Surrender Procedures Clause Samples

Surrender Procedures. (i) As soon as reasonably practicable after the Effective Time, but no later than two (2) business days thereafter, Parent shall instruct the Paying Agent to mail to each Company Stockholder other than Company Guaranty Shareholder (i) a letter of transmittal in substantially the form attached hereto as Exhibit K (“Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of certificate(s) formerly representing all of the shares of Company Stock held by such Company Stockholder in exchange for such Company Stockholder’s Stockholder Merger Payment (as defined below). The payment of the appropriate Stockholder Merger Payment to any Company Stockholder listed in Section 2.2(a)(iii) of the Company Disclosure Schedule is conditioned upon the due execution and delivery of such Letter of Transmittal. After the Effective Time, within five (5) business days after receipt by the Paying Agent of certificate(s), properly endorsed or otherwise in proper form for transfer, formerly representing all the shares of Company Stock held by any Company Stockholder for cancellation, together with such duly executed Letter of Transmittal, the Paying Agent shall, in exchange therefor and in reliance on the representations and warranties herein, pay to such Company Stockholder an amount equal to such Company Stockholder’s aggregate Merger Consideration, as set forth in Section 2.2(a)(iii) of the Company Disclosure Schedule (other than any Earn-Out Payment), less such Company Stockholder’s Aggregate Allocable Portion of the Escrow Amount, as set forth in Section 2.2(a)(iii) of the Company Disclosure Schedule (such amount, with respect to each such Company Stockholder, being the “Stockholder Merger Payment”), but without interest, and the certificate(s) so surrendered shall forthwith be canceled. If payment of any portion of the applicable Stockholder Merger Payment is to be made to a Person other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (A) shall have paid any Transfer Taxes and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall have established to the satisfaction of the Surviving Corporation that such Taxes have been paid, or (B) shall have established to the satisfaction of the Surviving Corporation that such Taxes are not applicable. From and afte...

Surrender Procedures. Promptly after the Effective Time, Sky shall cause the Exchange Agent to mail to each holder of record of an Old Certificate that was converted pursuant to Section 3.01, but that was not deposited with the Exchange Agent pursuant to Section 3.01(e), both (i) a form of letter of transmittal (the “Letter of Transmittal”) specifying that delivery will be effected, and risk of loss and title to the Old Certificates will pass, only upon proper delivery of the Old Certificates to the Exchange Agent and (ii) instructions and procedures for surrendering Old Certificates in exchange for New Certificates. Upon surrender of an Old Certificate for cancellation to the Exchange Agent, together with such Letter of Transmittal, duly executed, following the Effective Time, the holder of such Old Certificate shall receive in exchange therefor (A) a New Certificate representing that number of whole Sky Common Shares that such holder has the right to receive pursuant to the provisions of this Article III, and/or (B) a check in an amount equal to the sum of the cash to be paid to such holder as part of the Merger Consideration, the cash to be paid in lieu of any fractional Sky Common Shares to which such holder is entitled pursuant to Section 3.03 and/or the cash to be paid in respect of any dividends or distributions to which such holder may be entitled pursuant to Section 3.04(e), after giving effect to any required tax withholdings, and the Old Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Falls Common Shares that is not registered in the transfer records of Falls, a New Certificate representing the proper number of Sky Common Shares may be issued, and/or the cash to be paid as part of the Merger Consideration, in lieu of any fractional Sky Common Shares and/or in respect of any dividends or distributions may be paid, to a transferee if the Old Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.04(c), each Old Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a New Certificate and/or a check in an amount equal to the sum of the cash to be paid as part of the Merger Consideration, the cash to be paid in lieu of any fractional Sky Common Shares and/or the ca...

