Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. (i) Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 5.3(e)) or transfer of the Book-Entry Shares to the Paying Agent, such materials to be in such form and have such other provisions as Parent desires with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 5.3(e)) or Book-Entry Shares to the Paying Agent in exchange for payment of the aggregate Merger Consideration to which such holders are entitled pursuant to the terms of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Willbros Group, Inc.\NEW\), Agreement and Plan of Merger (Primoris Services Corp)

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Procedures for Surrender. (i) Promptly after the Effective TimeTime (and in any event within three Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 5.3(e4.2(f)) or transfer of the Book-Book Entry Shares to the Paying Agent, such materials Agent (including customary provisions with respect to be in such form and have such other provisions as Parent desires delivery of an “agent’s message” with approval of respect to Book Entry Shares) to the Company (such approval not to be unreasonably withheld, conditioned or delayed) Paying Agent (the “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 5.3(e4.2(f)) or Book-the Book Entry Shares to the Paying Agent in exchange for payment of the aggregate Merger Consideration amount (after giving effect to which any required Tax withholdings as provided in Section 4.2(h)) of cash that such holders are entitled holder has the right to receive pursuant to the terms of this AgreementSection 4.1(a).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pcm, Inc.), Agreement and Plan of Merger (Insight Enterprises Inc)

Procedures for Surrender. (i) Promptly after the Effective TimeTime (and in any event within three Business Days thereafter), the Surviving Corporation Company shall cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 5.3(e4.2(f)) or transfer of the Book-Book Entry Shares to the Paying Agent, such materials Agent (including customary provisions with respect to be in such form and have such other provisions as Parent desires delivery of an “agent’s message” with approval of respect to Book Entry Shares) to the Company (such approval not to be unreasonably withheld, conditioned or delayed) Paying Agent (the “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 5.3(e4.2(f)) or Book-the Book Entry Shares to the Paying Agent in exchange for payment of the aggregate Merger Consideration amount (after giving effect to which any required Tax withholdings as provided in Section 4.2(h)) of cash that such holders are entitled holder has the right to receive pursuant to the terms of this AgreementSection 4.1(a).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (JMP Group LLC), Agreement and Plan of Merger (JMP Group LLC)

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Procedures for Surrender. (i) Promptly after the Effective TimeTime (and in any event within five Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 5.3(e4.2(f)) or transfer of the Book-Entry Shares to the Paying Agent, such materials to be in such form and have such other provisions as Parent desires with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 5.3(e4.2(f)) or Book-Entry Shares to the Paying Agent in exchange for payment of the aggregate Merger Consideration to which such holders are entitled pursuant to the terms of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (General Cable Corp /De/)

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