Transmittal Instructions. As soon as is practical after the Effective Time, shareholders of RRI will be sent transmittal forms for use in forwarding for surrender their stock certificates representing RRI Stock and RRI Class A Preferred Stock for the purpose of exchanging them for certificates representing Company Stock and Company Class A Preferred Stock, as the case may be. The transmittal forms and certificates for the RRI Stock must be sent to Florida Atlantic Stock Transfer, which is the transfer agent (the "Transfer Agent") and registrar for the Company Stock. The transmittal forms and certificates for the RRI Class A Preferred Stock must be sent to the Company as the Company presently acts as its own transfer agent in respect to the Company Class A Preferred Stock. The provisions of Section 2.02 and this Section 2.03 shall not apply to any share of RRI Stock or RRI Class A Preferred Stock in respect of which the holder thereof pursues the remedy of appraisal rights in accordance with applicable Florida law, unless and until such holder has exhausted his/her appraisal rights thereunder, at which time the provisions of Sections 2.02 and 2.03 shall apply in their entirety thereto.

Transmittal Instructions. Promptly after the Effective Time, Acquiror shall cause to be mailed to each person who was, at the Effective Time, a holder of record of issued and outstanding Company Common Stock a form (agreed to by Acquiror and Company) of letter of transmittal and instructions for use in effecting the surrender of the Certificates which, immediately prior to the Effective Time, represented the shares. Acquiror shall make these documents available for hand delivery at Bank and Acquiror's Bank.

Transmittal Instructions. Promptly after the Effective Time, but in no event more than 10 business days after receipt by the Exchange Agent of information concerning Company's shareholders in a form reasonably acceptable to Exchange Agent and sufficient to permit Exchange Agent to do so, Acquiror shall cause to be mailed to each person who was, at the Effective Time, a holder of record of issued and outstanding Company Common Stock a form (agreed to by Acquiror and Company) of letter of transmittal and instructions for use in effecting the surrender of the Certificates which, immediately prior to the Effective Time, represented the shares. Acquiror shall make these documents available for distribution at Bank and Acquiror's Bank.

Transmittal Instructions. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each record holder of a Certificate (i) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to such Certificate will pass, only upon delivery of the Certificate to the Exchange Agent and will be in such form and have such other provisions as Parent will reasonably specify) and (ii) instructions for use in effecting the surrender of Certificates for certificates representing the Kinross Common Shares issuable upon the conversion of the Crown Common Stock represented thereby. Upon the surrender to the Exchange Agent of such Certificates, together with a duly executed and completed letter of transmittal and all other documents and other materials required by the Exchange Agent to be delivered in connection therewith, the holder will be entitled to receive the certificates representing the Kinross Common Shares into which Crown Common Stock represented by the Certificates so surrendered have been converted in accordance with the provisions of this Agreement. Until so surrendered, each outstanding Certificate will be deemed from and after the Effective Time, for all corporate purposes, to evidence the Kinross Common Shares into which the shares of Crown Common Stock represented by such Certificate have been converted in accordance with the provisions of this Agreement or the right to pursue any Dissenter rights the holder may have, as the case may be.

Transmittal Instructions. As soon as is practical after the Effective Time, shareholders of BWI will be sent transmittal forms for use in forwarding for surrender their stock certificates representing BWI Stock for the purpose of exchanging them for certificates representing Company Stock. The transmittal forms and certificates must be sent to Transfer Online, attention Laurie Livingston, 200 Xxxxxxxxx Xxxx Sxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx 00000, xxx xxxx xx xxx xxansfer agent (the "Transfer Agent") and registrar for the Company Stock. The provisions of this Section 2.03 shall not apply to any share of BWI Stock in respect of which the holder thereof pursues the remedy of dissent in accordance with Articles 5.11 through 5.13 of the TBCA unless and until such holder has exhausted his right of dissent thereunder, at which time the provisions of Sections 2.02 and 2.03 shall apply in their entirety thereto.

Transmittal Instructions. As soon as is practical after the Effective Time, shareholders of ICN will be sent transmittal forms for use in forwarding for surrender their stock certificates representing ICN Stock for the purpose of exchanging them for certificates representing Company Stock. The transmittal forms and certificates must be sent to Transfer Online, 227 Southwest Pxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx 00000, xxx xx xxx xxansfer agent (the "Transfer Agent") and registrar for the Company Stock. The provisions of Section 2.02 and this Section 2.03 shall not apply to any share of ICN Stock in respect of which the holder thereof pursues the remedy of dissent in accordance with applicable Florida law, unless and until such holder has exhausted his/her right of dissent thereunder, at which time the provisions of Sections 2.02 and 2.03 shall apply in their entirety thereto.

