Company Letter of Transmittal definition

Company Letter of Transmittal has the meaning specified in Section 2.3(a).
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Company Letter of Transmittal has the meaning set forth in Section 2.6(b).
Sample 1

Examples of Company Letter of Transmittal in a sentence

  • No dividends or other distributions declared with respect to PubCo Common Stock, the record date for which is at or after the Effective Time, shall be paid to any Company Stockholder that has not delivered a properly completed, duly executed Company Letter of Transmittal.

  • No dividends or other distributions declared with respect to Parent Common Stock, the record date for which is at or after the Effective Time, shall be paid to any Company Stockholder that has not delivered a properly completed, duly executed Company Letter of Transmittal.

  • If a Company Stockholder does not so deliver such Company Letter of Transmittal at least one (1) Business Day prior to the Closing Date, such Company Stockholder shall be entitled to receive its respective portion of the Merger Consideration after the Closing Date and only after such Person delivers a duly executed and completed Company Letter of Transmittal to the Exchange Agent.

  • On or prior to the Closing Date, Parent shall make available to each record holder who, as of the Effective Time, was a holder of an outstanding certificate or certificates which immediately prior to the Effective Time represented Company Shares (the "Certificate" or "Certificates"), a letter of transmittal and instructions in a form reasonably acceptable to Parent and Company ("Letter of Transmittal") for use in effecting the surrender of the Certificates for payment therefor and conversion thereof.

  • Except for interest that may be payable pursuant to the terms of the Escrow Agreement for any Member, in no event shall any holder of Blocker Equity or Units who delivers a Blocker Letter of Transmittal or Company Letter of Transmittal be entitled to receive interest on any of the funds to be received in the Mergers.

  • Upon delivery of such duly executed Company Letter of Transmittal by such Company Stockholder to the Exchange Agent, such Company Stockholder shall be entitled to receive, subject to the terms and conditions of this Agreement, the Stock Consideration in respect of his, her or its shares of Company Common Stock referenced in such Company Letter of Transmittal.

  • Upon delivery of such duly executed Company Letter of Transmittal to the Exchange Agent, such LMA Member or Abacus Member shall be entitled to receive, subject to the terms and conditions of this Agreement and the Allocation Schedule, the allocated portion of the Aggregate Merger Consideration in respect of his, her or its interests referenced in such Company Letter of Transmittal.

  • Any Units held by a holder thereof that has delivered a Company Letter of Transmittal pursuant to this Section 1.4 shall not be transferable on the books of the Company without Acquiror's prior written consent.

  • Upon delivery of such duly executed Company Letter of Transmittal by such holder of Company Stock evidenced by certificates to the Exchange Agent, such holder of Company Stock evidenced by certificates shall be entitled to receive, subject to the terms and conditions of this Agreement, the Per Share Merger Consideration in respect of his, her or its shares of Company Stock referenced in such Company Letter of Transmittal in accordance with the Distribution Waterfall.

  • Upon delivery of such duly executed Company Letter of Transmittal by such holder of Company Equity Interests evidenced by certificates to the Exchange Agent, such holder of Company Equity Interests evidenced by certificates shall be entitled to receive, subject to the terms and conditions of this Agreement, the applicable portion of the Net Merger Consideration in respect of his, her or its Company Equity Interests referenced in such Company Letter of Transmittal and in accordance with this Article II.

Related to Company Letter of Transmittal

  • Letter of Transmittal means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

  • Letter of Transmittal and Election Form means the letter of transmittal and election form for use by the Corporation Shareholders with respect to the Arrangement;

  • Transmittal Letter has the meaning specified in Section 3.1(a).

  • Notice of Transfer With regard to Distressed Mortgage Loans that will become Transferred Mortgage Loans, the notice given by the related Prior Servicer (if such Prior Servicer is Aurora) to the Master Servicer, the applicable Custodian, the Trustee and the Special Servicer or by the Master Servicer (if the related Prior Servicer(s) are not Aurora) to the Prior Servicer(s), the applicable Custodian, the Trustee and the Special Servicer, in each case substantially in the form of Exhibit A hereto.

  • Disclosure Certificate means this Continuing Disclosure Certificate.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • As Of Transaction means any single or “related transaction” (as defined below) involving the purchase or redemption of Shares (including exchanges) that is processed at a time other than the time of the computation of the Fund’s net asset value per share next computed after receipt of any such transaction order by Price Services due to an act or omission of Price Services. “As Of Processing” refers to the processing of these As Of Transactions. All As Of Processing may only be performed in accordance with the requirements of Rule 22c-1 of the ’40 Act. Price Services is responsible for monitoring As Of Transactions procedures that set forth the circumstances under which As Of Transactions are permitted. If more than one As Of Transaction (“Related Transaction”) in the Fund is caused by or occurs as a result of the same act or omission, such transactions shall be aggregated with other transactions in the Fund and be considered as one As Of Transaction. · Reporting Price Services shall:

  • Blanket Issuer Letter of Representations means the Blanket Issuer Letter of Representations between the City, the Registrar and DTC.

  • Company Certificate means the Amended and Restated Certificate of Incorporation of the Company as in effect on the date hereof.

  • Date of Transfer means the date of registration of transfer of the Property into the name of the Purchaser in the Deeds Registry in Pietermaritzburg;

  • Loan Transmittal Summary Forms means the forms related to each Xxxx of Sale provided to the Seller by the Purchaser and completed by the Seller which list, by Borrower, (i) the Loans subject to the related Xxxx of Sale and (ii) the outstanding Principal Balance and accrued interest thereof as of the related Cutoff Date.

  • Transfer Agent Instruction Letter means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue Underlying Shares pursuant to the Transaction Documents, in the form of Exhibit B attached hereto.

  • Cooperative Stock Certificate With respect to a Cooperative Loan, the stock certificate or other instrument evidencing the related Cooperative Stock.

  • Investor Questionnaire has the meaning set forth in Section 5.8.

  • Vote Limit Certificate means a certificate in substantially the form attached hereto as Exhibit B which is delivered to the Company in accordance with Article 8.

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.2 is satisfied in all respects.

  • UCC Filing Authorization Letter means a letter duly executed by each Loan Party authorizing the Collateral Agent to file appropriate financing statements on Form UCC-1 without the signature of such Loan Party in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Mortgage.

  • Instruction Letter means written instructions in a form acceptable to NCPS and executed by Issuer Party with Issuer Party directing NCPS to promptly disburse the Escrow Funds to Issuer pursuant to Section 4(a).

  • Additional Disclosure Notification The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W.

  • Interim Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment], other than the Final Payment Certificate.

  • Notice of Exercise means a notice in writing addressed to the Company at its address first recited, which notice shall specify therein the number of Optioned Shares in respect of which the Option is being exercised;

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.