Common use of Letters of Transmittal Clause in Contracts

Letters of Transmittal. As promptly as practicable after the date hereof, each Combination Party listed on Schedule 5.2 shall cause to be mailed to each of the respective stockholders and/or holders of Junior Subordinated Notes listed on Schedule 5.2 the form of Letter of Transmittal. Each Combination Party shall ensure that, with respect to members of such Combination Party’s Corporate Group only, on or after the applicable effective time of the merger or mergers so specified herein, each holder of a certificate for then issued and outstanding Equity Securities and/or Junior Subordinated Notes subject to one or more mergers or voluntary exchanges, as applicable, pursuant to this Agreement (a “Certificate”), upon surrender of (i) such Certificate and (ii) the completed Letter of Transmittal, in each case to the Combination Party or other entity so designated in the Letter of Transmittal, shall be entitled to receive from the Combination Party or other entity so designated the applicable consideration per share (or accreted principal amount of Junior Subordinated Note) designated herein multiplied by the number of shares (or accreted principal amount of Junior Subordinated Note) represented by such Certificate so tendered. Notwithstanding the foregoing, if any Certificate shall be lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, and the indemnifying of the Combination Party or other entity so designated in the Letter of Transmittal with respect thereto, the designated Combination Party or other entity will issue in exchange for such lost, stolen or destroyed Certificate, the consideration deliverable in respect thereof pursuant to this Agreement. Except with respect to interest payable in kind in respect of any Junior Subordinated Note, no interest will be paid or accrued on any cash payable to holders of Certificates. Pending such surrender and exchange, a holder’s Certificate or Certificates shall be deemed for all purposes to evidence the right to receive the per share (or accreted principal amount of Junior Subordinated Note) consideration payable pursuant to this Agreement multiplied by the number of shares (or accreted principal amount of Junior Subordinated Note) represented by such Certificate.

Letters of Transmittal. As promptly as practicable after the date hereofNotes and any other required documents should be sent to the Depositary only, each Combination Party listed on Schedule 5.2 shall cause and the method of delivery of such documents to be mailed to each the Depositary is at the election and risk of the respective stockholders and/or holders of Junior Subordinated Holder tendering such Notes listed on Schedule 5.2 the form of and delivering such Letter of TransmittalTransmittal and any other required documents. Each Combination Party shall ensure thatQuestions and requests for assistance may be directed to Xxxxxxxxx, with respect to members of such Combination Party’s Corporate Group onlyXxxxxx & Xxxxxxxx Securities Corporation, on the Dealer Manager for the Offer (the "Dealer Manager" or after the applicable effective time of the merger or mergers so specified herein, each holder of a certificate for then issued and outstanding Equity Securities and/or Junior Subordinated Notes subject to one or more mergers or voluntary exchanges, as applicable, pursuant to this Agreement (a “Certificate”"DLJ"), upon surrender at its address and telephone numbers set forth on the back cover page of (i) such Certificate and (ii) the completed Letter this Offer to Purchase. Additional copies of Transmittalthis Offer to Purchase, in each case to the Combination Party or other entity so designated in the Letter of Transmittal, shall the Notice of Guaranteed Delivery and other related materials may be entitled to receive obtained from the Combination Party or other entity so designated the applicable consideration per share (or accreted principal amount of Junior Subordinated Note) designated herein multiplied by the number of shares (or accreted principal amount of Junior Subordinated Note) represented by such Certificate so tenderedDealer Manager. Notwithstanding the foregoingAny Holder whose Notes have been mutilated, if any Certificate shall be lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, and the indemnifying of the Combination Party or other entity so designated in the Letter of Transmittal with respect thereto, the designated Combination Party or other entity will issue in exchange for such lost, stolen or destroyed Certificateshould contact the Trustee at its address and telephone number set forth in Section 7 for further instructions. THIS OFFER TO PURCHASE DOES NOT CONSTITUTE AN OFFER TO PURCHASE IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. THE DELIVERY OF THIS OFFER TO PURCHASE SHALL NOT UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN OR IN ANY ATTACHMENTS HERETO OR IN THE AFFAIRS OF PURCHASER OR ANY OF ITS SUBSIDIARIES SINCE THE DATE HEREOF. AVAILABLE