Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. (i) Promptly after the Effective Time (and in any event within three Business Days thereafter), the Surviving Company shall cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or transfer of the Book Entry Shares to the Paying Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares) to the Paying Agent (the “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or the Book Entry Shares to the Paying Agent in exchange for payment of the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) of cash that such holder has the right to receive pursuant to Section 4.1(a).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (JMP Group LLC), Agreement and Plan of Merger (JMP Group LLC)

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Procedures for Surrender. (i) Promptly after the Effective Time (and in any event within three Business Days thereafter)Time, the Surviving Company Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f5.3(e)) or transfer of the Book Book-Entry Shares to the Paying Agent Agent, such materials to be in such form and have such other provisions as Parent desires with approval of the Company (including customary provisions with respect such approval not to delivery of an “agent’s message” with respect to Book Entry Sharesbe unreasonably withheld, conditioned or delayed) to the Paying Agent (the “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f5.3(e)) or the Book Book-Entry Shares to the Paying Agent in exchange for payment of the amount (after giving effect aggregate Merger Consideration to any required Tax withholdings as provided in Section 4.2(h)) of cash that which such holder has the right to receive holders are entitled pursuant to Section 4.1(a)the terms of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Primoris Services Corp), Agreement and Plan of Merger (Willbros Group, Inc.\NEW\)

Procedures for Surrender. (i) Promptly after the Effective Time (and in any event within three Business Days thereafter), the Surviving Company Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or transfer of the Book Entry Shares to the Paying Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares) to the Paying Agent (the “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or the Book Entry Shares to the Paying Agent in exchange for payment of the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) of cash that such holder has the right to receive pursuant to Section 4.1(a).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pcm, Inc.), Agreement and Plan of Merger (Insight Enterprises Inc)

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Procedures for Surrender. (i) Promptly after the Effective Time (and in any event within three five Business Days thereafter), the Surviving Company Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or transfer of the Book Book-Entry Shares to the Paying Agent Agent, such materials to be in such form and have such other provisions as Parent desires with approval of the Company (including customary provisions with respect such approval not to delivery of an “agent’s message” with respect to Book Entry Sharesbe unreasonably withheld, conditioned or delayed) to the Paying Agent (the “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or the Book Book-Entry Shares to the Paying Agent in exchange for payment of the amount (after giving effect aggregate Merger Consideration to any required Tax withholdings as provided in Section 4.2(h)) of cash that which such holder has the right to receive holders are entitled pursuant to Section 4.1(a)the terms of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (General Cable Corp /De/)

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