Related to Transmittal Instructions

Instructions (a) Unless otherwise provided in this Agreement, PFPC shall act only upon Oral Instructions or Written Instructions.
DELIVERY INSTRUCTIONS In the event of a Failed Final Remarketing, Senior Notes that are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM Resources, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7, 2005 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address
Exercise Instructions Subject to the terms and conditions set forth herein, a Shareholder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to exercise the Insolvency Exchange Right with respect to all or any part of the Exchangeable Non-Voting Shares registered in the name of such Shareholder on the books of the Purchaser. To cause the exercise of the Insolvency Exchange Right, the Shareholder shall deliver to the Parent, in person or by certified or registered mail the certificates representing the Exchangeable Non-Voting Shares which such Shareholder desires the Parent to purchase, duly endorsed in blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Non-Voting Shares under the Company Act (British Columbia), and the articles of the Purchaser and such additional documents and instruments as the Parent may reasonably require together with (a) a duly completed form of notice of exercise of the Insolvency Exchange Right, contained on the reverse of or attached to the Exchangeable Non-Voting Share certificates, stating (i) that the Shareholder elects to exercise the Insolvency Exchange Right so as to require the Parent to purchase from the Shareholder the number of Exchangeable Non-Voting Shares specified therein, (ii) that such Shareholder has good title to and owns all such Exchangeable Non-Voting Shares to be acquired by Parent free and clear of all liens, claims and encumbrances, (iii) the name in which the certificates representing Parent Common Shares deliverable in connection with the exercise of the Insolvency Exchange Right are to be issued and (iv) the names and addresses of the persons to whom such new certificates should be delivered, and (b) payment (or evidence satisfactory to the Purchaser and the Parent of payment) of the taxes (if any) payable as contemplated by Section 4.7 of this Agreement. If only a part of the Exchangeable Non-Voting Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by the Parent under the Insolvency Exchange Right, a new certificate for the balance of such Exchangeable Non-Voting Shares shall be issued to the Shareholder at the expense of the Purchaser.
Proper Instructions and Special Instructions “Proper Instructions,” which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund, a Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which are hereby agreed to. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.
Special Instructions As used herein, the term "Special Instructions" shall mean Proper Instructions countersigned or confirmed in writing by the Treasurer or any Deputy or Assistant Treasurer of the applicable Fund or any other person designated by the Treasurer of such Fund in writing, which countersignature or confirmation shall be (i) included on the same instrument containing the Proper Instructions or on a separate instrument relating thereto, and (ii) delivered by hand, by facsimile transmission, or in such other manner as the applicable Fund and the Custodian agree in writing.
Letter of Transmittal Prior to (and in any event, within two (2) Business Days after) the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Stockholder a letter of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Date.
Acting on Instructions; Unclear Instructions (a) Bank is authorized to act under this Agreement (or to refrain from taking action) in accordance with the instructions received by Bank, via telephone, telex, facsimile transmission, or other teleprocess or electronic instruction or trade information system acceptable to Bank ("Instructions"). Bank shall have no responsibility for the authenticity or propriety of any Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify. Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement, provided that Bank shall not be indemnified against or held harmless from any Liabilities arising out of Bank's negligence, bad faith, fraud, or willful misconduct.
Address for Proper Instructions and Special Instructions Proper Instructions and Special Instructions shall be delivered to the Custodian at the address and/or telephone, telecopy or telex number agreed upon from time to time by the Custodian and the applicable Fund.
Transfer Instructions All transfers into and out of the Trust Unallocated Account shall be made upon receipt of, and in accordance with, instructions given by the Trustee to the Custodian. Such instructions shall be given by authenticated SWIFT message or, if for any reason the SWIFT messaging system is not operational, by such other temporary means as the Trustee and the Custodian may agree from time to time. Other information (which shall not constitute an instruction) related to transfers into and out of the Trust Unallocated Account may be sent between the Trustee and the Custodian by email or by such other means as the Trustee and the Custodian may agree from time to time. Any such communication shall be deemed to have been given, made or served upon actual receipt by the recipient.
Wiring Instructions At the Closing, Investor shall advance the Loan proceeds to Sponsor by wire transfer of immediately available funds pursuant to the wiring instructions separately provided.

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