WIRE PAYMENT INSTRUCTIONS. If you wish to have cash consideration to be issued to you in the Merger (as defined herein) sent by wire transfer, please complete the remainder of this Letter of Transmittal and provide wire instructions below or include such instructions herewith. For international wires, please provide the SWIFT code (BIC) in the ABA Number field, and the complete IBAN in the Account Number field, if available. Bank Name Bank Routing Number (ABA Number) Account Name* Account Number Bank Contact/Telephone Number Beneficiary Account Name Beneficiary Account Number Fill in ONLY if check is to be issued in a name other than that set forth above.** Issue and deliver check to: Name Address City, State, Zip Tax Identification Number*** (Tax Identification or Social Security Number) **Requires signature guarantee. See Instruction No. 3 to this Letter of Transmittal. ***Fill in Taxpayer Identification Number of Payee. See Instruction 11 to this Letter of Transmittal. (See Instruction 11) * Confidential treatment requested. Ladies and Gentlemen: Enclosed are one or more certificates representing shares of Common Stock and/or Preferred Stock of Mpex Pharmaceuticals, Inc. (the “Stock”). In connection with that certain Agreement and Plan of Merger dated as of April 8, 2011 (as it may be amended from time to time, the “Merger Agreement”), by and among Axcan Holdings Inc., a Delaware corporation (“Acquiror”), Axcan Lone Star Inc., a Delaware corporation and indirect wholly owned subsidiary of Acquiror (together with any successors by merger, “Sub”, and collectively with Acquiror, “Axcan”), Mpex Pharmaceuticals, Inc., a Delaware corporation (together with any successor in interest, by merger, conversion or otherwise, “Mpex Pharmaceuticals”), and, solely with respect to Sections 1.1, 1.15, 1.16, 1.17, 1.18, 5.9, 5.16 and 7.3 and Articles VIII and IX thereof, the Securityholders’ Representative Committee, the undersigned hereby surrenders, subject to the terms and conditions of the Merger Agreement, the certificate(s) noted above representing shares of Stock owned by the undersigned in exchange for, and for the purpose of receiving, as soon as practicable after surrender and in accordance with the terms of the Merger Agreement, the cash amount that the undersigned is entitled to receive with respect to the Stock being surrendered pursuant to the Merger Agreement. All such cash payments shall be rounded to the nearest ▇▇▇▇▇. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
Appears in 1 contract
WIRE PAYMENT INSTRUCTIONS. If you wish to have cash consideration to be issued to you in the Merger (as defined herein) Acquisition sent by wire transfer, please complete the remainder of this Letter of Transmittal and provide wire instructions below or include such instructions herewith. For international wires, please provide the SWIFT code (BIC) in the ABA Number field, and the complete IBAN in the Account Number field, if available. A $50.00 wire fee will be deducted from your payment. Bank Name Bank Routing Number (ABA Number) Account Name* Account Number FFC Account Name (if applicable) FFC Account Number (if applicable) Bank Contact/Telephone Number Beneficiary Account Name Beneficiary Account Number Fill in ONLY if check (If wire is to be issued to an account in a name other than that set forth above, a Medallion Signature Guarantee is required, See Instructions 3, 4, 5 and 7) BOX A: SPECIAL ISSUANCE INSTRUCTIONS This box should be completed only if the check or wire transfer is to be issued in the name of someone other than the registered holder(s) or if the name listed above is to be corrected. A Medallion Signatures Guarantee is required. (See Instruction 3, 4, 5 and 11 below.