INFORMATION Purchaser currently files reports and other information with the consideration deliverable in respect thereof pursuant to this AgreementSecurities and Exchange Commission (the "SEC"). Except Such reports and other information can be inspected and copied at the public reference facilities maintained by the SEC at Room 0000, Xxxxxxxxx Xxxxx, 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, and at the SEC's regional offices at Room 0000, Xxxxxxxx Center, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material may be obtained from the Public Reference Section of the SEC at Judiciary Plaza, 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, at prescribed rates. Such material may also be accessed electronically by means of the SEC's home page on the Internet at xxxx://xxx.xxx.xxx. Such reports and other information concerning Purchaser also may be inspected at the offices of the Nasdaq Stock Market Report Section at 0000 X Xxxxxx, Xxxxxxxxxx, X.X. 00000. Purchaser's Annual Report on Form 10-K for the year ended December 31, 1997, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998 and its Current Report on Form 8-K dated April 9, 1998 have been filed by Purchaser with respect to interest payable in kind in respect of any Junior Subordinated Notethe SEC, no interest will be paid or accrued on any cash payable to holders of Certificates. Pending such surrender are incorporated herein by reference and exchange, a holder’s Certificate or Certificates shall be deemed to be a part hereof. All documents and reports filed by Purchaser with the SEC after the date of this Offer to Purchase and prior to the termination of the Offer shall be deemed incorporated herein by reference and shall be deemed to be a part hereof from the date of filing of such documents and reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for all purposes of this Offer to evidence Purchase to the right extent that a statement contained herein or in any subsequently filed document or report that also is or is deemed to receive be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offer to Purchase. Purchaser will provide without charge, upon written or oral request, to each person to whom a copy of this Offer to Purchase is delivered, a copy of any of the per share documents of Purchaser (or accreted principal amount of Junior Subordinated Noteother than exhibits to such documents unless such exhibits are specifically incorporated by reference) consideration payable pursuant to this Agreement multiplied incorporated by the number of shares reference herein. ALL STATEMENTS CONTAINED HEREIN THAT ARE NOT HISTORICAL FACTS, INCLUDING BUT NOT LIMITED TO, STATEMENTS REGARDING PURCHASER'S PLANS FOR FUTURE DEVELOPMENT AND OPERATION OF ITS BUSINESS, ARE BASED ON CURRENT EXPECTATIONS. THESE STATEMENTS ARE FORWARD-LOOKING IN NATURE AND INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER MATERIALLY. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY ARE THE FOLLOWING: A LACK OF SUFFICIENT CAPITAL TO FINANCE THE PURCHASER'S BUSINESS PLAN ON TERMS SATISFACTORY TO PURCHASER; PRICING PRESSURES WHICH COULD AFFECT DEMAND FOR PURCHASER'S SERVICE; CHANGES IN LABOR, EQUIPMENT AND CAPITAL COSTS; PURCHASER'S INABILITY TO DEVELOP AND IMPLEMENT NEW SERVICES SUCH AS HIGH-SPEED INTERNET ACCESS, TWO-WAY MULTI-MEDIA SERVICES AND DIGITAL VIDEO; PURCHASER'S INABILITY TO OBTAIN THE NECESSARY AUTHORIZATIONS FROM THE FEDERAL COMMUNICATIONS COMMISSION (or accreted principal amount of Junior Subordinated NoteTHE "FCC") represented by such Certificate.FOR SUCH NEW SERVICES; COMPETITIVE FACTORS, SUCH AS THE INTRODUCTION OF NEW TECHNOLOGIES AND COMPETITORS INTO THE WIRELESS COMMUNICATIONS BUSINESS; A FAILURE BY PURCHASER TO ATTRACT STRATEGIC PARTNERS; GENERAL BUSINESS AND ECONOMIC CONDITIONS; AND THE OTHER RISK FACTORS DESCRIBED FROM TIME TO TIME IN PURCHASER'S REPORTS FILED WITH THE SEC. PURCHASER WISHES TO CAUTION READERS NOT TO PLACE UNDUE RELIANCE ON ANY SUCH FORWARD-LOOKING STATEMENTS, WHICH STATEMENTS ARE MADE PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, AND AS SUCH, SPEAK ONLY AS OF THE DATE MADE. TABLE OF CONTENTS Page 1. PURPOSE OF THE OFFER; SUMMARY...................................1

Letters of Transmittal. As promptly as practicable The Company shall, no later than five (5) Business Days after the date hereofof this Agreement, each Combination Party listed on Schedule 5.2 shall cause to be mailed deliver to each Seller a letter of transmittal in customary form to each Seller, as prepared by the Company and reasonably acceptable to Parent, which letter of transmittal shall, among other things, (A) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the respective stockholders and/or holders Certificates to the Exchange Agent, (B) contain instructions for use in effecting the surrender of Junior Subordinated Notes listed the Certificates (or duly executed affidavit of loss in lieu thereof) in exchange for the Merger Consideration, (C) require such Seller (other