Common use of Letters of Transmittal Clause in Contracts

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 Agreement.

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 Seller a Letter of Transmittal in a form mutually agreed to by Parent and the form of Exhibit C hereto Company (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 Estimated Closing Payment contemplated Section 1.9(a)Consideration, the Paying Agent shall deliver to each Member and CHP Member Seller who delivered to the Representative and Parent a duly completed and executed Letter of Transmittal and Surrendered Certificates(s) 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 Closing Consideration allocated to each such Equityholder Seller in accordance with the Pre-Closing Statement and to the bank account designated in the Member’s or such CHP MemberSeller’s Letter of Transmittal. Following the Closing, but subject to Section 1.13(b1.13(c), upon delivery by a Member or CHP Member Seller that did not receive such portion of the Estimated Closing Payment contemplated by Section 1.9(a) at Consideration promptly following 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 instructionsSurrendered Certificate(s), the Paying Agent shall pay to the Member or such CHP Member Seller within five (5) Business Days after such delivery, (x) the amounts to which the Member or such CHP Member Seller 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 Seller is entitled to pursuant to Section 1.11(a1.10(e), in each case, by wire transfer of immediately available funds to the account designated by the Member or such CHP Member Seller in the Member’s or such CHP MemberSeller’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 Seller hereunder. Until surrendered in accordance with At the provisions Effective Time, all Common Stock will cease to exist and each share of this Section 1.13, Common Stock outstanding immediately prior to the Interest Effective Time (including any Stock Certificate that prior to the Effective Time represented such shares of Common Stock) shall be deemed from and after the CHP Common Units shall representEffective Time, for all purposes, only to evidence the right to receive an amount in cash equal to the applicable portion of the Merger Consideration payable as provided in respect thereto pursuant Section 1.6(b) and of the Other Seller Payments as provided in Section 1.11. If after the Effective Time, any Stock Certificate is presented to the Paying Agent, it shall be exchanged as provided in this AgreementSection 1.13(a).

Letters of Transmittal. (a) Promptly following the date hereof, and no later than ten (10) Business Days following the date hereof, the Company The Exchange Agent shall deliver to provide each Member and CHP Member Seller with a Letter form of Transmittal letter of transmittal in substantially the form of attached as Exhibit C hereto A (a “Letter of Transmittal”) and to each Optionholder who is instructions for effecting the cancelation of Shares (and surrender of Certificates). The Exchange Agent shall, no longer an employee an Instruction Letter. Promptly following later than the receipt Closing Date (or if a Letter of Transmittal has not been received by the Paying Exchange Agent of on or before the Closing Payment contemplated Section 1.9(a)Date, then three (3) Business Days after receipt of such Certificates, as the Paying Agent shall deliver to each Member case may be, and CHP Member who delivered to the Representative and Parent a such Letter of Transmittal duly completed and validly executed Letter of Transmittal at least two (2) Business Days prior to the Closing Date in accordance with the instructions therein thereto), or after receipt of any Post-Closing Consideration (provided that the Exchange Agent shall have received such Certificates and any other documents as may be reasonably required pursuant to such instructions the portion Letter of the Estimated Merger Consideration allocated to each such Equityholder Transmittal duly completed and validly executed in accordance with the Pre-Closing Statement instructions thereto), pay, when and as such amounts are received by the Exchange Agent and upon such other conditions as are set forth in this Agreement, the Exchange Agent Agreement or the Letter of Transmittal with respect to the bank account designated in the Member’s or Shares, to such CHP Member’s Letter of Transmittal. Following the ClosingSeller, 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 and any Post-Closing Consideration pursuant to Section 1.11(a), in each case, by wire transfer 1.02(a) into which such Shares shall have been converted as a result of immediately available funds to the account designated by the Member or Merger and any such CHP Member in the Member’s or such CHP Member’s Letter of TransmittalShares and Certificate shall forthwith be canceled. No interest or dividends will shall be paid or accrued shall accrue on the consideration any cash payable upon surrender of any Shares. Until so surrendered, each outstanding Certificate that prior to the Member, any CHP Member or any Optionholder hereunder. Until surrendered in accordance with Effective Time represented Shares (other than Dissenting Shares) shall be deemed from and after the provisions of this Section 1.13, the Interest and the CHP Common Units shall representEffective Time, for all purposes, to evidence only the right to receive an amount in cash equal to the applicable a portion of the Merger consideration as provided in Section 1.02(a). If after the Effective Time, any Certificate is presented to the Exchange Agent, it shall be canceled and exchanged as provided in this Section 1.06(a). For the avoidance of doubt and notwithstanding anything herein to the contrary, the holders of Dissenting Shares shall not be entitled to receive any portion of the Aggregate Consideration payable in respect thereto pursuant of such Dissenting Shares. Without the Securityholder Representative’s prior written consent, Purchaser shall not permit any amendment or modification to this Agreementthe form of Letter of Transmittal attached as Exhibit A by any Seller in a manner that would be materially adverse to any other Seller.

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 Stockholder a Letter of Transmittal in the form of Exhibit C hereto hereto, with such changes as mutually negotiated by the Parties in good faith to reflect the addition of a customary release provision and a customary indemnity provision with respect to the representations, warranties and covenants contained in such Letter of Transmittal (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 by Section 1.9(a1.9(e), the Paying Agent shall deliver to each Member and CHP Member Stockholder who delivered to the Representative and Parent a duly completed and executed Letter of Transmittal and Surrendered Certificates(s) at least two (2) Business Days prior to the Closing Date in accordance with the instructions therein Series A Preferred Amount and any other documents as may be reasonably required pursuant to such instructions the a portion of the Estimated Merger Consideration allocated to each such Equityholder Stockholder in accordance with the Pre-Closing Statement and to the bank account designated in the Member’s or such CHP MemberStockholder’s Letter of Transmittal. Following the Closing, but subject to Section 1.13(b1.13(c), upon delivery by a Member or CHP Member Stockholder that did not receive such 18204139.13 227114-1002218204139.10 PG-170-2 portion of the Closing Payment contemplated by Section 1.9(a1.9(e) 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 instructionsSurrendered Certificate(s), the Paying Agent shall pay to the Member or such CHP Member Stockholder within five (5) Business Days after such delivery, (x) the amounts to which the Member or such CHP Member Stockholder 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 Stockholder 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 Stockholder in the Member’s or such CHP MemberStockholder’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 Stockholder hereunder. Until surrendered in accordance with the provisions of this Section 1.13, the Interest and the CHP Common Units Shares 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 Agreement.