** Issue and deliver ) BOX B: SPECIAL DELIVERY INSTRUCTIONS This box should be completed only if the check tois to be issued to the registered holder(s) but sent to an address other than that listed above (See Instruction 7 below). Name(s) Name(s) Address: Name Address City, State, Zip Tax Address: Employer Identification Number*** (Tax Identification No. or Social Security Number) **Requires signature guarantee. See Instruction No. 3 Must be signed by registered holder(s) exactly as name(s) appear(s) on the grant documents of the In-the-Money Vested Option(s). Signature below certifies that no language alterations have been made in any way to the form of Letter of Transmittal provided to the undersigned in connection with the Acquisition and that the undersigned represents that the undersigned has read and agrees to all of the terms and conditions set forth in the materials accompanying this Letter of Transmittal. ***Fill If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in Taxpayer Identification Number of Payeea fiduciary or representative capacity, please set forth full title. See Instruction 11 to 4. (For information concerning signature guarantees see Instruction 3.) Checks or wire transfers will be issued only in the name of the person(s) submitting this Letter of Transmittal. (See Instruction 11) * Confidential treatment requested. Ladies Transmittal who are not current or former employees of the Company and Gentlemen: Enclosed are one or more certificates representing shares of Common Stock and/or Preferred Stock of Mpex Pharmaceuticals, Inc. (the “Stock”). In connection with that certain Agreement and Plan of Merger dated as of April 8, 2011 (as it may will be amended from time to time, the “Merger Agreement”), by and among Axcan Holdings Inc., a Delaware corporation (“Acquiror”), Axcan Lone Star Inc., a Delaware corporation and indirect wholly owned subsidiary of Acquiror (together with any successors by merger, “Sub”, and collectively with Acquiror, “Axcan”), Mpex Pharmaceuticals, Inc., a Delaware corporation (together with any successor in interest, by merger, conversion or otherwise, “Mpex Pharmaceuticals”), and, solely with respect to Sections 1.1, 1.15, 1.16, 1.17, 1.18, 5.9, 5.16 and 7.3 and Articles VIII and IX thereof, the Securityholders’ Representative Committee, the undersigned hereby surrenders, subject mailed to the terms and conditions address appearing under “Description of In-the-Money Vested Option(s) Surrendered” or wire transferred to the bank account above, as the case may be, unless the Special Payment/Delivery Instructions are completed. Payments to current or former employees of the Merger AgreementCompany will be made through the Company’s payroll. Dated , the certificate(s2016 Sign Here X Name(s) noted above representing shares Capacity Address Telephone No. Email Address: Dated , 2016 (Apply Medallion Signature Guarantee Stamp Here) Authorized Signature Name Title Name of Stock owned by the undersigned in exchange for, and for the purpose of receiving, as soon as practicable after surrender and in accordance with the terms of the Merger Agreement, the cash amount that the undersigned is entitled to receive with respect to the Stock being surrendered pursuant to the Merger AgreementFirm Area Code & Telephone No. All such cash payments shall be rounded to the nearest ▇▇▇▇▇. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.Address
Appears in 1 contract
Sources: Stock Purchase Agreement (Penn National Gaming Inc)
WIRE PAYMENT INSTRUCTIONS. If you wish [ ] For any ADS settlement inquiries, please contact The Bank of New York Mellon: Tel: [ ] Email: [ ] 15 Include bracketed language if (i) the Note being converted is not a Restricted Security; and (ii) the Holder elects to have cash consideration receive Ordinary Shares in lieu of the ADSs deliverable upon conversion. Computershare Hong Kong Investor Services Limited +▇▇▇ ▇▇▇▇ ▇▇▇▇ Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if ADSs are to be issued issued, or Notes are to you be delivered, other than to and in the Merger (as defined herein) sent by wire transfername of the registered holder. Fill in for registration of ADSs if to be issued, please complete the remainder of this Letter of Transmittal and provide wire instructions below or include such instructions herewith. For international wiresNotes if to be delivered, please provide the SWIFT code (BIC) other than to and in the ABA Number fieldname of the registered holder: (Name) (Street Address) (City, State and the complete IBAN in the Account Number field, if available. Bank Name Bank Routing Number (ABA NumberZip Code) Account Name* Account Number Bank Contact/Telephone Number Beneficiary Account Name Beneficiary Account Number Fill in ONLY if check is Please print name and address Principal amount to be issued converted (if less than all): US$ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in a name other than that set forth above.