration is to be made to a Person other than the Person in whose name the any surrendered Paper Certificate is registered, it will shall be a condition precedent of payment that (A) the Paper Certificate so surrendered will shall be properly endorsed or will shall be otherwise in proper form for transfer transfer, and (B) the Person requesting such payment has shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration consideration to a Person other than the registered holder of the Paper Certificate so surrendered or has and shall have established to the satisfaction of the Surviving Corporation Parent that such Tax Taxes either has have been paid or is are not required to be paid. Until surrendered or cancelled as contemplated by this Section 2.2hereby, each Certificate will shall be deemed at any time after the First Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated consideration set forth in Section 2.1, except for Certificates representing shares of Company Capital Stock held by this Article IIholders of Dissenting Shares, without interest thereonwhich 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. 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 ‎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 to a Person other than the Person in whose name the surrendered Certificate is registered, it will be a condition precedent of payment that (A) the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer and (B) the Person requesting such payment has paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or has established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not required to be paid. Until surrendered as contemplated by this Section 2.2, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article II, without interest thereon.

Procedures for Surrender of Certificates. Promptly As soon as practicable after the First Effective Time, BioTime willto the extent not previously delivered, and will Parent shall cause the Surviving Corporation to, cause the Exchange Paying Agent to mail to each Person that was, immediately prior to the First Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Capital Stock, which shares of Asterias Common Stock (the “Certificates”) and whose shares of Asterias Common Company Capital Stock were converted pursuant to Section 2.1 into the right to receive the Per Share Merger Consideration consideration set forth in Section ‎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 (1the “Certificates” and each, a “Certificate”) to the Paying Agent prior to the Closing Date: (A) a letter of transmittal, which will specify that delivery will be effected, transmittal substantially in the form attached hereto as Exhibit F (a “Stock Letter of Transmittal”); and risk (B) instructions for effecting the surrender of loss and title to the Certificates will pass, only upon delivery of the such holder’s Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and will be of Certificates as provided 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 thereofSection ‎2.5(e)) in exchange for payment of the Per Share Merger Consideration into which such shares of Asterias Common Stock have been converted pursuant to cash consideration set forth in 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)‎2.4. Upon surrender of a Certificate (or an affidavit of loss in lieu thereofof the Certificate as provided in Section‎ 2.5(e)) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by BioTime or the Surviving CorporationPaying Agent, together with such letter and upon delivery of transmittal duly completed and validly executed a Stock Letter of Transmittal, in accordance with the instructions theretoterms of such Stock Letter of Transmittal, duly executed and such other documents as may be reasonably required pursuant in proper form, with respect to such instructionsCertificates, the holder of such Certificate will shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II consideration set forth in Section ‎2.4 for each share of Asterias Common Company Capital 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 and any Certificate (or affidavit of loss in lieu thereof), and the Certificate (or affidavit of loss in lieu thereof) so surrendered will shall forthwith 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 such consideration is to be made to a Person other than the Person in whose name the any surrendered Certificate is registered, it will shall be a condition precedent of payment that (A) the Certificate so surrendered will shall be properly endorsed or will shall be otherwise in proper form for transfer transfer, and (B) the Person requesting such payment has shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration consideration to a Person other than the registered holder of the Certificate so surrendered or has and shall have established to the reasonable satisfaction of the Surviving Corporation Parent that such Tax Taxes either has have been paid or is are not required to be paid. Until surrendered or cancelled as contemplated by this Section 2.2hereby, each Certificate will shall be deemed at any time after the First Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated consideration set forth in Section ‎2.4, except for Certificates representing shares of Company Capital Stock held by this Article IIholders of Dissenting Shares, without interest thereonwhich 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.