Surrender Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose shares were converted pursuant to Section 2.2 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as the Buyer and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may by appointed by the Buyer, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requested in such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 4.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Section 4.2. The right of any holder of Shares to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligation.
Surrender Procedures. (i) As soon as reasonably practicable after the Effective Time, but no later than two (2) business days thereafter, Parent shall instruct the Paying Agent to mail to each Company Stockholder other than Company Guaranty Shareholder (i) a letter of transmittal in CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. substantially the form attached hereto as Exhibit K (“Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of certificate(s) formerly representing all of the shares of Company Stock held by such Company Stockholder in exchange for such Company Stockholder’s Stockholder Merger Payment (as defined below). The payment of the appropriate Stockholder Merger Payment to any Company Stockholder listed in Section 2.2(a)(iii) of the Company Disclosure Schedule is conditioned upon the due execution and delivery of such Letter of Transmittal. After the Effective 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 shares of Company Stock held by any Company Stockholder for cancellation, together with such duly executed Letter of Transmittal, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to such Company Stockholder an amount equal to such Company Stockholder’s aggregate Merger Consideration, as set forth in Section 2.2(a)(iii) of the Company Disclosure Schedule (other than any Earn-Out Payment), less such Company Stockholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.2(a)(iii) of the Company Disclosure Schedule (such amount, with respect to each such Company Stockholder, being the “Stockholder Merger Payment”), but without interest, and the certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the applicable Stockholder Merger 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 (A) shall have paid any Transfer Taxes 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 Taxes have bee...
Surrender Procedures. (a) Purchaser shall act as its own exchange agent in the Merger (except for the Escrow Shares).
Surrender Procedures. Promptly after the Effective Time, Sky shall cause the Exchange Agent to mail to each holder of record of an Old Certificate that was converted pursuant to Section 3.01, but that was not deposited with the Exchange Agent pursuant to Section 3.01(e), both (i) a form of letter of transmittal (the “Letter of Transmittal”) specifying that delivery will be effected, and risk of loss and title to the Old Certificates will pass, only upon proper delivery of the Old Certificates to the Exchange Agent and (ii) instructions and procedures for surrendering Old Certificates in exchange for New Certificates. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with such Letter of Transmittal, duly executed, following the Effective Time, the holder of such Old Certificate shall receive in exchange therefor (A) a New Certificate representing that number of whole Sky Common Shares that such holder has the right to receive pursuant to the provisions of this Article III, and/or (B) a check in an amount equal to the sum of the cash to be paid to such holder as part of the Merger Consideration, the cash to be paid in lieu of any fractional Sky Common Shares to which such holder is entitled pursuant to Section 3.03 and/or the cash to be paid in respect of any dividends or distributions to which such holder may be entitled pursuant to Section 3.04(e), after giving effect to any required tax withholdings, and the Old Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Falls Common Shares that is not registered in the transfer records of Falls, a New Certificate representing the proper number of Sky Common Shares may be issued, and/or the cash to be paid as part of the Merger Consideration, in lieu of any fractional Sky Common Shares and/or in respect of any dividends or distributions may be paid, to a transferee if the Old Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.04(c), each Old Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a New Certificate and/or a check in an amount equal to the sum of the cash to be paid as part of the Merger Consideration, the cash to be paid in lieu of any fractional Sky Common Shares and/or the ca...
Surrender Procedures. As promptly as practicable within five (5) business days after the Effective Time, First Citizens shall cause the Exchange Agent to mail to each holder of record of TCNB Common Shares immediately prior to the Effective Time, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the TCNB Certificates shall pass, only upon delivery of such TCNB Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as First Citizens may reasonably specify) and (ii) instructions for use in effecting the surrender of the TCNB Certificates in exchange for the Cash Amount. Upon surrender by such holder of a TCNB Certificate or Certificates evidencing all TCNB Common Shares standing in such holder’s name for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, the holder of such TCNB Certificate or Certificates shall be entitled to receive in exchange therefor an amount of cash, payable by check, equal to the product of (y) the Cash Amount and (z) the number of TCNB Common Share evidenced by the TCNB Certificate or Certificates surrendered by such holder pursuant to the provisions of this Article III, and the TCNB Certificate or Certificates so surrendered shall forthwith be canceled. First Citizens shall cause the Exchange Agent to mail the check in respect of the Cash Amount by U.S. mail, postage prepaid, promptly following receipt of all required documentation. In the event of a transfer of ownership of TCNB Common Shares which is not registered in the transfer records of TCNB, a check in respect of the Cash Amount may be issued to a transferee if the TCNB Certificate representing such TCNB Common Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable share transfer taxes have been paid. Until surrendered as contemplated by this Section 3.02(b), each TCNB Certificate shall be deemed at any time after the Effective Time for all corporate purposes (except as provided in Section 3.02(c)) to represent only the right to receive upon such surrender the Cash Amount and any unpaid dividend or other distribution with respect to such TCNB Common Shares with a record date occurring prior to the effective time as contemplated by this Section 3.02, without interest.