than the ESOP and the Person identified on Section 1.1(g)(ii) of the Company Disclosure Schedule 5.2 (the form “Specified Person”) to complete and deliver to Parent an accredited investor questionnaire in customary form, (D) require such Seller (other than the ESOP and the Specified Person) to consent to the identification by Parent of such Seller as a selling stockholder in the Registration Statement and to provide customary information and representations in connection therewith, (E) require such Seller (other than the ESOP) to waive any rights such Seller may have to demand appraisal of such Shares pursuant to Chapter 13 of the CGCL and require the ESOP to acknowledge that it has voted at the meeting of the shareholders of the Company contemplated by the Seller Notice and not exercised any rights it may have to demand and properly demand appraisal of such Shares pursuant to Chapter 13 of the CGCL, (F) require such Seller to waive certain claims against (I) the Acquired Companies (but not, for the avoidance of doubt, any claims for indemnification in connection with any D&O Indemnified Claims) and (II) the ESOP Trustee (provided that the ESOP shall not be required to waive any claims pursuant to the engagement letter by and between the Company and the ESOP Trustee (or any other related Contract) or the waiver of which would be in conflict with applicable Law (including the ESOP Trustee’s fiduciary duties), (G) require such Seller to authorize and appoint Sellers’ Representative for the purposes set forth in this Agreement, and (H) require such Seller to deliver an IRS Form W-9 (the “Letter of Transmittal”). Each Combination Party The Company shall ensure thatuse reasonable best efforts to cause each Seller to deliver a fully completed and executed Letter of Transmittal and any applicable Tax forms that Parent or the Exchange Agent may reasonably require in connection therewith as soon as reasonably practicable following the date hereof but, in any event, at least seven (7) days prior to the Closing Date (except with respect to members of such Combination Party’s Corporate Group only, on or after the applicable effective time of the merger or mergers so specified herein, each holder ESOP Trustee). Upon surrender of a certificate Certificate (or duly executed affidavit of loss in lieu thereof) for then issued and outstanding Equity Securities and/or Junior Subordinated Notes subject cancellation to one or more mergers or voluntary exchanges, as the Exchange Agent (if applicable, pursuant to this Agreement (a “Certificate”), upon surrender of (i) together with such Certificate and (ii) the completed Letter of Transmittal, duly executed and completed in each case to accordance with the Combination Party instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of any Certificate or other entity so designated in the Letter of Transmittal, Book-Entry Share shall be entitled entitled, from and after the Effective Time, to receive from in exchange therefor the Combination Party or other entity so designated Merger Consideration into which the applicable consideration per share (or accreted principal amount of Junior Subordinated Note) designated herein multiplied by the aggregate number of shares (or accreted principal amount of Junior Subordinated Note) Shares previously represented by such Certificate or Book-Entry Share shall have been converted pursuant to Section 1.1(e)(i)(B), and the Certificate so tenderedsurrendered shall forthwith be cancelled (if applicable). Notwithstanding Subject to Section 1.1(h), in the foregoingevent of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made and shares of Parent Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if any and only if such Certificate shall be lost, stolen properly endorsed or destroyed, upon the making of an affidavit of that fact by otherwise be in proper form for transfer and the Person claiming requesting such payment shall pay to Parent or any agent designated thereby any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to be lost, stolen or destroyed, and the indemnifying satisfaction of the Combination Party or other entity so designated in the Letter of Transmittal with respect thereto, the designated Combination Party or other entity will issue in exchange for Parent that such lost, stolen or destroyed Certificate, the consideration deliverable in respect thereof pursuant to this Agreement. Except with respect to interest payable in kind in respect of any Junior Subordinated Note, no interest will be Tax has been paid or accrued on any cash payable to holders of Certificates. Pending such surrender and exchange, a holder’s Certificate or Certificates shall be deemed for all purposes to evidence the right to receive the per share (or accreted principal amount of Junior Subordinated Note) consideration payable pursuant to this Agreement multiplied by the number of shares (or accreted principal amount of Junior Subordinated Note) represented by such Certificateis not applicable.

