Common use of Surrender and Payment Procedures Clause in Contracts

Surrender and Payment Procedures. (i) Parent shall instruct the Paying Agent to, as soon as reasonably practicable after the Effective Time, mail to each Company Stockholder as of the Effective Time that has not already executed and delivered to Parent or Paying Agent a letter of transmittal in substantially the form attached hereto as Exhibit I (a “Stockholder Letter of Transmittal”) at the address provided by the Company in the Transaction Schedule (A) a Stockholder Letter of Transmittal and (B) instructions for use in effecting the surrender of certificate(s) representing all of the shares of Company Capital Stock held by such Company Stockholder in exchange for the Stock Closing Payment that is payable in respect of the shares of Company Capital Stock formerly represented by such certificate(s). The payment of the Stock Closing Payment with respect to each such certificate(s) is conditioned upon (1) the execution and delivery of such Stockholder Letter of Transmittal, (2) the delivery of such certificates, and (3) the delivery to the Paying Agent of a properly completed and duly executed IRS Form W-9 or IRS Form W-8BEN (or suitable substitute form) establishing an exemption from backup withholding. Promptly after receipt by the Paying Agent of such certificate(s), properly endorsed or otherwise in proper form for transfer or cancellation, together with such duly executed Stockholder Letter of Transmittal and IRS form, the Paying Agent shall, in exchange therefor, pay to such Company Stockholder the Stock Closing Payment payable in respect of the shares of Company Capital Stock formerly represented by the certificate(s) surrendered, but without interest and subject to applicable withholding and other Taxes, and the certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the applicable Stock Closing Payment is to be made to a Person other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (x) shall have paid any transfer and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall have established to the satisfaction of the Surviving Corporation that such Tax has been paid, or (y) shall have established to the satisfaction of the Surviving Corporation that such Tax is not applicable. From and after the Effective Time, until surrendered as contemplated by this Section 3.03(b), each certificate formerly representing shares of Company Capital Stock shall be deemed to represent for all purposes only the right to receive the consideration payable in respect of the shares of Company Capital Stock formerly represented thereby in accordance with the terms hereof and in the manner provided herein.

Surrender and Payment Procedures. (i) Parent shall instruct the Paying Agent to, as As soon as reasonably practicable after the Effective Timedate hereof (but in no event later than one (1) Business Day after the date hereof), Buyer will instruct the Paying Agent to mail (as soon as reasonably practicable following delivery by the Company of the information and documents the Paying Agent reasonably requests to effect such mailing) to each Company Stockholder as of Holder (other than the Effective Time that has not already executed and delivered to Parent or Paying Agent Company Award Holders, the procedure for which is described in clause (f) below), (i) a letter of transmittal transmittal, in substantially the form attached hereto as set forth in Exhibit I E, which will specify that delivery will be effected, and risk of loss and title to any Certificate(s) formerly representing Company Capital Stock will pass, only upon receipt of such Certificate(s) by the Paying Agent (a the “Stockholder Letter of Transmittal”) at the address provided by the Company in the Transaction Schedule (A) a Stockholder Letter of Transmittal ), and (Bii) instructions for use in effecting the surrender of certificate(sCertificate(s) formerly representing all of the shares of Company Capital Stock held by such Company Stockholder Holder in exchange for the Stock Closing Payment that is Merger Consideration payable in respect of the shares of to such Company Capital Stock formerly represented by such certificate(s)Holder. The Such payment of the Stock Closing Payment with respect to each such certificate(s) is conditioned upon (1i) the due execution and delivery of such Stockholder Letter of Transmittal, (2ii) the delivery of a properly executed Form W-9 or Form W-8BEN (or W-8BEN-E) or other applicable Form W-8, if applicable, from such certificates, holder in form and (3) the delivery substance acceptable to the Paying Agent of a properly completed and duly executed IRS Form W-9 (iii) any other documents as may be reasonably requested by the Paying Agent or IRS Form W-8BEN (or suitable substitute form) establishing an exemption from backup withholdingthe Buyer’s transfer agent. Promptly As soon as reasonably practicable after the Effective Time after receipt by the Paying Agent of such certificate(sCertificate(s), properly endorsed or otherwise in proper form for transfer or transfer, formerly representing all the Company Capital Stock held by any Company Holder for cancellation, together with such duly executed Stockholder Letter of Transmittal and IRS formany other documents as may be reasonably requested by the Paying Agent (but in no event more than five (5) Business Days after the receipt of such materials), the Paying Agent shallwill, in exchange therefortherefor and in reliance on the representations and warranties herein and therein, pay deliver to such Company Stockholder Holder the Stock Closing Payment payable in respect of the shares of Company Capital Stock formerly represented by the certificate(s) surrendered, but without interest and subject to applicable withholding and other Taxes, and the certificate(s) so surrendered shall forthwith be canceled. If payment of any cash portion of the applicable Stock Per Share Closing Payment is to be made to Consideration and the Transfer Agent shall promptly provide a Person other than statement reflecting the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (x) shall have paid any transfer and other Taxes required by reason book entry position of the payment of those amounts to a Person other than the registered holder stock portion of the certificate(s) surrendered, and shall have established Per Share Closing Consideration issued to the satisfaction of the Surviving Corporation that such Tax has been paid, or (y) shall have established to the satisfaction of the Surviving Corporation that such Tax is not applicable. From and after the Effective Time, until surrendered as contemplated by this Section 3.03(b), each certificate formerly representing shares of Company Capital Stock shall be deemed to represent for all purposes only the right to receive the consideration payable in respect of the shares of Company Capital Stock formerly represented thereby in accordance with the terms hereof and in the manner provided hereinHolder.

