Common use of Company Certificates Clause in Contracts

Company Certificates. As soon as reasonably practicable (but in any event within 10 business days) after the Effective Time, the Acquiror shall cause to be mailed to each holder of record of Company Capital Stock that was outstanding immediately prior to the Effective Time (the certificates evidencing such securities being “Company Certificates”) and which were converted into the right to receive shares of Acquiror Common Stock and cash pursuant to Section 2.4(b) the following: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to Acquiror and shall be in such form and have such other provisions as Acquiror may reasonably specify and contain an agreement to be bound by the indemnification provisions hereof); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the number of shares of Acquiror Common Stock and amount of cash specified in this Article 2. Upon surrender of a Company Certificate for cancellation or upon delivery of an affidavit of lost certificate and an indemnity in form and substance reasonably satisfactory to Acquiror’s transfer agent (the “Affidavit”) (together with any required Form W-9 or Form W-8) to Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, Acquiror shall issue or cause to be issued to each tendering holder of a Company Certificate or an Affidavit (each, a “Tendering Company Holder”) the number of shares of Acquiror Common Stock and amount of cash to which such Tendering Company Holder is entitled pursuant to Section 2.4(b), subject to the provisions of Section 2.4(c) (regarding rights of holders of Dissenting Shares), Section 2.4(e) (regarding the continuation of vesting and repurchase rights) and Section 2.7 (regarding the withholding of Escrow Cash). Until Company Certificates are surrendered or an Affidavit is delivered pursuant to this Section 2.9(b), such Company Certificates shall be deemed, for all purposes, to evidence ownership of the number of shares of Acquiror Common Stock and amount of cash which Company Capital Stock shall have been converted pursuant to Section 2.4(b), subject to the provisions of Section 2.4(c) (regarding rights of holders of Dissenting Shares), Section 2.4(e) (regarding the continuation of vesting and repurchase rights) and Section 2.7 (regarding the withholding of Escrow Cash).

Company Certificates. As soon Company will prepare and deliver to Acquirer, not later than three business days prior to the Closing Date, a draft of each of the Net Working Capital Certificate and a spreadsheet (the “Spreadsheet”), in form acceptable to Acquirer and the Exchange Agent (as reasonably practicable (but defined in any event within 10 business days) after Section 7.2(a)), which Spreadsheet will be dated as of the Effective TimeClosing Date and will set forth, as of the Acquiror shall cause to be mailed to each holder of record of Company Capital Stock that was outstanding Closing Date and immediately prior to the Effective Time (in addition to the certificates evidencing other required data and information specified therein): (a) the names of all Company Unitholders and holders of Company Options and their respective addresses; (b) the number and kind of Company Units held by and Company Options held by, such securities being “Persons, and, in the case of outstanding Company Certificates”) Options, the respective instrument numbers and which were converted into the right to receive shares of Acquiror Common Stock and cash plan or agreement pursuant to Section 2.4(bwhich such options were granted and whether such options are New Company Options; (c) the following: exercise price per share in effect for each Company Warrant and Company Option; (id) a letter the vesting status and schedule with respect to Company Options; (e) the calculation of transmittal in customary form (which shall specify that delivery shall be effectedthe Total Merger Consideration, the Cash Amount Per Class A Unit, the Cash Amount Per Class A Unit, the Option Exchange Ratio, and risk the amount of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to Acquiror and shall be in such form and have such other provisions as Acquiror may reasonably specify and contain an agreement cash to be bound by placed in the indemnification provisions hereof)Escrow Fund (as defined in Section 11.1) on behalf of each Effective Time Holder; and (iif) instructions for use in effecting the surrender amount of the cash payable to each Company Certificates Unitholder in exchange for the number of shares of Acquiror Common Stock Company Units held by such Persons (and amount of cash specified in this Article 2. Upon surrender of a Company Certificate for cancellation or upon delivery of an affidavit of lost certificate and an indemnity in form and substance reasonably satisfactory to Acquiror’s transfer agent (the “Affidavit”) (together with any required Form W-9 or Form W-8) to Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, Acquiror shall issue or cause to be issued deducted and withheld from such Persons for Taxes); (g) the amount of cash payable to each tendering holder of a Company Certificate or an Affidavit Warrant in exchange for the Company Warrant held by such Persons (each, and amount of cash required to be deducted and withheld from such Persons for Taxes); (h) the amount of cash payable to each holder of a “Tendering Company Holder”Vested Option in exchange for the Company Vested Option held by such Persons (and amount of cash required to be deducted and withheld from such Persons for Taxes); (i) the number of shares of Acquiror Acquirer Common Stock subject to, and exercise price of, each Acquirer Option issuable to each holder of Company Unvested Options and whether such Acquirer Option is an incentive stock option or non-qualified stock option under the Code (and the amount of cash or options required to which be deducted and withheld from such Tendering Company Persons for Taxes); and (j) each Effective Time Holder’s Pro Rata Share and the interest in dollar terms of each Effective Time Holder is entitled pursuant to Section 2.4(b), subject to in the provisions of Section 2.4(c) (regarding rights of holders of Dissenting Shares), Section 2.4(e) (regarding the continuation of vesting and repurchase rights) and Section 2.7 (regarding the withholding of Escrow Cash). Until Company Certificates are surrendered or an Affidavit is delivered pursuant to this Section 2.9(b), such Company Certificates shall be deemed, for all purposes, to evidence ownership of the number of shares of Acquiror Common Stock and amount of cash which Company Capital Stock shall have been converted pursuant to Section 2.4(b), subject to the provisions of Section 2.4(c) (regarding rights of holders of Dissenting Shares), Section 2.4(e) (regarding the continuation of vesting and repurchase rights) and Section 2.7 (regarding the withholding of Escrow Cash)Fund.

