Common use of Letter of Transmittal Clause in Contracts

Letter of Transmittal. As promptly as practicable after the Effective Time, and in any event not later than the third Business Day thereafter, Parent shall cause the Paying Agent to mail to each holder of record of Company Common Shares (other than Excluded Shares) a form of letter of transmittal (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to any Certificates shall pass, only upon delivery of such Certificates to the Paying Agent and shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may specify subject to the Company’s reasonable approval), together with instructions thereto.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Ares Management LLC), Agreement and Plan of Merger (Cincinnati Bell Inc)

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Letter of Transmittal. As promptly as practicable after the Effective Time, and in any event not later than the third Business Day thereafter, Parent shall cause the Paying Exchange Agent to mail to each holder of record of Company Common Shares Stock (other than Excluded Shares) a form of letter of transmittal (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to any Certificates shall pass, only upon delivery of such Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may specify subject to the Company’s reasonable approval), together with instructions thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hawaiian Telcom Holdco, Inc.), Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Cincinnati Bell Inc)

Letter of Transmittal. As reasonably promptly as practicable after the Effective Time, Time (and in any event not later than within three (3) Business Days after the third Business Day thereafterEffective Time), Parent shall cause the Paying Agent to mail to each holder of record of Company Common Shares Stock (other than Excluded Sharesthe Company, its Subsidiaries, Parent and Merger Sub) a form of letter of transmittal (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to any the Certificates shall pass, only upon delivery of such the Certificates to the Paying Agent and Agent, shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may specify subject to the Company’s reasonable approval, and shall be prepared prior to the Closing), together with instructions thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Qlik Technologies Inc), Agreement and Plan of Merger (Bottomline Technologies Inc)

Letter of Transmittal. As reasonably promptly as practicable after the Effective Time, Time (and in any event not later than within three Business Days after the third Business Day thereafterEffective Time), Parent shall cause the Paying Agent to mail to each holder of record of Company Common Shares (other than Excluded Shares) Stock a form of letter of transmittal (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to any the Certificates shall pass, only upon delivery of such the Certificates to the Paying Agent and Agent, shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may specify subject to the Company’s reasonable approval, and shall be prepared prior to the Closing), together with instructions thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Life Time Fitness, Inc.)

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Letter of Transmittal. As reasonably promptly as practicable after the Effective Time, Time (and in any event not later than within three (3) Business Days after the third Business Day thereafterEffective Time), Parent shall cause the Paying Agent to mail to each holder of record of Company Common Shares (other than Excluded Shares) Stock a form of letter of transmittal (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to any the Certificates shall pass, only upon delivery of such the Certificates to the Paying Agent and Agent, shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may specify subject to the Company’s reasonable approval, and shall be prepared prior to the Closing), together with instructions thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ExamWorks Group, Inc.)

Letter of Transmittal. As reasonably promptly as practicable after the Effective Time, Time (and in any event not later than within three Business Days after the third Business Day thereafterEffective Time), Parent shall cause the Paying Agent to mail to each holder of record of Company Common Shares Stock (other than Excluded Shares) a form of letter of transmittal (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to any the Certificates shall pass, only upon proper delivery of such the Certificates to the Paying Agent and Agent, shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may specify subject to the Company’s reasonable approvalapproval (not to be unreasonably withheld, conditioned or delayed), and shall be prepared prior to the Closing), together with instructions thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mocon Inc)

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