Surrender Procedures. Within seven (7) days after the Effective Time, Second shall cause the Exchange Agent to mail to each holder of record of Commerce Shares immediately prior to the Effective Time, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Commerce Certificates shall pass, only upon delivery of such Commerce Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as Second may reasonably specify) and (ii) instructions for use in effecting the surrender of the Commerce Certificates in exchange for the Cash Amount. Upon surrender by such holder of a Commerce Certificate or Certificates evidencing all Commerce Shares standing in such holder's name for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, the holder of such Commerce Certificate or Certificates shall be entitled to receive in exchange therefor the Cash Amount by a check, which such holder has the right to receive in respect of the Commerce Certificate or Certificates surrendered pursuant to the provisions of this Article Two (after taking into account all Commerce Shares then held by such holder), and the Commerce Certificate or Certificates so surrendered shall forthwith be canceled. Second shall cause the Exchange Agent to mail the exchange check by U.S. mail, postage prepaid, within seven (7) days following receipt of all required documentation. In the event of a transfer of ownership of Commerce Shares which is not registered in the transfer records of Commerce, a check in respect of the Cash Amount, may be issued to a transferee if the Commerce Certificate representing such Commerce Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable share transfer taxes have been paid. Until surrendered

Surrender Procedures. (a) Purchaser shall act as its own exchange agent in the Merger (except for the Escrow Cash). (b) At or as soon as practicable after the Effective Time, each Icarian Stockholder shall surrender to the Purchaser for cancellation the share certificates representing the Icarian Shares that are not Dissenting Shares (the "Certificates"), in each case duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record (to the extent that such Icarian Stockholder has not surrendered its Certificates and/or such executed irrevocable security transfer powers of attorney to the Purchaser at or prior to the Effective Time). On or prior to Closing, each Icarian Stockholder who is entitled to receive Exchange Shares pursuant to the Distribution Mechanism shall deliver a duly executed Transmittal Letter together with such holder's Certificate(s) (or an affidavit of lost certificate as described in Section 3.1(c) below) to the Purchaser. At the Closing, subject to receipt of such Transmittal Letter and Certificates (or affidavits of lost certificate), the Purchaser will issue to each tendering Icarian Stockholder a certificate for the number of Exchange Shares to which such Icarian Stockholder is entitled pursuant to Section 2.6(a) hereof and pay such Icarian Stockholder any cash payable in lieu of a fractional share to which such Icarian Stockholder may be entitled pursuant to Section 2.6(e) hereof. (c) In the event any Certificates shall have been lost, stolen or destroyed, the Purchaser shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof and the posting of reasonable bond therefore, such number of Exchange Shares and cash for fractional shares, if any, as may be required pursuant to Section 2.6, any dividends or distributions payable pursuant to Section 3.1(d), and, subject to Section 2.7, the amount of Escrow Cash that may be payable pursuant to Section 2.6."

Surrender Procedures. As promptly as practicable within five (5) business days after the Effective Time, First Citizens shall cause the Exchange Agent to mail to each holder of record of TCNB Common Shares immediately prior to the Effective Time, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the TCNB Certificates shall pass, only upon delivery of such TCNB Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as First Citizens may reasonably specify) and (ii) instructions for use in effecting the surrender of the TCNB Certificates in exchange for the Cash Amount. Upon surrender by such holder of a TCNB Certificate or Certificates evidencing all TCNB Common Shares standing in such holder’s name for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, the holder of such TCNB Certificate or Certificates shall be entitled to receive in exchange therefor an amount of cash, payable by check, equal to the product of (y) the Cash Amount and (z) the number of TCNB Common Share evidenced by the TCNB Certificate or Certificates surrendered by such holder pursuant to the provisions of this Article III, and the TCNB Certificate or Certificates so surrendered shall forthwith be canceled. First Citizens shall cause the Exchange Agent to mail the check in respect of the Cash Amount by U.S. mail, postage prepaid, promptly following receipt of all required documentation. In the event of a transfer of ownership of TCNB Common Shares which is not registered in the transfer records of TCNB, a check in respect of the Cash Amount may be issued to a transferee if the TCNB Certificate representing such TCNB Common Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable share transfer taxes have been paid. Until surrendered as contemplated by this Section 3.02(b), each TCNB Certificate shall be deemed at any time after the Effective Time for all corporate purposes (except as provided in Section 3.02(c)) to represent only the right to receive upon such surrender the Cash Amount and any unpaid dividend or other distribution with respect to such TCNB Common Shares with a record date occurring prior to the effective time as contemplated by this Section 3.02, without interest.

