Common use of Surrender Procedures Clause in Contracts

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 cash to be paid in respect of any dividends or distributions to which the holder may be entitled pursuant to Section 3.04(e) hereof.

Surrender Procedures. Promptly Within three (3) business days after the Effective Time, Sky Park shall cause the Exchange Agent to mail to each holder of record of a certificate representing A▇▇▇▇▇▇▇ Shares (an “Old Certificate Certificate”) that was converted pursuant to Section 3.012.01, but that was not deposited with the Exchange Agent pursuant to Section 3.01(e2.01(c)(v), 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 certificates representing Park Shares (“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 within five (5) business days of such surrender in exchange therefor (A) a New Certificate representing that number of whole Sky Common Park Shares that such holder has the right to receive pursuant to the provisions of this Article IIITwo, 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 Park Shares to which such holder is entitled pursuant to Section 3.03 2.03 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(e2.04(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 A▇▇▇▇▇▇▇ Shares that is not registered in the transfer records of FallsA▇▇▇▇▇▇▇, a New Certificate representing the proper number of Sky Common Park Shares may be issued, and/or the cash to be paid as part of the Merger Consideration, in lieu of any fractional Sky Common Park 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(c2.04(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 Park Shares and/or the cash to be paid in respect of any dividends or distributions to which the holder may be entitled pursuant to Section 3.04(e2.04(e) hereof.

Surrender Procedures. Promptly after At least 20 days prior to the Effective Time, Sky shall cause the Exchange Agent to mail to each holder of record of an Old Certificate that was is eligible to be converted pursuant to Section 3.01, but that was not deposited with the Exchange Agent pursuant to Section 3.01(e), 3.01 both (i) a form of letter of transmittal (the “Letter of Transmittal”) ), reasonably acceptable to ▇▇▇▇▇, 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 the Merger Consideration, including New CertificatesCertificates and cash. Upon surrender If a holder of an the Old Certificate for cancellation Certificates delivers to the Exchange Agent, together with such Agent a properly executed Letter of Transmittal, duly executed, following Transmittal at least 10 calendar days prior to the Effective Time and then surrenders the Old Certificates to the Exchange Agent at the Effective Time, then upon such surrender, the holder of such Old Certificate shall receive 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 cash to be paid in respect of any dividends or distributions to which the holder may be entitled pursuant to Section 3.04(e) hereof.

Surrender Procedures. (a) Promptly after the Effective Timeexecution of this Agreement, Sky Parent shall, or shall cause such Person as Parent may from time to time select (the “Exchange Agent to mail Agent”) to, deliver (which may be done electronically), to each holder Company Stockholder that has not delivered a Letter of record of an Old Certificate that was converted pursuant Transmittal and Accredited Investor Certification to Section 3.01Parent, but that was not deposited with at the Exchange Agent pursuant to Section 3.01(e), both (i) email address provided by the Company in the Consideration Schedule a form of letter of transmittal in the form of Exhibit C attached hereto (the “Letter of Transmittal”) specifying for use in such exchange. The parties acknowledge that delivery will be effected, and risk of loss and title to the Old Certificates will pass, only upon proper delivery terms of the Old Certificates Letter of Transmittal include (i) an agreement to be bound by the Exchange Agent terms of this Agreement, including Article VIII and Section 9.19 hereof, (ii) an Accredited Investor Certification, (iii) a release of claims against the Company and related parties, (iv) a waiver of dissenters’ rights and rights of appraisal and (v) instructions and procedures for surrendering Old Certificates use in exchange for New effecting the surrender of Company Stock Certificates. . (b) Upon surrender of an Old a Company Stock Certificate for cancellation to the Exchange Agent, together with such the Letter of Transmittal, duly executed, following completed and validly executed in accordance with the Effective Timeinstructions thereto, the holder of such Old Company Stock Certificate shall be entitled to receive in exchange therefor (A) a New Certificate representing that number the applicable consideration payable in respect of whole Sky Common Shares that such holder has the right to receive pursuant to the provisions share 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 Company Capital Stock 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 withholdings1.5, and the Old Company Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Falls Common Shares Until so surrendered, each outstanding Company Stock Certificate 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 prior 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 Effective Time represented shares of Company Capital Stock will be deemed at any time from and after the Effective Time Time, for all purposes, to represent evidence 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 cash to be paid applicable consideration payable in respect of any dividends or distributions to which the holder may be entitled such share of Company Capital Stock pursuant to Section 3.04(e1.5 (upon the terms and subject to the conditions set forth in this Agreement). (c) hereofIf any Company Stock Certificate shall have been lost, stolen or destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to the payment of any portion of the applicable consideration payable pursuant to Section 1.5, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit, which affidavit will include an obligation to indemnify Parent and the Final Surviving Entity against any claim that may be made against Parent or the Final Surviving Entity with respect to such Company Stock Certificate. (d) Notwithstanding anything to the contrary in this Agreement, none of Parent, the Final Surviving Entity or the Exchange Agent shall be liable to any holder or former holder of shares of Company Capital Stock any portion of the applicable consideration payable pursuant to Section 1.5 delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law.

