Letter of Transmittal Prior to (and in any event, within two (2) Business Days after) the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Stockholder a letter of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Date.
Stock Powers Concurrently with the delivery to the Administrative Agent of each certificate representing one or more shares of Pledged Stock, the Pledgor shall deliver an undated stock power covering such certificate, duly executed in blank by the Pledgor with, if the Administrative Agent so requests, signature guaranteed.
Instruments of Transfer The Stockholder is delivering to LandCARE certificates representing all of the Shares, duly endorsed (or accompanied by duly executed stock powers).
Vendor Agreement Signature Form (Part 1)
Stock Powers, etc The Pledgor agrees that all Pledged Shares (and all other shares of capital stock constituting Collateral) delivered by the Pledgor pursuant to this Pledge Agreement will be accompanied by duly executed undated blank stock powers, or other equivalent instruments of transfer acceptable to the Administrative Agent. The Pledgor will, from time to time upon the request of the Administrative Agent, promptly deliver to the Administrative Agent such stock powers, instruments, and similar documents, satisfactory in form and substance to the Administrative Agent, with respect to the Collateral as the Administrative Agent may reasonably request and will, from time to time upon the request of the Administrative Agent after the occurrence of any Event of Default, promptly transfer any Pledged Shares or other shares of common stock constituting Collateral into the name of any nominee designated by the Administrative Agent.
Stock Power The Grantee agrees to execute a stock power with respect to each stock certificate reflecting the Shares, or other evidence of book-entry stock ownership, in favor of the Corporation. The Shares shall not be issued by the Corporation until the required stock powers are delivered to the Corporation.
Form instructions 1. This form does not mandate the use of a specific font size or style but the font must be legible.
Instruments of Conveyance and Transfer As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Shares of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Shares to PURCHASER.
Non-Endorsement The Governing Board acknowledges that the granting of a Charter Agreement in no way represents or implies endorsement by the SCSB of any particular method used by the Charter School or its agents; nor does this Agreement constitute a guarantee by the SCSB of the success of the Charter School in providing a learning environment that shall improve student achievement.
Endorsements and Procedures You agree to restrictively endorse any item transmitted through the Service as “For Mobile Deposit Only at Allied Federal Credit Union” with your Allied Federal Credit Union account number and signature, signed as the name is formatted on the front of the check. In accordance with Federal Reserve specifications, “For Mobile Deposit Only at Allied Federal Credit Union” must be handwritten and cannot be signified by checking printed boxes on the back of the check designated by the check printer. You agree to follow any and all other procedures and instructions for use of this Service as Allied Federal Credit Union may establish in the future. Any loss we incur from delay or processing error resulting from an improper endorsement or other markings by you will be your responsibility. IMAGE QUALITY: The image being transmitted through Mobile Deposit to Allied Federal Credit Union must be an accurate and legible image of the front and back copy of the check, including but not limited to, information about the drawer, the paying bank that is preprinted on the original check, MICR information, signature(s), any required identification written on the front of the check and any endorsements applied to the back of the original check. The image quality must comply with and meet the standards established by the American National Standards Institute, the Board of Governors of the Federal Reserve, and any other regulatory agency, clearing house or association. RECEIPT OF DEPOSIT: All images processed will be treated as “deposits” under your Allied Federal Credit Union Account Agreement and we reserve the right to reject any item transmitted through the Service, at our discretion, without liability to you. We are not responsible for items that We do not receive or for images that are dropped during transmission. When an image is received by Us, we will confirm receipt via email or text to You. Confirmation does not mean that the image contains no errors and will be accepted as a deposit. FUNDS AVAILABILITY: You agree that items transmitted using this Service are not subject to the funds availability requirements of Federal Reserve Board Regulation CC. Items transmitted by You and received by Us by 6:00 p.m. CST Monday through Friday, not including holidays, shall be credited to the Member’s deposit account on the next Business Day. Items received by the Credit Union after 6:00 p.m. CST on any Business Day shall be credited to the Member’s deposit account on the second Business Day after the deposit. Business Days are Monday through Friday, not including Federal and Credit Union posted holidays. RETURNED DEPOSITS: Any credit to your account for checks deposited using Mobile Deposit is provisional. If any item is not honored for any reason you will receive a Substitute Check, which is a paper reproduction of a check that contains an image of the front and back of the check and meets the other technical requirements for a substitute check under Check 21, as the charged-back item. You may not use this Service to deposit a Substitute Check and you may not deposit the original check, whether by physical deposit or by using Mobile Deposit. You agree to be held liable for funds used before the deposit is accepted and shown as a deposit in Your account. You agree to abide by any additional 2 instructions We may provide to You in connection with return checks. RETENTION OF ORIGINAL CHECKS: After you receive confirmation that We have received a check image, and the check image has been credited to Your account, You must xxxx the front of the check with “VOID” and securely store the original check for 90 days after transmission to Us and make the original check accessible to Us at Our request. Upon this request you will deliver, at your expense, the requested original check within 5 Business Days. If not provided in a timely manner by You, such amount will be deducted from Your deposit account regardless of whether such action may cause your account to not have sufficient funds and You agree to pay any associated fee. You may not present the original check or any image or Substitute Check created from the original check for payment at any other financial institution. Member shall be responsible for safekeeping and destruction of original items which are scanned, transmitted electronically and deposited using the Service. After the 90 days you must destroy the original check by cross-cut shredding or other acceptable means of permanent destruction. After destruction of an original check, the image will be the sole evidence of the original check. DEPOSIT LIMITS: We reserve the right to impose limits on the amount(s) and/or number of deposits that You transmit using the Service and to modify such limits from time to time. Mobile deposit limits are $2,000.00 per check and $4,000.00 per day.
