Use of Electronic Records and Signatures. As used in this Agreement, the terms “writing” and “written” include electronic records, and the terms “execute”, “signed” and “signature” include the use of electronic signatures. Notwithstanding any other provision of this Agreement or the attached Exhibits and Schedules, any electronic signature that is presented as the signature of the purported signer, regardless of the appearance or form of such electronic signature, may be deemed genuine by Escrow Agent in Escrow Agent’s sole discretion, and such electronic signature shall be of the same legal effect, validity and enforceability as a manually executed, original, wet-inked signature. Any electronically signed agreement shall be an “electronic record” established in the ordinary course of business and any copy shall constitute an original for all purposes. The terms “electronic signature” and “electronic record” shall have the meanings ascribed to them in 15 USC § 7006. This Agreement and any instruction or other document furnished hereunder may be transmitted by facsimile or as a PDF file attached to an email. Bank Name: Bank Name: Bank Address: Bank Address: ABA number: ABA number: Credit A/C Name: Credit A/C Name: Credit A/C # Credit A/C # If Applicable: If Applicable: FFC A/C Name: FFC A/C Name: FFC A/C #: FFC A/C #: FFC A/C Address: FFC A/C Address: In accordance with the terms of the Agreement and Plan of Merger, dated as of February 12, 2022 (as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Elkay Manufacturing Company, a Delaware corporation (the “Company”), Xxxx Water Solutions Corporation, a Delaware corporation (“Purchaser”), Zebra Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Elkay Interior Systems International, Inc., a Delaware corporation, as representative of the stockholders of the Company for certain purposes described in the Merger Agreement (“Stockholder Representative”), the undersigned (“you” or the “Holder”) hereby delivers this Letter of Transmittal to the Exchange Agent in respect of the Company Shares surrendered with this Letter of Transmittal (collectively, the “Surrendered Shares”) in exchange for the Merger Consideration to which you are entitled under the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement. BY EXECUTING AND DELIVERING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED HOLDER REPRESENTS, WARRANTS, CONFIRMS, AGREES AND COVENANTS TO THE PROVISIONS SET FORTH ON EXHIBIT A HERETO. 1 Note to Draft: Form to be updated for various types of Stockholder entities, including any trust requirements, and for specific stockholders to incorporate references to proxies existing and disclosed under relevant Standstill Agreements. Please complete the schedule below after reading the accompanying Instructions. DELIVERY INSTRUCTIONS Please complete the remainder of this Letter of Transmittal and provide mailing address instructions below. Address City, State, Zip Country COMPLETE ONLY ONE OF THE PAYMENT INSTRUCTION SECTIONS BELOW WITH RESPECT TO CASH CONSIDERATION CHECK PAYMENT INSTRUCTIONS If you wish to have any cash consideration to which you may be entitled under the Merger Agreement sent by check, please complete the remainder of this Letter of Transmittal and provide mailing address instructions below. Address City, State, Zip Country
Appears in 2 contracts
Samples: Merger Agreement (Zurn Water Solutions Corp), Merger Agreement (Zurn Water Solutions Corp)
Use of Electronic Records and Signatures. As used in this Agreement, the terms “writing” and “written” include electronic records, and the terms “execute”, “signed” and “signature” include the use of electronic signatures. Notwithstanding any other provision of this Agreement or the attached Exhibits and Schedules, any electronic signature that is presented as the signature of the purported signer, regardless of the appearance or form of such electronic signature, may be deemed genuine by Escrow Agent Depositary Bank in Escrow AgentDepositary Bank’s sole discretion, and such electronic signature shall be of the same legal effect, validity and enforceability as a