Signatures on the Letter of Transmittal Sample Clauses

Signatures on the Letter of Transmittal. If the Payment is to be issued in the same name(s) as the surrendered Stock Certificate(s) is registered, the Letter of Transmittal should be completed and signed exactly as the surrendered Stock Certificate(s) is registered. Do not sign the Stock Certificate(s). If any of the Shares surrendered hereby are owned by two or more joint owners, all such owners must sign this Letter of Transmittal exactly as written on the face of the Stock Certificate(s). If any Shares are registered in different names on several Stock Certificates, it will be necessary to complete, sign, and submit as many separate Letters of Transmittal as there are different registrations. If any holder of record of the Shares submitted with this Letter of Transmittal is a married individual and is a resident of California, Texas, or another jurisdiction subject to community property laws, both the holder and his or her spouse must sign this Letter of Transmittal.
Sample 1
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Signatures on the Letter of Transmittal. If a check is to be issued as part of the Merger Consideration in the same name(s) as the Surrendered Security is registered or granted, the Letter of Transmittal should be completed and signed exactly as the Surrendered Security is registered or granted. Do not sign the Certificate(s). Please also see Instruction 3 below for the need of a Guarantee of Signatures. If any of the Surrendered Securities hereby are owned by two or more joint owners, all such owners must sign this Letter of Transmittal exactly as written on the face of the Certificate(s). If any Surrendered Securities are registered or granted in different names on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations or grants. If any holder of record of the Surrendered Securities submitted with this Letter of Transmittal is a married individual and is a resident of a jurisdiction subject to community property laws, both the holder and his or her spouse must sign this Letter of Transmittal, unless community property laws are inapplicable to the undersigned and his or her spouse.
Sample 1

Related to Signatures on the Letter of Transmittal

  • 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.

  • Delivery of Transaction Documents The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.

  • Identity of Transfer Agent Forthwith upon the appointment of any Transfer Agent for the Shares or of any subsequent Transfer Agent for Shares issuable upon the exercise of the rights of purchase represented by the Warrants, the Company will file with the Warrant Agent a statement setting forth the name and address of such Transfer Agent.

  • Incumbency and Signature Certificates A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers of such entity authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Bank may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

  • Secretary’s Certificate; Further Documentation Prior to the date of the first Placement Notice, the Company shall deliver to the Agent a certificate of the Secretary of the Company and attested to by an executive officer of the Company, dated as of such date, certifying as to (i) the Certificate of Incorporation of the Company, (ii) the By-laws of the Company, (iii) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement. Within five (5) Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

  • Warrant Execution and Countersignature The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

  • Conformity of Transaction Documents The Transaction Documents will conform to their descriptions in the Prospectus in all material respects.

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Effective Date of Transfer Any assignment of a Limited Partner's Interest or Special Limited Partner's Interest pursuant to Section 12.1 shall become effective as of the first day of the calendar month in which the last of the conditions to such assignment are satisfied.

  • Incumbency and Signatures A certificate of the secretary of Borrower certifying the names of the officer or officers of Borrower authorized to sign the Loan Documents, together with a sample of the true signature of each such officer.

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