Common use of Surrender and Payment Procedures Clause in Contracts

Surrender and Payment Procedures. As soon as reasonably practicable after the date 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 Holder (other than the Company Award Holders, the procedure for which is described in clause (f) below), (i) a letter of transmittal, in the form set forth in Exhibit 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 (the “Letter of Transmittal”), and (ii) instructions for use in effecting the surrender of Certificate(s) formerly representing all the Company Capital Stock held by such Company Holder in exchange for the Merger Consideration payable to such Company Holder. Such payment is conditioned upon (i) the due execution and delivery of such Letter of Transmittal, (ii) a properly executed Form W-9 or Form W-8BEN (or W-8BEN-E) or other applicable Form W-8, if applicable, from such holder in form and substance acceptable to the Paying Agent and (iii) any other documents as may be reasonably requested by the Paying Agent or the Buyer’s transfer agent. As soon as reasonably practicable after the Effective Time after receipt by the Paying Agent of Certificate(s), properly endorsed or otherwise in proper form for transfer, formerly representing all the Company Capital Stock held by any Company Holder for cancellation, together with such duly executed Letter of Transmittal and any 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 will, in exchange therefor and in reliance on the representations and warranties herein and therein, deliver to such Company Holder the cash portion of the Per Share Closing Consideration and the Transfer Agent shall promptly provide a statement reflecting the book entry position of the stock portion of the Per Share Closing Consideration issued to such Company Holder.

Surrender and Payment Procedures. As soon as reasonably practicable (i) Promptly after the date hereof signing of this Agreement (but but, in any event, no event later than one ten (10) Business Days prior to the Closing Date), the Company shall, or shall cause the Paying Agent to, mail to every holder of record of Capital Stock: (1) Business Day after a Letter of Transmittal and Release (the date hereof)“Letter of Transmittal and Release”) in substantially the form attached as Exhibit G, Buyer will instruct the Paying Agent to mail and (as soon as reasonably practicable following delivery by the Company 2) instructions for use of the information Letter of Transmittal and documents Release in effecting the Paying Agent reasonably requests surrender of certificates or instruments which immediately prior to effect the Effective Time represented issued and outstanding Capital Stock that were converted into the right to receive consideration pursuant to Sections 3.1(a) and 3.1(b) (the “Certificates”) in exchange for such mailing) to each Company Holder (Certificates. The Letter of Transmittal and Release provides, among other than the Company Award Holdersthings, the procedure for which is described in clause (f) below), (i) a letter of transmittal, in the form set forth in Exhibit E, which will specify that delivery will of Certificates shall be effected, and risk of loss and title to any Certificate(s) formerly representing Company Capital Stock will Certificates shall pass, only upon receipt of such Certificate(s) thereof by the Company and Acquiror (in the case of the Major Holders desiring to receive such Major Holder’s portion of net Merger Consideration directly at Closing) or Paying Agent (the “Agent, together with a properly completed and duly executed Letter of Transmittal”)Transmittal and Release, and (ii) instructions for use in duly executed on behalf of each Person effecting the surrender of Certificate(ssuch Certificates, and that the Stockholders agree to be bound by the provisions of Section 4.1(b) formerly representing all and agree to release the Company Capital Stock held by such Company Holder in exchange for and the Merger Consideration payable Surviving Corporation from certain claims, rights, liabilities and causes of action solely related to such Company Holder. Such payment is conditioned upon (i) the due execution and delivery of such Letter of Transmittal, holder’s status as a stockholder. (ii) a properly executed Form W-9 At the Closing, or Form W-8BEN (or W-8BEN-E) or other applicable Form W-8if delivered following the Closing, if applicable, from such holder in form and substance acceptable to the Paying Agent and (iii) any other documents as may be reasonably requested by the Paying Agent or the Buyer’s transfer agent. As soon as reasonably practicable after the Effective Time after receipt by date of delivery to the Paying Agent of Certificate(s), properly endorsed or otherwise in proper form for transfer, formerly representing all the Company Capital Stock held by any Company Holder for cancellationa Certificate, together with such a properly completed and duly executed Letter of Transmittal and Release and any other documents as may be reasonably requested by documentation required thereby, the Paying Agent (but in no event more than five (5) Business Days after the receipt holder of record of such materialsCertificate shall be entitled to receive a check or amount via wire transfer representing the cash amount that such holder has the right to receive pursuant to Sections 3.1(a)(i), the Paying Agent will3.1(b)(i)(A) and 3.1(b)(ii)(A) in respect of such Certificate, in exchange therefor and in reliance on the representations and warranties herein and therein, deliver to such Company Holder the cash portion of the Per Share Closing Consideration and the Transfer Agent Certificate shall promptly provide a statement reflecting the book entry position of the stock portion of the Per Share Closing Consideration issued to such Company Holderbe canceled.