Company Certificates. As soon as reasonably practicable (but in any event within 10 business days) after the Effective Time, the Acquiror shall cause to be mailed to each holder of record of Company Capital Stock that was outstanding immediately prior to the Effective Time (the certificates evidencing such securities being “Company Certificates”) and which were converted into the right to receive shares of Acquiror Common Stock and cash pursuant to Section 2.4(b) the following: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to Acquiror and shall be in such form and have such other provisions as Acquiror may reasonably specify and contain an agreement to be bound by the indemnification provisions hereof); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the number of shares of Acquiror Common Stock and amount of cash specified in this Article 2. Acquiror shall make available to the Company copies of such letter of transmittal and instructions for inclusion in the solicitation of the approval of the Merger and adoption of this Agreement by the Company Stockholders pursuant to Section 6.1(a) or Section 6.2(a), as applicable. Upon surrender of a Company Certificate for cancellation or upon delivery of an affidavit of lost certificate and an indemnity in form and substance reasonably satisfactory to Acquiror’s transfer agent (the “Affidavit”) (together with any required Form W-9 or Form W-8) to Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, Acquiror shall issue or cause to be issued to each tendering holder of a Company Certificate or an Affidavit (each, a “Tendering Company Holder”) the number of shares of Acquiror Common Stock and amount of cash to which such Tendering Company Holder is entitled pursuant to Section 2.4(b), subject to the provisions of Section 2.4(c) (regarding rights of holders of Dissenting Shares), Section 2.4(e) (regarding the continuation of vesting and repurchase rights) and Section 2.7 (regarding the withholding of Escrow Cash). In the event a Tendering Company Holder has delivered all letters of transmittal, Affidavits, and other required documentation to the Exchange Agent at least two business days prior to the Closing Date, Acquiror shall use commercially reasonable efforts to cause the Exchange Agent to issue to such Tendering Company Holder the cash and certificate representing shares of Acquiror Common Stock issuable to such Tendering Company Holder upon or as promptly as possible after the Closing. Until Company Certificates are surrendered or an Affidavit is delivered pursuant to this Section 2.9(b), such Company Certificates shall be deemed, for all purposes, to evidence ownership of the number of shares of Acquiror Common Stock and amount of cash which Company Capital Stock shall have been converted pursuant to Section 2.4(b), subject to the provisions of Section 2.4(c) (regarding rights of holders of Dissenting Shares), Section 2.4(e) (regarding the continuation of vesting and repurchase rights) and Section 2.7 (regarding the withholding of Escrow Cash).

Company Certificates. As soon as reasonably practicable (but in any event within 10 business days) after the Effective Time, the Acquiror shall cause to be mailed to each holder of record of Company Capital Stock that was outstanding immediately prior to the Effective Time (the certificates evidencing such securities being “Company Certificates”) and which were converted into the right to receive shares of Acquiror Common Stock and cash pursuant to Section 2.4(b) the following: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to Acquiror and shall be in such form and have such other provisions as Acquiror may reasonably specify and contain an agreement to be bound by the indemnification provisions hereof); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the number of shares of Acquiror Common Stock and amount of cash specified in this Article 2. Upon surrender of a Company Certificate for cancellation or upon delivery of an affidavit of lost certificate and an indemnity or bond in form and substance reasonably satisfactory to Acquiror’s transfer agent Acquiror (the “Affidavit”) (together with any required Form W-9 or Form W-8) to Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, Acquiror shall issue or cause to be issued to each tendering holder of a Company Certificate or an Affidavit (each, a “Tendering Company Holder”) the number of shares of Acquiror Common Stock and amount of cash to which such Tendering Company Holder is entitled pursuant to Section 2.4(b), subject to the provisions of Section 2.4(c) (regarding rights of holders of Dissenting Shares), Section 2.4(e) (regarding the continuation of vesting and repurchase rights) and ), Section 2.7 (regarding the withholding of General Escrow Shares and General Escrow Cash) and Section 2.8 (regarding the withholding of IP Escrow Shares and IP Escrow Cash). Until Company Certificates are surrendered or an Affidavit is delivered pursuant to this Section 2.9(b), such Company Certificates shall be deemed, for all purposes, to evidence ownership of the number of shares of Acquiror Common Stock and amount of cash which Company Capital Stock shall have been converted pursuant to Section 2.4(b), subject to the provisions of Section 2.4(c) (regarding rights of holders of Dissenting Shares), Section 2.4(e) (regarding the continuation of vesting and repurchase rights) and ), Section 2.7 (regarding the withholding of General Escrow Shares and General Escrow Cash) and Section 2.8 (regarding the withholding of IP Escrow Shares and IP Escrow Cash).