Common use of Proper Form Clause in Contracts

Proper Form. The Payment Agent will examine the Letters of Transmittal and certificates representing Shares delivered or mailed to the Payment Agent by 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 the certificates (which determination shall be based solely on the information provided to the Payment Agent under Section 2.1 above), (iii) the stock certificates 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 do not constitute Dissenting Shares, and (vi) 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 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 Securityholder (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 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 seek instructions from Parent and the Securityholders Representative and will, thereafter, take such actions as are reasonably within its authority under this Agreement to cause such irregularity to be corrected. The Payment Agent is not authorized to waive an irregularity in connection with the surrender of Shares, except following receipt of the prior written approval of an Authorized Representative of Parent and the Securityholders Representative authorizing the Payment Agent to waive such irregularity; provided that the Payment Agent 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 certificates representing Shares delivered or mailed to the Payment Paying Agent by 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 the such certificates (which determination shall be based solely on the information provided to the Payment Paying Agent under Section 2.1 1.1 above), (iii) the stock certificates 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 do not constitute Dissenting Dissenters' Shares, and (vi) the documentation received from the Stockholder includes the properly completed and executed applicable Tax Form. If the applicable Tax Form is not provided no payment pursuant to the 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) Merger Agreement was previously made with respect to such Securityholder Shares (and such payments will be subject to applicable withholding other than as set forth in Section 3.6 belowspecifically provided for herein). In cases where the Letter of Transmittal has been improperly completed or executed or where the Shares 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 seek instructions from consult with the Parent and the Securityholders Representative and will, thereafter, take Seller Representatives on taking such actions as are reasonably within its authority under this Agreement necessary to cause such irregularity to be corrected. The Payment In this regard, the Paying Agent is not authorized to waive an irregularity in connection with the surrender of Shares, except following receipt Shares after review of the prior written approval of an Authorized Representative of irregularity with the Parent and the Securityholders Representative authorizing the Payment Agent to waive such irregularity; Seller Representatives and after approval in writing by each, provided that the Payment Paying Agent and Parent agree agrees that Parent and the Securityholders Representative waiving such irregularity in accordance with this Agreement shall not cause the Payment Paying 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 Agent will examine the Letters of Transmittal Transmittal, Joinder and certificates representing Shares Indemnification Agreements (the “Joinders”), a form of which is attached hereto as Exhibit B, Option Cancellation Agreements, a form of which is attached hereto as Exhibit C, and the Certificates and/or book-entry shares delivered or mailed to the Payment Agent by 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 the certificates such Certificates or book-entry shares (which determination shall be based solely on the information provided to the Payment Agent under Section 2.1 1.1 above), (iii) the stock certificates Certificates or book-entry 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 shares of Company Capital Stock do not constitute Dissenting Shares or Excluded Shares, and (vi) the documentation received from the Stockholder includes the properly completed and executed applicable Tax Form. If the applicable Tax Form is not provided no payment pursuant to the Merger Agreement was previously made with respect to such shares of Company Capital Stock or such Company Options. The Payment Agent is hereby directed to accept Joinders and Option Cancellation Agreements by a Securityholder, electronic transmission in .PDF format 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 Securityholder (and such payments will be subject to applicable withholding as set forth in Section 3.6 below)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 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 seek instructions from Parent consult with the Surviving Corporation and the Securityholders Stockholder Representative and will, thereafter, take on taking such actions as are reasonably within its authority under this Agreement necessary to cause such irregularity to be corrected. The In this regard, the Payment Agent is not authorized to waive an irregularity in connection with the surrender of Shares, except following receipt shares of Company Capital Stock or Company Options after review of the prior written irregularity with the Surviving Corporation and the Stockholder Representative and after approval in writing of an Authorized Representative officer or agent of Parent each of the Surviving Corporation and the Securityholders Stockholder Representative authorizing the Payment Agent to waive such irregularity; listed in Section 4.4 herein, provided that the Payment Agent and Parent parties hereto agree that Parent and the Securityholders Representative 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. 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 Agent will examine the Letters of Transmittal and warrants, options, certificates representing Shares and/or book-entry positions for shares of capital stock of the Company delivered or mailed to the Payment Agent by the Stockholders 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 the such warrants, options, certificates or book-entry positions (which determination shall be based solely on the information provided to the Payment Agent under Section 2.1 1.1 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 shares of capital stock of the Company do not constitute Dissenting Dissenters’ shares or Excluded Shares, and (vi) the documentation received from the Stockholder includes the properly completed and executed applicable Tax Form. If the applicable Tax Form is not provided no payment pursuant to the Payment Agent by a SecurityholderMerger Agreement was previously made with respect to such shares of capital stock, warrants 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 options of the Closing Date Payment and any subsequent Escrow Fund Payments (as defined below) to such Securityholder (and such payments will be subject to applicable withholding as set forth in Section 3.6 below)Company. In cases where the Letter of Transmittal has been improperly completed or executed or where the Shares 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 seek instructions from consult with the Parent and the Securityholders Representative and will, thereafter, take on taking such actions as are reasonably within its authority under this Agreement necessary to cause such irregularity to be corrected. The In this regard, the Payment Agent is not authorized to waive an irregularity in connection with the surrender of Sharesshares of capital stock, except following receipt warrants or options of the prior written approval Company after review of an Authorized Representative of the irregularity with the Parent and the Securityholders Representative authorizing and after approval in writing of any of the Payment Agent to waive such irregularity; officers or agents of the Parent and the Representative listed in Section 4.4 herein, provided that the Payment Agent and Parent agree agrees 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.