Surrender Procedures. Within seven (7) days after the Effective Time, Second shall cause the Exchange Agent to mail to each holder of record of Commerce Shares immediately prior to the Effective Time, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Commerce Certificates shall pass, only upon delivery of such Commerce Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as Second may reasonably specify) and (ii) instructions for use in effecting the surrender of the Commerce Certificates in exchange for the Cash Amount. Upon surrender by such holder of a Commerce Certificate or Certificates evidencing all Commerce Shares standing in such holder's name for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, the holder of such Commerce Certificate or Certificates shall be entitled to receive in exchange therefor the Cash Amount by a check, which such holder has the right to receive in respect of the Commerce Certificate or Certificates surrendered pursuant to the provisions of this Article Two (after taking into account all Commerce Shares then held by such holder), and the Commerce Certificate or Certificates so surrendered shall forthwith be canceled. Second shall cause the Exchange Agent to mail the exchange check by U.S. mail, postage prepaid, within seven (7) days following receipt of all required documentation. In the event of a transfer of ownership of Commerce Shares which is not registered in the transfer records of Commerce, a check in respect of the Cash Amount, may be issued to a transferee if the Commerce Certificate representing such Commerce Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable share transfer taxes have been paid. Until surrendered
Surrender Procedures. As soon as reasonably practicable after the Effective Time but in no event more than three business days thereafter, Purchaser shall cause the Paying Agent to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 hereof into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery
Surrender Procedures. (a) Purchaser shall act as its own exchange agent in the Merger (except for the Escrow Shares). Prior to the Closing Time, the Corporation shall deliver to each Corporation Stockholder a Transmittal Letter containing instructions for the surrender and exchange of Certificates (as defined below).
Surrender Procedures. (a) Promptly after the Effective Time, Parent shall send, to each Company Stockholder that has not delivered a Letter of Transmittal and Accredited Investor Certification to Parent prior to the Effective Time, at the address and email address provided by the Company in the Consideration Schedule a letter of transmittal in the form of Exhibit E attached hereto (the “Letter of Transmittal”) for use in such exchange. The parties acknowledge that the terms of the Letter of Transmittal include (i) an agreement to be bound by the terms of this Agreement, including Article VIII and Section 9.19 hereof, (ii) other than with respect to a Company Stockholder who will provide services to Parent and its Affiliates after the Closing, a written certification of status as an Accredited Investor, in the form of Exhibit F attached hereto (an “Accredited Investor Certification”), (iii) a joinder to the Parent A-2/B Investor Agreements for Stock Converting Holders, (iv) a release of claims against the Company and related parties, (v) a duly executed Stock Restriction Agreement for Stock Converting Holders and (vi) instructions for use in effecting the surrender of Company Stock Certificates.
Surrender Procedures. (a) Prior to the Effective Time, Parent shall appoint U.S. Bank National Association as the exchange agent in the Merger (the “Exchange Agent”). Promptly after the Effective Time, the Exchange Agent shall send, to each Company Stockholder that has not delivered a Letter of Transmittal and Accredited Investor Certification to Parent prior to the Effective Time, at the address and email address provided by the Company in the Consideration Schedule a letter of transmittal in the form of Exhibit D attached hereto (the “Letter of Transmittal”) for use in such exchange. The parties acknowledge that the terms of the Letter of Transmittal include (i) an agreement to be bound by the terms of this Agreement, including Article VIII and Section 9.20 hereof, (ii) a written certification of status as an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect, under the Securities Act, in the form of Exhibit E attached hereto (an “Accredited Investor Certification”), (iii) a joinder to the Parent Investor Agreements for Stock Converting Holders, (iv) a release of claims against the Company and related parties and (v) instructions for use in effecting the surrender of Company Stock Certificates.