Surrender Procedures. Promptly after the Effective Time, Sky the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record of an Old Certificate a certificate or certificates (the “Certificates”) that was converted represented as of the Effective Time outstanding shares of Company Common Stock to be surrendered pursuant to Section 3.011.7, but that was not deposited with and to each holder of a Stock Option or uncertificated shares entitled to receive a portion of the Exchange Agent Merger Consideration pursuant to Section 3.01(e)1.8, both (i) a form of letter of transmittal (the “Letter of Transmittal”) specifying which shall specify that delivery will shall be effected, and risk of loss and title to the Old Certificates will shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent and (iishall be in such form and have such other provisions as Parent may reasonably specify) and instructions and procedures for surrendering Old use in effecting the surrender of the Certificates and/or receiving Merger Consideration relating to a Stock Option or other rights under Section 1.8, in exchange for New Certificatescash in the amount equal to the Merger Consideration. Upon surrender of an Old a Certificate for cancellation to the Exchange AgentAgent (excluding options and uncertificated shares referenced in Section 1.8), together with such Letter letter of Transmittaltransmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, following the Effective Timeand such other documents as may be required pursuant to such instructions, the holder of such Old Certificate and the holder of a Stock Option or uncertificated shares entitled to receive a portion of the Merger Consideration pursuant to Section 1.8, shall be entitled to receive in exchange therefor (A) a New Certificate representing that number of whole Sky Common Shares that payment which such holder has the right to receive pursuant to the provisions of this Article III, Sections 1.7 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)1.8, after giving effect to any required tax Tax (as defined herein) withholdings, and the Old Certificate Certificate, if any, so surrendered shall forthwith be canceled. In At any time following six (6) months after the event Effective Time, all or any portion of a transfer the cash deposited with or made available to the Paying Agent pursuant to Section 1.10(b), which remains undistributed to the holders of ownership the Certificates representing shares of Falls Company 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, Stock and/or the cash holders of Stock Options or uncertificated shares entitled to be paid as part receive a portion of the Merger ConsiderationConsideration pursuant to Section 1.8, in lieu of any fractional Sky Common Shares and/or in respect of any dividends or distributions may shall be paid, delivered to a transferee if the Old Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transferParent upon demand, 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 thereafter such holders of unexchanged shares of Company Common Stock and/or the Effective Time to represent only the right holders of Stock Options or uncertificated shares entitled 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 portion of the Merger Consideration, the cash to be paid in lieu of any fractional Sky Common Shares and/or the cash to be paid in respect of any dividends or distributions to which the holder may be entitled Consideration pursuant to Section 3.04(e1.8 shall be entitled to look only to Parent (subject to abandoned property, escheat or other similar laws) hereofwith respect to payment of Merger Consideration prior to the expiration of the two-year period set forth in Section 1.10(g).