Surrender Procedures. At or prior to the Effective Time, the Company shall cause to be mailed to each record holder, as of the Effective Time, of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Stock (the “Certificates”), (i) a letter of transmittal (including an appropriate IRS form W-9 or W-8) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (collectively, the “Transmittal Instructions”). The Transmittal Instructions shall be in a form and substance acceptable to Parent and the Company. Upon surrender of a Certificate for cancellation to the Company together with such Transmittal Instructions, properly completed and duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor their share of the Merger Consideration and the Stock Consideration (if any) as specified in the Allocation Schedule and as provided for in Section 2.08 (less any amounts paid to Parent pursuant to Section 2.13 or to the Shareholder Representative pursuant to Section 5.07). No interest shall be paid or accrued on the cash payable upon the surrender of a Certificate. In the event of a transfer of ownership of shares of Company Stock which is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such shares of Company Stock is presented to the Company, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.09(a), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or the right to demand to be paid the “fair value” of the shares represented thereby (plus accrued interest, if required under Section 23B.13 of the WBCA) as contemplated by Section 2.10.

Surrender Procedures. (a) Purchaser shall act as its own exchange agent in the Merger (except for the Escrow Shares). (b) At or promptly after the Closing, the RezLogic Stockholders shall transfer and deliver to the Purchaser the share certificates representing the Purchased Shares, in each case duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record, and shall take such steps as shall be necessary to cause the Corporation to enter the Purchaser or its nominee(s) upon the books of the Corporation as the holder of the Purchased Shares and to issue share certificates to the Purchaser or its nominee(s) representing the Purchased Shares; and (c) Each of the RezLogic Stockholders and the Purchaser shall deliver such other documents as may be necessary to complete the transactions contemplated by this Agreement. (d) At or promptly after the Effective Time, Purchaser shall make available to the RezLogic Stockholders, the shares of Purchaser Common Stock issuable pursuant to Section 3.3(a) and cash in an amount sufficient for payment in lieu of fractional shares and any dividends or distributions to which holders of Purchased Shares may be entitled. Each share certificate evidencing Purchaser Common Stock shall bear a legend setting forth the restriction on offers, sales, transfers and other dispositions referred to in the last sentence of Section 5.5.

Surrender Procedures. Promptly after the Effective Time, ▇▇▇▇▇▇▇▇▇ shall cause the Paying Agent to mail to each holder of record of a Monroe Certificate or non-certificated shares of Monroe Common Stock represented by book-entry (“Book-Entry Shares”) (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Monroe Certificates shall pass, only upon proper delivery of the Monroe Certificates to the Paying Agent, and which letter shall be in customary form and have such other provisions as ▇▇▇▇▇▇▇▇▇ may reasonably specify and (ii) instructions for effecting the surrender of such Monroe Certificates or Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Monroe Certificate or Book-Entry Shares to the Paying Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Monroe Certificate or Book-Entry Shares shall be entitled to receive the Merger Consideration for each share of Monroe Common Stock formerly represented by such Monroe Certificates or for each Book-Entry Share. Any Monroe Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on any Merger Consideration. In the event of a transfer of ownership of Monroe Common Stock which is not registered in the transfer records of Monroe, the Merger Consideration may be paid with respect to such Monroe Common Stock to such a transferee if the Monroe Certificate representing such shares of Monroe Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Monroe Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.

Surrender Procedures. 3 (c) Transfer Books; No Further Ownership Rights in the Shares...................................4 (d) Termination of Fund; No Liability...........................................................4 (e) Lost, Stolen or Destroyed Certificates......................................................4 Section 2.3