Letters of Transmittal. On such date on which the Company Proxy Statement (as defined in Section 3.1(c)) is mailed to holders of the Company Common Stock, the Company shall mail to each such holder on the record date established for such holders entitled to notice of and to vote at the Company Stockholders' Meeting (as defined in Section 3.1(c)), a form of letter of transmittal, and other appropriate materials instructing each such holder on the procedures required to receive the Merger Consideration in respect of each share of Company Common Stock.
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. A reasonable amount of time prior to the Merger Effective Time, Parent shall provide to each Existing Company Shareholder a letter of transmittal (“Letter of Transmittal”) which shall contain additional representations, warranties and covenants of such shareholder as to the following matters: (a) such shareholder has full right, power and authority to deliver such Company Shares and Letter of Transmittal; (b) the delivery of such Company Shares will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such shareholder is bound or affected; (c) such shareholder has good, valid and marketable title to all Company Shares indicated in such Letter of Transmittal and that such stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Shares; (d) such shareholder is acquiring the Parent Common Stock for investment purposes and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities Laws of any state, subject to any limitations imposed by the Israeli Tax Ruling; (e) such shareholder has had an opportunity to ask and receive answers to any questions such stockholder may have had concerning the terms and conditions of the Merger and Parent Common Stock and has obtained any additional information that such stockholder has requested; and (f) such shareholder acknowledges that the stock certificates evidencing the shares of Parent Common Stock to be issued to such shareholder shall bear a restrictive legend customarily used in connection with restricted securities within the meaning of Rule 144 under the Securities Act subject to and until the registration thereof as set forth below. The Merger Shares shall be issued to such shareholder, only upon delivery to Parent (or an agent of Parent) of (x) certificates acceptable to Parent and its transfer agent evidencing ownership thereof as contemplated by Section 2.6(a) (or affidavit of lost certificate acceptable to Parent and its transfer agent) and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Section 5.7.
Letters of Transmittal. (a) Promptly following the date hereof, and no later than ten (10) Business Days following the date hereof, the Company shall deliver to each Member and CHP Member a Letter of Transmittal in the form of Exhibit C hereto (a “Letter of Transmittal”) and to each Optionholder who is no longer an employee an Instruction Letter. Promptly following the receipt by the Paying Agent of the Closing Payment contemplated Section 1.9(a), the Paying Agent shall deliver to each Member and CHP Member who delivered to the Representative and Parent a duly completed and executed Letter of Transmittal at least two (2) Business Days prior to the Closing Date in accordance with the instructions therein and any other documents as may be reasonably required pursuant to such instructions the portion of the Estimated Merger Consideration allocated to each such Equityholder in accordance with the Pre-Closing Statement and to the bank account designated in the Member’s or such CHP Member’s Letter of Transmittal. Following the Closing, but subject to Section 1.13(b), upon delivery by a Member or CHP Member that did not receive such portion of the Closing Payment contemplated by Section 1.9(a) at the Closing pursuant to the immediately preceding sentence to the Representative and Parent of a duly completed and executed Letter of Transmittal in accordance with the instructions therein and any other documents as may be reasonably required pursuant to such instructions, the Paying Agent shall pay to the Member or such CHP Member within five (5) Business Days after such delivery, (x) the amounts to which the Member or such CHP Member is entitled to pursuant to the immediately preceding sentence and (y) if the Final Closing Date Merger Consideration has been finally determined as of such time, the amounts to which the Member or such CHP Member is entitled to pursuant to Section 1.11(a), in each case, by wire transfer of immediately available funds to the account designated by the Member or such CHP Member in the Member’s or such CHP Member’s Letter of Transmittal. No interest or dividends will be paid or accrued on the consideration payable to the Member, any CHP Member or any Optionholder hereunder. Until surrendered in accordance with the provisions of this Section 1.13, the Interest and the CHP Common Units shall represent, for all purposes, only the right to receive an amount in cash equal to the applicable portion of the Merger Consideration payable in respect thereto pursuant to this A...
Letters of Transmittal. The letter of transmittal shall specify that, in the event of a termination of this Agreement prior to the Closing pursuant to Article VIII, the Company shall return such certificates to the holder of record.
Letters of Transmittal. Concurrently with the mailing of the Consent Solicitation Statement, BRPA shall cause the Exchange Agent to deliver to each Company Stockholder a letter of transmittal (and any instructions related thereto) in form and substance reasonably acceptable to BRPA and the Surviving Corporation (the “Letter of Transmittal”) to be completed and executed by such Company Stockholder to receive such Company Stockholder’s Per Share Merger Consideration as contemplated by Section 1.3(a) and such Company Stockholder’s pro rata portion of the Earnout Consideration, if payable pursuant to Section 1.8. The Letter of Transmittal will contain, among other things, customary representations of each Company Stockholder relating to (as applicable for Company Stockholders that are individuals) existence, power and authority, due authorization, due execution, enforceability and ownership of the shares of Company Common Stock owned by such Company Stockholder (including shares of Company Common Stock owned by such Company Stockholder resulting from the Preferred Stock Conversion).
Letters of Transmittal. As soon as practicable after the Effective Time, but in no event more than three business days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record of Company Certificates (i) a customary form of letter of transmittal, reasonably acceptable to the Company, specifying that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent, and (ii) instructions for use in surrendering such Company Certificates in exchange for the Merger Consideration. Upon surrender of a Company Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Company Certificate shall be entitled to promptly receive in exchange therefor payment by check of an amount equal to the product of the Merger Consideration multiplied by the number of shares of Company Common Stock formerly represented by the surrendered Company Certificate, after giving effect to any required tax withholding, and the Company Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 2.5(b), each Company Certificate shall be deemed from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. In no event shall the holder of any such surrendered Company Certificate be entitled to receive interest on any cash to be received in the Merger.
Letters of Transmittal. Parent will instruct the Exchange Agent to mail to each holder of record of Certificates who has not previously surrendered such holder's Certificates with a validly executed Form of Election as soon as reasonably practical after the Effective Time, (i) a Letter of Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such holder's Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as shall be agreed upon by the Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration (the "LETTER OF TRANSMITTAL").
Letters of Transmittal. As of the date hereof, the Company shall mail to each holder of Company Capital Stock a Letter of Transmittal and instructions for use in effecting the surrender of Stock Certificates in exchange for the applicable portion of the Merger Consideration pursuant to Section 2.8. The Surviving Corporation shall, no later than five (5) business days after receipt of a Stock Certificate, together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and any other customary documents that the Surviving Corporation may reasonably require in connection therewith, direct the Stockholders’ Representative to pay to the holder of such Stock Certificate a cash amount as provided in Section 2.8 with respect to such Stock Certificate so surrendered and the Stock Certificate shall forthwith be cancelled. Unless otherwise provided herein, no interest shall be paid or shall accrue on any cash payable upon surrender of any Stock Certificate. Until so surrendered, each outstanding Stock Certificate that prior to the Effective Time represented shares of Company Capital Stock shall be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the portion of the Merger Consideration as provided in Section 2.8.
Letters of Transmittal. At least twenty (20) business days shall have elapsed from the date on which the Letters of Transmittal (with respect to the Junior Subordinated Notes only) have been sent pursuant to Section 5.2.