** Issue and deliver check to: Name Address City, State, Zip Tax Identification Number*** (Tax Identification every particular without alteration or enlargement or any change whatever. Social Security Number) **Requires signature guarantee. See Instruction No. 3 to this Letter of Transmittal. ***Fill in or Other Taxpayer Identification Number To: ▇▇▇▇.▇▇▇ GROUP LIMITED THE BANK OF NEW YORK MELLON, as Trustee The undersigned registered owner of Payee. See Instruction 11 to this Letter Note hereby acknowledges receipt of Transmittal. (See Instruction 11) * Confidential treatment requested. Ladies and Gentlemen: Enclosed are one or more certificates representing shares of Common Stock and/or Preferred Stock of Mpex Pharmaceuticals, Inc. a notice from ▇▇▇▇.▇▇▇ Group Limited (the “StockCompany”). In connection with that certain Agreement and Plan ) as to the occurrence of Merger dated as of April 8, 2011 (as it may be amended from time to time, the “Merger Agreement”), by and among Axcan Holdings Inc., a Delaware corporation (“Acquiror”), Axcan Lone Star Inc., a Delaware corporation and indirect wholly owned subsidiary of Acquiror (together with any successors by merger, “Sub”, and collectively with Acquiror, “Axcan”), Mpex Pharmaceuticals, Inc., a Delaware corporation (together with any successor in interest, by merger, conversion or otherwise, “Mpex Pharmaceuticals”), and, solely Fundamental Change with respect to Sections 1.1the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, 1.15or the portion thereof (that is US$1,000 principal amount or an integral multiple thereof) below designated, 1.16and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, 1.17accrued and unpaid interest thereon to, 1.18but excluding, 5.9, 5.16 and 7.3 and Articles VIII and IX thereofsuch Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have meanings ascribed to such terms in the Indenture. In the case of Physical Notes, the Securityholders’ Representative Committee, the undersigned hereby surrenders, subject to the terms and conditions certificate numbers of the Merger Agreement, Notes to be repurchased are as set forth below: Certificate Number(s): Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): US$ ,000 NOTICE: The above signature(s) of the certificate(sHolder(s) noted above representing shares hereof must correspond with the name as written upon the face of Stock owned by the undersigned Note in exchange for, and for the purpose of receivingevery particular without alteration or enlargement or any change whatever. To: ▇▇▇▇.▇▇▇ GROUP LIMITED THE BANK OF NEW YORK MELLON, as soon as practicable after surrender and Trustee The undersigned registered owner of this Note hereby acknowledges receipt of a notice from ▇▇▇▇.▇▇▇ Group Limited (the “Company”) regarding the right of Holders to elect to require the Company to repurchase the entire principal amount of this Note, or the portion thereof (that is US$1,000 principal amount or an integral multiple thereof) below designated, in accordance with the terms applicable provisions of the Merger AgreementIndenture referred to in this Note, at the Repurchase Price to the registered Holder hereof. In the case of certificated Notes, the cash certificate numbers of the Notes to be purchased are as set forth below: Certificate Number(s): Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount that to be repaid (if less than all): US$ ,000 NOTICE: The above signature(s) of the undersigned is entitled to receive Holder(s) hereof must correspond with respect to the Stock being surrendered pursuant to name as written upon the Merger Agreement. All such cash payments shall be rounded to face of the nearest ▇▇▇▇▇. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them Note in the Merger Agreementevery particular without alteration or enlargement or any change whatever.
