Common use of Proper Form Clause in Contracts

Proper Form. The Payment Agent will examine the Letters of Transmittal and warrants, options, certificates and/or book-entry positions for shares of capital stock of the Company delivered or mailed to the Payment Agent by Securityholders to ascertain that (i) the Letters of Transmittal are properly completed and duly executed in accordance with the instructions set forth therein, (ii) no stop transfer instructions are outstanding against such warrants, options, certificates or book-entry positions (which determination shall be based solely on the information provided to the Payment Agent under Section 1.1 above), (iii) the certificates or shares held in book-entry form have been duly endorsed or assigned for transfer or have been delivered to the Payment Agent, where required, and are otherwise in proper form for surrender, (iv) any other documents contemplated by a Letter of Transmittal are properly completed and duly executed in accordance with the Letter of Transmittal, (v) such shares of capital stock of the Company do not constitute Dissenters’ shares or Excluded Shares, and (vi) no payment pursuant to the Merger Agreement was previously made with respect to such shares of capital stock, warrants or options of the Company. In cases where the Letter of Transmittal has been improperly completed or executed or where the shares, warrants or options presented are not in proper form for transfer, or if some other irregularity exists in connection with their surrender, including any irregularity relating to stop transfer instructions, the Payment Agent will consult with the Parent and the Representative on taking such actions as are necessary to cause such irregularity to be corrected. In this regard, the Payment Agent is authorized to waive an irregularity in connection with the surrender of shares of capital stock, warrants or options of the Company after review of the irregularity with the Parent and the Representative and after approval in writing of any of the officers or agents of the Parent and the Representative listed in Section 4.4 herein, provided that the Payment Agent agrees that waiving such irregularity shall not cause the Payment Agent to be subjected to any potential liability related thereto.

Proper Form. The Payment Agent will examine the Letters of Transmittal and warrants, options, certificates and/or book-entry positions for shares of capital stock of the Company representing Shares delivered or mailed to the Payment Agent by Securityholders the Stockholders to ascertain that (i) the Letters of Transmittal are properly completed and duly executed in accordance with the instructions set forth therein, (ii) no stop transfer instructions are outstanding against such warrants, options, the certificates or book-entry positions (which determination shall be based solely on the information provided to the Payment Agent under Section 1.1 2.1 above), (iii) the stock certificates or shares held in book-entry form have been duly endorsed or assigned for transfer or have been delivered to the Payment Agent, where required, and are otherwise in proper form for surrender, (iv) any other documents contemplated by a Letter of Transmittal are properly completed and duly executed in accordance with the Letter of Transmittal, (v) such shares of capital stock of the Company Shares do not constitute Dissenters’ shares or Excluded Dissenting Shares, and (vi) no payment pursuant the documentation received from the Stockholder includes the properly completed and executed applicable Tax Form. If the applicable Tax Form is not provided to the Merger Agreement was previously made with respect Payment Agent by a Securityholder, or is not properly completed and executed, the Payment Agent shall contact the applicable Securityholder and attempt to obtain a properly completed and executed Tax Form. If such Securityholder fails to respond and deliver a properly completed and executed Tax Form within 20 days after the Payment Agent’s attempt to contact such Securityholder, the Payment Agent shall, provided the other conditions to payment are satisfied, make payment of the Closing Date Payment and any subsequent Escrow Fund Payments (as defined below) to such shares of capital stock, warrants or options of the CompanySecurityholder (and such payments will be subject to applicable withholding as set forth in Section 3.6 below). In cases where the Letter of Transmittal has been improperly completed or executed or where the shares, warrants or options Shares presented are not in proper form for transfer, or if some other irregularity exists in connection with their surrender, including any irregularity relating to stop transfer instructions, the Payment Agent will consult with the seek instructions from Parent and the Securityholders Representative on taking and will, thereafter, take such actions as are necessary reasonably within its authority under this Agreement to cause such irregularity to be corrected. In this regard, the The Payment Agent is not authorized to waive an irregularity in connection with the surrender of shares of capital stockShares, warrants or options except following receipt of the Company after review prior written approval of the irregularity with the an Authorized Representative of Parent and the Securityholders Representative and after approval in writing of any of authorizing the officers or agents of the Parent and the Representative listed in Section 4.4 herein, Payment Agent to waive such irregularity; provided that the Payment Agent agrees and Parent agree that Parent and the Securityholders Representative waiving such irregularity in accordance with this Agreement shall not cause the Payment Agent to be subjected to any potential liability related thereto. In the absence of such waiver by Parent and the Securityholders Representative, the Payment Agent is authorized not to accept such stock certificates for exchange and will return to the surrendering Stockholder by trackable mail method to such Stockholder’s address as set forth on Schedule A, the Letter of Transmittal, any stock certificates surrendered in connection therewith and any other documents received therewith, together with a written explanation of the reason for the Payment Agent’s determination not to accept the stock certificates for exchange. Parent acknowledges and agrees that Securityholders holding RSUs shall not be required to submit any documentation other than a Surrender Agreement and the applicable Tax Form in order to become an Eligible Securityholder and to receive Escrow Funds Payments hereunder.