Surrender and Payment Procedures. (i) Parent shall instruct the Paying Agent to, as As soon as reasonably practicable after the Effective Time, but no later than two (2) Business Days thereafter, the Buyer will instruct the Paying Agent to mail to each Company Stockholder as of the Effective Time that has not already executed and delivered to Parent or Paying Agent Holder (i) a letter of transmittal transmittal, in substantially the form attached hereto as set forth in Exhibit I F, which will (a I) specify that delivery will be effected, and risk of loss and title to any Certificate(s) formerly representing Company Capital Stock will pass, only upon receipt of such Certificate(s) by the Paying Agent and (II) contain the release set forth in Section 2.8(f) (the “Stockholder Letter of Transmittal”) at the address provided by the Company in the Transaction Schedule (A) a Stockholder Letter of Transmittal ), and (Bii) instructions for use in effecting the surrender of certificate(sCertificate(s) formerly representing all of the shares of Company Capital Stock held by such Company Stockholder Holder in exchange for the Stock Closing Payment that is Merger Consideration payable in respect of the shares of to such Company Capital Stock formerly represented by such certificate(s)Holder. The Such payment of the Stock Closing Payment with respect to each such certificate(s) is conditioned upon (1A) the due execution and delivery of such Stockholder Letter of TransmittalTransmittal (including the release set forth in Section 2.8(f)), (2B) the delivery of a properly executed Form W-9 or Form W-8BEN (or W-8BEN-E) or other applicable Form W-8, if applicable, from such certificates, holder in form and (3) the delivery substance acceptable to the Paying Agent of a properly completed and duly executed IRS Form W-9 or IRS Form W-8BEN (or suitable substitute formC) establishing an exemption from backup withholdingany other documents as may be reasonably requested by the Paying Agent. Promptly After the Effective Time, within five (5) Business Days after receipt by the Paying Agent of such certificate(sCertificate(s), properly endorsed or otherwise in proper form for transfer or transfer, formerly representing all the Company Capital Stock held by any Company Holder for cancellation, together with such duly executed Stockholder Letter of Transmittal (including the release set forth in Section 2.8(f)) and IRS formany other documents as may be reasonably requested by the Paying Agent, the Paying Agent shallwill, in exchange therefortherefor and in reliance on the representations and warranties herein and therein, pay deliver to such Company Stockholder Holder a check or wire transfer in the Stock Closing Payment payable in respect of the shares of amount that such Company Capital Stock formerly represented by the certificate(s) surrendered, but without interest and subject to applicable withholding and other Taxes, and the certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the applicable Stock Closing Payment Holder is to be made to a Person other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (x) shall have paid any transfer and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall have established entitled pursuant to the satisfaction of the Surviving Corporation that such Tax has been paid, or (y) shall have established to the satisfaction of the Surviving Corporation that such Tax is not applicable. From and after the Effective Time, until surrendered as contemplated by this Section 3.03(b), each certificate formerly representing shares of Company Capital Stock shall be deemed to represent for all purposes only the right to receive the consideration payable in respect of the shares of Company Capital Stock formerly represented thereby in accordance with the terms hereof and in the manner provided hereinAllocation Schedule.