Appears in 1 contract
Sources: Indenture (Trip.com Group LTD)
WIRE PAYMENT INSTRUCTIONS. If you wish to have cash consideration to be issued to you in the Merger (as defined herein) Acquisition sent by wire transfer, please complete the remainder of this Letter of Transmittal and provide wire instructions below or include such instructions herewith. For international wires, please provide the SWIFT code (BIC) in the ABA Number field, and the complete IBAN in the Account Number field, if available. A $50.00 wire fee will be deducted from your payment. Bank Name Bank Routing Number (ABA Number) Account Name* Account Number FFC Account Name (if applicable) FFC Account Number (if applicable) Bank Contact/Telephone Number Beneficiary Account Name Beneficiary Account Number Fill in ONLY if check (If wire is to be issued to an account in a name other than that set forth above, a Medallion Signature Guarantee is required, See Instructions 3, 4, 5 and 7) BOX A: SPECIAL ISSUANCE INSTRUCTIONS This box should be completed only if the check or wire transfer is to be issued in the name of someone other than the registered holder(s) or if the name listed above is to be corrected. A Medallion Signatures Guarantee is required. (See Instruction 3, 4, 5 and 11 below.** Issue and deliver ) BOX B: SPECIAL DELIVERY INSTRUCTIONS This box should be completed only if the check tois to be issued to the registered holder(s) but sent to an address other than that listed above (See Instruction 7 below). Name(s) Name(s) Address: Name Address City, State, Zip Tax Address: Employer Identification Number*** (Tax Identification No. or Social Security Number) **Requires signature guarantee. See Instruction No. 3 Must be signed by registered holder(s) exactly as name(s) appear(s) on the Certificate(s) or by person(s) authorized to become record holder(s) by Certificates and documents transmitted herewith. Signature below certifies that no language alterations have been made in any way to the form of Letter of Transmittal provided to the undersigned in connection with the Acquisition and that the undersigned represents that the undersigned has read and agrees to all of the terms and conditions set forth in the materials accompanying this Letter of Transmittal. ***Fill If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in Taxpayer Identification Number of Payeea fiduciary or representative capacity, please set forth full title. See Instruction 11 to 4. (For information concerning signature guarantees see Instruction 3.) Checks or wire transfers will be issued only in the name of the person(s) submitting this Letter of Transmittal. (See Instruction 11) * Confidential treatment requested. Ladies Transmittal and Gentlemen: Enclosed are one or more certificates representing shares of Common Stock and/or Preferred Stock of Mpex Pharmaceuticals, Inc. (the “Stock”). In connection with that certain Agreement and Plan of Merger dated as of April 8, 2011 (as it may will be amended from time to time, the “Merger Agreement”), by and among Axcan Holdings Inc., a Delaware corporation (“Acquiror”), Axcan Lone Star Inc., a Delaware corporation and indirect wholly owned subsidiary of Acquiror (together with any successors by merger, “Sub”, and collectively with Acquiror, “Axcan”), Mpex Pharmaceuticals, Inc., a Delaware corporation (together with any successor in interest, by merger, conversion or otherwise, “Mpex Pharmaceuticals”), and, solely with respect to Sections 1.1, 1.15, 1.16, 1.17, 1.18, 5.9, 5.16 and 7.3 and Articles VIII and IX thereof, the Securityholders’ Representative Committee, the undersigned hereby surrenders, subject mailed to the terms and conditions address appearing under “Description of Share(s) Surrendered” or wire transferred to the Merger Agreement, the certificate(s) noted above representing shares of Stock owned by the undersigned in exchange for, and for the purpose of receivingbank account above, as soon as practicable after surrender and in accordance with the terms case may be, unless the Special Payment/Delivery Instructions are completed. Dated , 2016 Sign Here X Name(s) Capacity Address Dated , 2016 (Apply Medallion Signature Guarantee Stamp Here) Authorized Signature Name Title Name of the Merger Agreement, the cash amount that the undersigned is entitled to receive with respect to the Stock being surrendered pursuant to the Merger AgreementFirm Area Code & Telephone No. All such cash payments shall be rounded to the nearest ▇▇▇▇▇. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.Address
Appears in 1 contract
Sources: Stock Purchase Agreement (Penn National Gaming Inc)