Surrender and Payment Procedures. As soon as reasonably practicable after the date hereof (Effective Time, but in no event later than one (1) five Business Day after Days thereafter, 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 Holder (other than the Company Award Holders, the procedure for which is described in clause (f) below), Person listed on Schedule 2.5.2 (i) a letter of transmittal, in the form set forth in Exhibit E, 2.9.2 (which will specify that delivery will be effected, and risk of loss and title to any Certificate(scertificate(s) formerly representing Company Capital Stock Member Interests will pass, only upon receipt of such Certificate(s) certificates by the Paying Agent (the “Letter of Transmittal”), Agent) and (ii) instructions for use in effecting the surrender of Certificate(scertificate(s) formerly representing all the Company Capital Stock Member Interests held by such Company Holder Member in exchange for the Member Merger Consideration payable to such Company HolderPayment (as defined below). Such payment is conditioned upon (i) the due execution and delivery of such Letter letter of Transmittal, (ii) a properly executed Form W-9 or Form W-8BEN (or W-8BEN-E) or other applicable Form W-8, if applicable, from such holder in form transmittal and substance acceptable to the Paying Agent and (iii) any other documents as may be reasonably requested by the Paying Agent or the Buyer’s transfer agentAgent. As soon as reasonably practicable after After the Effective Time Time, within five Business Days after receipt by the Paying Agent of Certificate(scertificate(s), properly endorsed or otherwise in proper form for transfer, formerly representing all the Company Capital Stock Member Interests held by any Company Holder Member for cancellation, together with such duly executed Letter letter of Transmittal transmittal and any 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)Agent, the Paying Agent will, in exchange therefor and in reliance on the representations and warranties herein and therein, deliver pay to such Company Holder 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 cash “Member Merger Payment”), in each case payable without interest and subject to applicable Tax withholding. If payment of any portion of the Per Share Closing Consideration and applicable Member Merger Payment is to be made to a Person other than the Transfer Agent shall promptly provide Person in whose name the surrendered certificate(s) are registered, it will be a statement reflecting condition of payment that the book entry position Person requesting such payment (A) will have paid any Taxes required by reason of the stock portion payment of those amounts to a Person other than the registered holder of the Per Share Closing Consideration issued certificate(s) surrendered, and will have established to the satisfaction of the Buyer that such Taxes have been paid, or (B) will have established to the satisfaction of the Buyer that such Taxes are not applicable. From and after the Effective Time, until surrendered as contemplated by this Section 2.9.2, each certificate formerly representing Company HolderMember Interests will be deemed to represent for all purposes only the right to receive the applicable consideration set forth in this ARTICLE 2, if any, in respect of such interests formerly represented thereby in accordance with the terms hereof and in the manner provided herein.

Surrender and Payment Procedures. As soon as reasonably practicable after the date hereof (Effective Time, but in no event later than one two (12) Business Day after Days thereafter, 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 Holder (other than the Company Award Holders, the procedure for which is described in clause (f) below), (i) a letter of transmittal, in the form set forth in Exhibit EF, which will (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 “Letter of Transmittal”), and (ii) instructions for use in effecting the surrender of Certificate(s) formerly representing all the Company Capital Stock held by such Company Holder in exchange for the Merger Consideration payable to such Company Holder. Such payment is conditioned upon (iA) the due execution and delivery of such Letter of TransmittalTransmittal (including the release set forth in Section 2.8(f)), (iiB) a properly executed Form W-9 or Form W-8BEN (or W-8BEN-E) or other applicable Form W-8, if applicable, from such holder in form and substance acceptable to the Paying Agent and (iiiC) any other documents as may be reasonably requested by the Paying Agent or the Buyer’s transfer agentAgent. As soon as reasonably practicable after After the Effective Time Time, within five (5) Business Days after receipt by the Paying Agent of Certificate(s), properly endorsed or otherwise in proper form for transfer, formerly representing all the Company Capital Stock held by any Company Holder for cancellation, together with such duly executed Letter of Transmittal (including the release set forth in Section 2.8(f)) and any 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)Agent, the Paying Agent will, in exchange therefor and in reliance on the representations and warranties herein and therein, deliver to such Company Holder a check or wire transfer in the cash portion of the Per Share Closing Consideration and the Transfer Agent shall promptly provide a statement reflecting the book entry position of the stock portion of the Per Share Closing Consideration issued to amount that such Company HolderHolder is entitled pursuant to the Allocation Schedule.