Surrender and Payment Procedures. (i) Parent shall instruct With respect to the Paying Agent toKey Stockholders, as soon as reasonably practicable within three (3) Business Days prior to the Closing, and with respect to all other Company Stockholders, promptly after the Effective Time, mail Parent shall deliver or instruct the Paying Agent to deliver to each Company Stockholder as of the Effective Time that has not already executed and delivered to Parent or Paying Agent a letter of transmittal in substantially the form attached hereto as Exhibit I (a “Stockholder Letter of Transmittal”) at the address provided by the Company in the Transaction Schedule (A) a Stockholder Letter letter of Transmittal transmittal in substantially the form attached hereto as Exhibit G and (B) instructions for use in effecting the surrender of certificate(s) representing all of the shares of Company Capital Stock held by such Company Stockholder in exchange for the Stock Closing Payment that is payable in respect of the shares of Company Capital Stock formerly represented by such certificate(s). The payment of the Stock Closing Payment with respect to each such certificate(s) is conditioned upon (1) the execution and delivery of such Stockholder Letter letter of Transmittal, transmittal and (2) the delivery of such certificates, and (3) the delivery to the Paying Agent of a properly completed and duly executed IRS Form W-9 or IRS Form W-8BEN (or suitable substitute form) establishing an exemption from backup withholding. Promptly after receipt by the Paying Agent of such certificate(s), properly endorsed or otherwise in proper form for transfer or transfer, for cancellation, together with such duly executed Stockholder Letter letter of Transmittal and IRS formtransmittal, the Paying Agent shall, in exchange therefor, pay to such Company Stockholder the Stock Closing Payment payable in respect of the shares of Company Capital Stock formerly represented by the certificate(s) surrendered, but without interest and subject to applicable withholding and other Taxesinterest, and the certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the applicable Stock Closing Payment is to be made to a Person other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (x) shall have paid any transfer and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall have established to the satisfaction of the Surviving Corporation that such Tax has been paid, or (y) shall have established to the satisfaction of the Surviving Corporation that such Tax is not applicable. From and after the Effective Time, until surrendered as contemplated by this Section 3.03(b3.04(b), each certificate formerly representing shares of Company Capital Stock shall be deemed to represent for all purposes only the right to receive the consideration payable in respect of the shares of Company Capital Stock formerly represented thereby in accordance with the terms hereof and in the manner provided herein. Notwithstanding the foregoing, Parent shall use commercially reasonable efforts to cause the Paying Agent to deliver the Stock Closing Payment to each Key Stockholder and the Warrant Closing Payment to the holder of the Warrant on the Closing Date and, in any event, promptly after the Effective Time for (A) any Key Stockholder that delivers the fully completed and duly executed letter of transmittal, together with wire instructions and the applicable Tax forms, and (B) the holder of the Warrant (to the extent the Warrant is outstanding and unexercised as of the Effective Time) if the holder delivers wire instructions and the applicable Tax forms, each within one (1) Business Day prior to the Closing Date.

Surrender and Payment Procedures. (i) Parent shall instruct the Paying Agent to, as As soon as reasonably practicable after the Effective Time, but no later than five Business Days thereafter, the Buyer will instruct the Paying Agent to mail to each Company Stockholder as of the Effective Time that has not already executed and delivered to Parent or Paying Agent Person listed on Schedule 2.5.2 (i) a letter of transmittal transmittal, in substantially the form attached hereto as set forth in Exhibit I 2.9.2 (a “Stockholder Letter which will specify that delivery will be effected, and risk of Transmittal”loss and title to any certificate(s) at the address provided formerly representing Company Member Interests will pass, only upon receipt of such certificates by the Company in the Transaction Schedule (APaying Agent) a Stockholder Letter of Transmittal and (Bii) instructions for use in effecting the surrender of certificate(s) formerly representing all of the shares of Company Capital Stock Member Interests held by such Company Stockholder Member in exchange for the Stock Closing Member Merger Payment that is payable in respect of the shares of Company Capital Stock formerly represented by such certificate(s(as defined below). The Such payment of the Stock Closing Payment with respect to each such certificate(s) is conditioned upon (1) the due execution and delivery of such Stockholder Letter letter of Transmittal, (2) the delivery of such certificates, transmittal and (3) the delivery to any other documents as may be reasonably requested by the Paying Agent of a properly completed and duly executed IRS Form W-9 or IRS Form W-8BEN (or suitable substitute form) establishing an exemption from backup withholdingAgent. Promptly After the Effective Time, within five Business Days after receipt by the Paying Agent of such certificate(s), properly endorsed or otherwise in proper form for transfer or transfer, formerly representing all the Company Member Interests held by any Member for cancellation, together with such duly executed Stockholder Letter letter of Transmittal transmittal and IRS formany other documents as may be reasonably requested by the Paying Agent, the Paying Agent shallwill, in exchange therefortherefor and in reliance on the representations and warranties herein and therein, pay to such Company Stockholder Member an amount equal to (1) such Member’s Closing Consideration, less (2) such Member’s Escrow Amount (such amount, with respect to each such Member, being the Stock Closing Payment “Member Merger Payment”), in each case payable in respect of the shares of Company Capital Stock formerly represented by the certificate(s) surrendered, but without interest and subject to applicable withholding and other Taxes, and the certificate(s) so surrendered shall forthwith be canceledTax withholding. If payment of any portion of the applicable Stock Closing Member Merger Payment is to be made to a Person other than the Person in whose name the surrendered certificate(s) are registered, it shall will be a condition of payment that the Person requesting such payment (xA) shall will have paid any transfer and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall will have established to the satisfaction of the Surviving Corporation Buyer that such Tax has Taxes have been paid, or (yB) shall will have established to the satisfaction of the Surviving Corporation Buyer that such Tax is Taxes are not applicable. From and after the Effective Time, until surrendered as contemplated by this Section 3.03(b)2.9.2, each certificate formerly representing shares of Company Capital Stock shall Member Interests will be deemed to represent for all purposes only the right to receive the applicable consideration payable set forth in this ARTICLE 2, if any, in respect of the shares of Company Capital Stock such interests formerly represented thereby in accordance with the terms hereof and in the manner provided herein.