Proper Form. The Payment Paying Agent will examine the Letters of Transmittal and warrants, options, certificates and/or book-entry positions for shares of capital stock of the Company delivered or mailed to the Payment Paying Agent by Securityholders Stockholders to ascertain that (i) the Letters of Transmittal are properly completed and duly executed in accordance with the instructions set forth therein, (ii) no stop transfer instructions are outstanding against such warrants, options, certificates or book-entry positions (which determination shall be based solely on the information provided to the Payment Paying Agent under Section 1.1 above), (iii) the certificates or shares held in book-entry form have been duly endorsed or assigned for transfer or have been delivered to the Payment Paying Agent, where required, and are otherwise in proper form for surrender, (iv) any other documents contemplated by a Letter of Transmittal are properly completed and duly executed in accordance with the Letter of Transmittal, (v) such shares of capital stock of the Company Shares do not constitute Dissenters’ shares or Excluded ' Shares, and (vi) no payment pursuant to the Merger Agreement was previously made with respect to such shares of capital stock, warrants or options of the CompanyShares (other than as specifically provided for herein). In cases where the Letter of Transmittal has been improperly completed or executed or where the shares, warrants or options shares presented are not in proper form for transfer, or if some other irregularity exists in connection with their surrender, including any irregularity relating to stop transfer instructions, the Payment Paying Agent will consult with the Parent and the Representative Seller Representatives on taking such actions as are necessary to cause such irregularity to be corrected. In this regard, the Payment Paying Agent is authorized to waive an irregularity in connection with the surrender of shares of capital stock, warrants or options of the Company Shares after review of the irregularity with the Parent and the Representative Seller Representatives and after approval in writing of any of the officers or agents of the Parent and the Representative listed in Section 4.4 hereinby each, provided that the Payment Paying Agent agrees that waiving such irregularity shall not cause the Payment Paying Agent to be subjected to any potential liability related thereto.

Proper Form. The Payment Agent will examine the Letters of Transmittal Transmittal, Joinder and warrantsIndemnification Agreements (the “Joinders”), optionsa form of which is attached hereto as Exhibit B, certificates Option Cancellation Agreements, a form of which is attached hereto as Exhibit C, and the Certificates and/or book-entry positions for shares of capital stock of the Company delivered or mailed to the Payment Agent by Securityholders the Stockholders or Optionholders to ascertain that (i) the Joinders, Option Cancellation Agreements and the Letters of Transmittal are properly completed and duly executed in accordance with the instructions set forth therein, (ii) no stop transfer instructions are outstanding against such warrants, options, certificates Certificates or book-entry positions shares (which determination shall be based solely on the information provided to the Payment Agent under Section 1.1 above), (iii) the certificates Certificates or shares held in book-entry form shares have been duly endorsed or assigned for transfer or have been delivered to the Payment Agent, where requiredas applicable, and are otherwise in proper form for surrender, (iv) any other documents contemplated by a Letter of Transmittal or Option Cancellation Agreement, including a Lost Certificate Affidavit (as defined below), as applicable, are properly completed and duly executed in accordance with the Letter Letters of Transmittal, (v) such shares of capital stock of the Company Capital Stock do not constitute Dissenters’ shares Dissenting Shares or Excluded Shares, and (vi) no payment pursuant to the Merger Agreement was previously made with respect to such shares of capital stock, warrants Company Capital Stock or options of the Companysuch Company Options. The Payment Agent is hereby directed to accept Joinders and Option Cancellation Agreements by electronic transmission in .PDF format or by facsimile. In cases where the Letter of Transmittal Transmittal, Joinder and/or Option Cancellation Agreement has been improperly completed or executed or where the shares, warrants or options shares of Company Capital Stock presented are not in proper form for transfer, or if some other irregularity exists in connection with their surrender, including any irregularity relating to stop transfer instructions, the Payment Agent will consult with the Parent Surviving Corporation and the Stockholder Representative on taking such actions as are necessary to cause such irregularity to be corrected. In this regard, the Payment Agent is authorized to waive an irregularity in connection with the surrender of shares of capital stock, warrants Company Capital Stock or options of the Company Options after review of the irregularity with the Parent Surviving Corporation and the Stockholder Representative and after approval in writing of any an officer or agent of each of the officers or agents of the Parent Surviving Corporation and the Stockholder Representative listed in Section 4.4 herein, provided that the Payment Agent agrees parties hereto agree that waiving such irregularity in accordance with the terms of this Agreement shall not cause the Payment Agent to be subjected to any potential liability related thereto.