manually executed, original, wet-inked signature. Any electronically signed agreement shall be an “electronic record” established in the ordinary course of business and any copy shall constitute an original for all purposes. The terms “electronic signature” and “electronic record” shall have the meanings ascribed to them in 15 USC § 7006. This Agreement and any instruction or other document furnished hereunder may be transmitted by facsimile or as a PDF file attached to an email. Bank Name: Bank Name: Bank Address: Bank Address: ABA number: ABA number: Credit A/C Name: Credit A/C Name: Credit A/C # Credit A/C # If Applicable: If Applicable: FFC A/C Name: FFC A/C Name: FFC A/C #: FFC A/C #: FFC A/C Address: FFC A/C Address: In accordance with the terms Borrower: Bank Name: Bank Address: ABA number: Credit A/C Name: Credit A/C # If Applicable: FFC A/C Name: FFC A/C #: Date of the Agreement and Plan of Mergerthis Accounts Withdrawal Certificate: [ ]1 JPMorgan Chase Bank, dated N.A. as of February 12Depositary Bank Escrow Services 000 Xxxxxxxxxx Xxxx, 2022 00xx Xx Xxxxxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxx/ Xxxxxxxxx Xxxxxxxx Telephone: (000) 000-0000 / (000)-000-0000 Telecopy: (000) 000-0000 With copies to: [Avangrid Vineyard Wind, LLC 0000 XX Xxxxx Xx, Xxx 000 Xxxxxxxx, XX 00000 Attention: General Counsel Banco Santander, S.A., New York Branch as it may be amendedAdministrative Agent 00 X. 00xx Xxxxxx Xxx Xxxx, modified or supplemented from time to timeXX 00000 With a copy to: Banco Santander, the “Merger Agreement”)S.A., by and among Elkay Manufacturing CompanyNew York Branch 00 X. 00xx Xxxxxx Xxx Xxxx, a Delaware corporation (the “Company”), Xxxx Water Solutions Corporation, a Delaware corporation (“Purchaser”), Zebra Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Elkay Interior Systems International, Inc., a Delaware corporation, as representative of the stockholders of the Company for certain purposes described in the Merger Agreement (“Stockholder Representative”), the undersigned (“you” or the “Holder”) hereby delivers this Letter of Transmittal to the Exchange Agent in respect of the Company Shares surrendered with this Letter of Transmittal (collectively, the “Surrendered Shares”) in exchange for the Merger Consideration to which you are entitled under the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement. BY EXECUTING AND DELIVERING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED HOLDER REPRESENTS, WARRANTS, CONFIRMS, AGREES AND COVENANTS TO THE PROVISIONS SET FORTH ON EXHIBIT A HERETO. XX 00000 Tel: 000-000-0000 1 Note to DraftForm: Form Accounts Withdrawal Certificate to be updated for various types delivered no later than 11:00 am (New York City time), at least three (3) Business Days (but no more than ten (10) Business Days) prior to the Proposed Transfer Date (unless such transfer relates to a transfer from the Debt Service Reserve Account pursuant to Section 3 .03(b)(ii) of Stockholder entities, including any trust requirements, the Depositary Agreement and for specific stockholders to incorporate references to proxies existing the Borrower has not delivered an Accounts Withdrawal Certificate by 1:00 p.m. on the Business Day on which such amounts were due and disclosed under relevant Standstill Agreements. Please complete not paid; in which case the schedule below after reading Collateral Agent (acting at the accompanying Instructions. DELIVERY INSTRUCTIONS Please complete direction of the remainder of this Letter of Transmittal and provide mailing address instructions below. Address City, State, Zip Country COMPLETE ONLY ONE OF THE PAYMENT INSTRUCTION SECTIONS BELOW WITH RESPECT TO CASH CONSIDERATION CHECK PAYMENT INSTRUCTIONS If you wish to have any cash consideration to which you may Administrative Agent) shall be entitled under the Merger Agreement sent by check, please complete the remainder of to deliver this Letter of Transmittal and provide mailing address instructions below. Address City, State, Zip CountryAccounts Withdrawal Certificate).
Appears in 1 contract
Samples: Credit Agreement (Avangrid, Inc.)