Letters of Transmittal. As promptly as practicable after Not later than five (5) days following the date hereofexecution of this Agreement, each Combination Party listed on Schedule 5.2 the Company shall cause to be mailed deliver to each holder of record of any shares of the respective stockholders and/or holders Company’s Common Stock (each, a “Stockholder” and collectively, the “Stockholders”) a letter of Junior Subordinated Notes listed on Schedule 5.2 transmittal in the form of attached hereto as Exhibit A (the “Letter of Transmittal”). Each Combination Party Subject to Section 1.03, as soon as practical following receipt thereof, each Stockholder shall ensure thatsurrender to the Company the Certificates, duly endorsed in blank or accompanied by duly executed stock powers, representing the Common Stock held by such Stockholder, and shall deliver to Company a Letter of Transmittal duly completed and validly executed in accordance with respect the instructions therein and any other documents as may be reasonably required pursuant to members of such Combination Party’s Corporate Group only, on or instructions. Promptly after the applicable effective time Closing and delivery of the merger or mergers relevant documents referenced in the preceding sentence by a Stockholder, the Surviving Company shall, in accordance with the terms of this Agreement, deliver to such Stockholder its Pro Rata Share of the Merger Consideration to which such Stockholder is entitled under Section 1.06, subject to any applicable withholding Tax requirements. To the extent that amounts are so specified hereinwithheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Stockholder in respect of which such deduction and withholding was made. Until so surrendered, each holder such Certificate shall represent solely the right to receive a Stockholder’s Pro Rata Share of a certificate for then issued and outstanding Equity Securities and/or Junior Subordinated Notes subject to one or more mergers or voluntary exchanges, as applicable, the Merger Consideration into which the shares of Common Stock it theretofore represented shall have been converted pursuant to this Agreement (a “Certificate”Section 1.02(a), upon surrender of (i) such Certificate without interest, and (ii) neither the completed Letter of Transmittal, in each case to Surviving Company nor the Combination Party or other entity so designated in the Letter of Transmittal, Purchaser shall be entitled required to receive from pay the Combination Party or other entity so designated holder thereof shares of Class A Common Stock of the applicable consideration per share (or accreted principal amount of Junior Subordinated Note) designated herein multiplied by the number of shares (or accreted principal amount of Junior Subordinated Note) represented by Purchaser to which such Certificate so tenderedStockholder would otherwise have been entitled. Notwithstanding the foregoing, if any such Certificate shall be have been lost, stolen or destroyed, then, upon the making of an affidavit of that such fact by the Person Stockholder claiming such Certificate to be lost, stolen or destroyed, destroyed and the indemnifying providing of an indemnity by such Stockholder in favor of the Combination Party or other entity so designated in Purchaser and the Letter of Transmittal Surviving Company against any claim that may be made against it with respect theretoto such Certificate, the designated Combination Party or other entity will issue Surviving Company shall issue, in exchange for such lost, stolen or destroyed Certificate, the consideration deliverable Stockholder’s Pro Rata Share of the Merger Consideration to be paid in respect thereof pursuant of the shares of Common Stock represented by such Certificate, as contemplated by Section 1.06, subject to this Agreementany applicable withholding Tax requirements. Except with respect Notwithstanding the foregoing, no Party shall be liable to interest payable in kind any Person in respect of any Junior Subordinated Note, no interest will be paid or accrued on any cash payable amount properly delivered to holders of Certificates. Pending such surrender and exchange, a holder’s Certificate or Certificates shall be deemed for all purposes to evidence the right to receive the per share (or accreted principal amount of Junior Subordinated Note) consideration payable public official pursuant to this Agreement multiplied by the number of shares (any applicable abandoned property, escheat or accreted principal amount of Junior Subordinated Note) represented by such Certificatesimilar Law.