Common use of Transmittal Materials Clause in Contracts

Transmittal Materials. Promptly after the Effective Time (and in any event within two (2) Business Days thereafter), the Surviving Entity shall cause the Paying Agent to mail or otherwise provide to each former holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding (i) Shares, if any (“Common Certificates”) or (ii) Company Preferred Stock, if any (“Preferred Certificates” and together with the Common Certificates, the “Certificates”), and each former holder of record of (i) Shares held in book-entry form (“Common Book-Entry Shares”) (other than holders of Cancelled Shares) or (ii) shares of Company Preferred Stock held in book-entry form (“Preferred Book-Entry Shares” and together with the Common Book-Entry Shares, the “Book-Entry Shares”) (in each case, other than holders of Cancelled Shares) (A) transmittal materials, including a letter of transmittal in customary form as agreed by the Parties, specifying that delivery shall be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent or, with respect to Book-Entry Shares, only upon proper delivery of an “agent’s message” regarding the book-entry transfer of Book-Entry Shares (or such other evidence, if any, of the book-entry transfer of Book-Entry Shares as the Paying Agent may reasonably request), such transmittal materials to be in such form and to have such other provisions as Parent and the Company may reasonably agree, and (B) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares, as applicable, in exchange for the Per Share Merger Consideration or the New Merger Sub Preferred Equity, as applicable, to which the holder thereof is entitled.

Transmittal Materials. Promptly after the Effective Time (and in any event within two (2) three Business Days thereafter), Parent and the Surviving Entity Company shall cause the Paying Agent to mail or otherwise provide to each former holder of Shares of record of a certificate or certificates that immediately prior to the Effective Time represented issued and outstanding (i) Shares, if any (“Common Certificates”) or (ii) Company Preferred Stock, if any (“Preferred Certificates” and together with the Common Certificates, the “Certificates”), and each former holder of record of (i) Shares held in book-entry form (“Common Book-Entry Shares”) (other than holders of Cancelled Shares) or (ii) shares of Company Preferred Stock held in book-entry form (“Preferred Book-Entry Shares” and together with the Common Book-Entry Shares, the “Book-Entry Shares”) (in each case, other than holders of Cancelled Excluded Shares, Dissenting Shares and Shares represented by ADSs) and each former holder of certificates representing Company Warrants (the “Warrant Certificates”) and each former holder of Company Warrants held in book-entry form (“Book-Entry Warrants”) (A) transmittal materials, including a letter of transmittal in customary form as agreed by the Parties, specifying that delivery shall be effected, and risk of loss and title to the Certificates and Warrant Certificates will pass, only upon proper delivery of the Certificates or Warrant Certificates to the Paying Agent or, with respect to Book-Entry SharesShares or Book-Entry Warrants, only upon proper delivery of an “agent’s message” regarding the book-entry transfer of Book-Entry Shares or Book-Entry Warrants (or such other evidence, if any, of the book-entry transfer of Book-Entry Shares as the Paying Agent may reasonably request), such transmittal materials to be in such form and to have such other provisions as Parent and the Company may reasonably agree, and (B) instructions for use in effecting the surrender of the Certificates or Warrant Certificates or exchange of Book-Entry Shares or Book-Entry SharesWarrants, as applicable, in exchange for the Per Share Merger aggregate Closing Consideration payable in respect thereof. Promptly following any Shares ceasing to be Dissenting Shares (and in any event within five Business Days thereafter), Parent shall cause the Paying Agent to mail or otherwise provide to the New Merger Sub Preferred Equity, as applicable, to which applicable shareholders the holder thereof is entitleddocuments described in the immediately preceding sentence.

Transmittal Materials. Promptly As promptly as reasonably practicable after the Effective Time (and in any event within two (2) four Business Days thereafterafter the Effective Time), the Surviving Entity Parent shall cause the Paying Agent to mail mail, or otherwise provide in the case of book-entry shares, to each former holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding (i) Shares, if any (“Company Common Certificates”) or (ii) Company Preferred Stock, if any (“Preferred Certificates” and together with the Common Certificates, the “Certificates”), and each former holder of record of (i) Shares held in book-entry form (“Common Book-Entry Shares”) Stock (other than holders of Cancelled Shares) shares to be canceled or (ii) converted into shares of the Surviving Company Preferred Stock held in book-entry form accordance with Section 2.01(b), Company Restricted Shares to be converted to cash in accordance with Section 2.04 and Dissenting Shares): (“Preferred Book-Entry Shares” and together with the Common Book-Entry Shares, the “Book-Entry Shares”) (in each case, other than holders of Cancelled Shares) (Ai) transmittal materials, including a form of letter of transmittal in customary such form and with such other provisions as agreed by Parent may specify, subject to the PartiesCompany’s reasonable approval, specifying and which shall be prepared prior to Closing (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title shall pass (A) with respect to the Certificates will passshares evidenced by Certificates, only upon proper delivery of the Certificates to the Paying Agent orof a duly, completely and validly executed Letter of Transmittal, such Certificates (or affidavits of loss in lieu of Certificates as provided in Section 2.02(i)) and such other documents as the Paying Agent may reasonably request and (B) with respect to Bookbook-Entry Sharesentry shares, only upon proper delivery to the Paying Agent of an “agent’s message” regarding the book-entry transfer of Bookbook-Entry Shares entry shares (or such other evidence, if any, of the book-entry transfer of Book-Entry Shares as the Paying Agent may reasonably request), such transmittal materials to be in such form and to have such other provisions as Parent and the Company may reasonably agree), and (Bii) instructions for use in effecting the surrender of book-entry shares or Certificates (or affidavits of loss in lieu of the Certificates or Book-Entry Shares, as applicable, provided in Section 2.02(i)) to the Paying Agent in exchange for payment of the Per Share Merger Consideration or the New Merger Sub Preferred Equity, as applicable, into which such shares of Company Common Stock have been converted pursuant to which the holder thereof is entitledSection 2.01.