Common use of Delivery Procedures Clause in Contracts

Delivery Procedures. At the Closing, the holders of certificates evidencing outstanding shares of Company Capital Stock (the "Certificates") shall be entitled to receive in exchange therefore (i) certificates evidencing that number of shares of Parent Common Stock into which the shares formerly evidenced by such Certificates are to be converted in accordance with Section 2.02 and (ii) if applicable, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(h). The Certificates so surrendered shall forthwith be canceled. On and after the Effective Date each Certificate, until surrendered for exchange, shall be deemed to evidence ownership of and to represent the Merger Consideration into which the holder's shares of Company Capital Stock shall have been converted. As soon as practicable after the Closing, Parent shall deliver to Rohan (the "Shareholder Representative") or its designee, certificates evidencing ownership of Parent Common Stock ("Parent Certificates") and cash payments in lieu of fractional shares, if any, as provided in Section 2.02(h), and the Cash Consideration, as the case may be, for each holder of Company Capital Stock from whom Parent has received a Certificate and an executed Stockholder Certificate and Letter of Transmittal. The Shareholder Representative shall deliver the Parent Certificates, and cash in lieu of fractional shares, as the case may be, to the former stockholders of the Company as soon as practicable after receipt thereof from Parent. Parent Certificates, and cash payments in lieu of fractional shares, as the case may be, from whom Parent has not received a Certificate and executed Stockholder Certificate and Letter of Transmittal at Closing shall be held by Parent and distributed to such holders after the Certificates and Stockholders Certificates and Letter of Transmittal have been received.

Delivery Procedures. At the Closing, the holders of certificates evidencing outstanding shares of Company Capital Stock (the "Certificates") shall be entitled to receive in exchange therefore (i) certificates evidencing that number of shares of Parent Common Stock into which the shares formerly evidenced by such Certificates are to be converted in accordance with Section 2.02 2.02, (ii) any Cash Consideration to which such holder is entitled pursuant to Section 2.01(a), and (iiiii) if applicable, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(h). The Certificates so surrendered shall forthwith be canceled. On and after the Effective Date each Certificate, until surrendered for exchange, shall be deemed to evidence ownership of and to represent the Merger Consideration into which the holder's shares of Company Capital Stock shall have been converted. As soon as practicable after the Closing, Parent shall deliver to Rohan (the "Shareholder Representative") or its designee, certificates evidencing ownership of Parent Common Stock ("Parent Certificates") ), the Cash Consideration and cash payments in lieu of fractional shares, if any, as provided in Section 2.02(h), and the Cash Consideration, as the case may be, for each holder of Company Capital Stock from whom Parent has received a Certificate and an executed Stockholder Certificate and Letter of Transmittal. The Shareholder Representative shall deliver the Parent Certificates, the Cash Consideration and cash in lieu of fractional shares, as the case may be, to the former stockholders of the Company as soon as practicable after receipt thereof from Parent. Parent Certificates, Cash Consideration and cash payments in lieu of fractional shares, as the case may be, from whom Parent has not received a Certificate and executed Stockholder Certificate and Letter of Transmittal at Closing shall be held by Parent and distributed to such holders after the Certificates and Stockholders Certificates and Letter of Transmittal have been received."

Delivery Procedures. At or prior to the ClosingClosing or promptly thereafter, each Securityholder of record (other than Dissenting Stockholders) shall surrender to Parent all certificates held by such holder that immediately prior to the holders of certificates evidencing Effective Time evidenced issued and outstanding shares of Class A Common Stock, Class D Common Stock or Company Capital Stock Warrants (the "“Certificates"”). No interest shall accrue or be paid on any amount payable upon surrender of the Certificates. Parent shall distribute a letter of transmittal in substantially the form attached hereto as Exhibit J (the “Letter of Transmittal”) and other customary documents to all Securityholders of record at least five (5) Business Days in advance of the scheduled Closing Date. As promptly as practicable following surrender of a Certificate to Parent (but in no event prior to the Closing), together with the Letter of Transmittal, duly executed, and such other customary documents as may be required by applicable Laws, the holder of such Certificate shall be entitled to receive in exchange therefore (i) certificates evidencing that number of therefor, as applicable, the Per Share Merger Consideration payable with respect to such holder’s shares of Parent Class A Common Stock into which and Class D Common Stock or the shares formerly evidenced by Per Share Warrant Consideration payable with respect to such Certificates are to be converted holder’s Company Warrants, in each case in accordance with Section 2.02 and (ii) if applicable3.4. If any Certificates shall have been lost, cash stolen or destroyed, in lieu of fractional shares delivering such Certificate, a record holder may make an affidavit of that fact claiming such Certificate is lost, stolen or destroyed (in form and substance acceptable to Parent) and if required by Parent, post a bond, in such reasonable amount as Parent Common Stock to which may direct, as indemnity against any claim that may be made against Parent on account of the alleged loss, theft or destruction of any such holder is entitled pursuant to Section 2.02(h)Certificate. The Certificates so surrendered shall forthwith be canceled. On delivery of such affidavit and after the Effective Date each Certificateposting of such bond, until surrendered for exchangeif required, shall be deemed to evidence ownership constitute delivery of and to represent the Merger Consideration into which the holder's shares of Company Capital Stock shall have been converted. As soon as practicable after the Closing, Parent shall deliver to Rohan (the "Shareholder Representative") or its designee, certificates evidencing ownership of Parent Common Stock ("Parent Certificates") and cash payments in lieu of fractional shares, if any, as provided in Section 2.02(h), and the Cash Consideration, as the case may be, for each holder of Company Capital Stock from whom Parent has received a Certificate and an executed Stockholder Certificate and Letter of Transmittal. The Shareholder Representative shall deliver the Parent Certificates, and cash in lieu of fractional shares, as the case may be, to the former stockholders of the Company as soon as practicable after receipt thereof from Parent. Parent Certificates, and cash payments in lieu of fractional shares, as the case may be, from whom Parent has not received a Certificate and executed Stockholder Certificate and Letter of Transmittal at Closing shall be held by Parent and distributed to such holders after the Certificates and Stockholders Certificates and Letter of Transmittal have been receivedfor purposes hereof.