Procedure for Deficient Items. You will examine the letters of transmittal and certificates, if any, for Old UHS Shares received by you as Exchange Agent to ascertain whether they appear to you to have been completed and executed in accordance with the instructions set forth in the applicable Letter of Transmittal. In the event you determine that any Letter of Transmittal does not appear to you to have been properly completed or executed, or where the certificates, if any, representing Old UHS Shares do not appear to you to be in proper form for surrender, or any other deficiency in connection with the surrender appears to you to exist, you will follow, where possible, your regular procedures to attempt to cause such irregularity to be corrected. You are not authorized to waive any deficiency in connection with the surrender, unless the Company provides you with written authorization to waive such deficiency. If any such deficiency is neither corrected nor waived, you will return to the surrendering stockholder (at your option by either first class mail under a blanket surety bond or subject to insurance protecting you and the Company from losses or liabilities arising out of the non-receipt or non-delivery of Old UHS Shares, as applicable, or by registered mail insured separately for the value of such Old UHS Shares, as applicable), at such stockholder’s address as set forth in the applicable Letter of Transmittal, any certificates for Old UHS Shares surrendered in connection therewith, the related Letter of Transmittal and any other documents received with such Old UHS Shares.
Appears in 1 contract
Sources: Merger Agreement (Federal Street Acquisition Corp.)
Procedure for Deficient Items. You will examine the letters Letter of transmittal Transmittal and certificates, if any, for Old UHS Shares any other documents received by you as Exchange Agent to ascertain whether they appear to you to have been properly completed and duly executed in accordance with the instructions set forth in the applicable Letter of Transmittal. In the event you determine that any Letter of Transmittal does not appear to you to have been properly completed or duly executed, or where the certificates, if any, representing Old UHS Shares do not appear to you to be in proper form for surrender, or any other deficiency in connection with the surrender delivery of a Letter of Transmittal appears to you to exist, you will followtake, where possible, your regular procedures any reasonably necessary or advisable actions to attempt to cause such irregularity issue to be corrected, including, informing the presenter of the need for fulfillment of all requirements. You are not authorized to waive any deficiency in connection with the surrendercompletion, execution or delivery of a Letter of Transmittal, unless designated Persons from the Company provides provide you with written authorization to waive such the deficiency. If any such deficiency is neither corrected nor waived, you will return to the surrendering delivering stockholder (at your option by either first class mail under a blanket surety bond or subject to insurance protecting you and the Company from losses or liabilities arising out of the non-receipt or non-delivery of Old UHS Shares, as applicable, the Letter of Transmittal or by registered mail insured separately for the value of such the Old UHS Shares, as applicable), Shares covered by the Letter of Transmittal) at such stockholder’s 's address as set forth in the applicable Letter of Transmittal, any certificates for Old UHS Shares surrendered in connection therewith, Transmittal the related original Letter of Transmittal and any other documents received with respect to such Old UHS Shares.
Appears in 1 contract
Sources: Exchange Agent Agreement (Wayzata Investment Partners LLC)