Common use of Distribution Procedures Clause in Contracts

Distribution Procedures. Promptly after the Effective Time, Parent and the Surviving Company shall cause the Paying Agent to mail to each Company Stockholder of record, as of the Effective Time, a letter of transmittal in such form attached to the Paying Agent Agreement which shall set forth instructions for distributing the Merger Consideration out of the Exchange Fund in respect of the Equity Interests pursuant to Section 1.3(a) hereof. Upon delivery to the Paying Agent of the letter of transmittal (which such letter shall contain (i) customary representations and warranties, including, but not limited to, such Company Stockholders’ right, title and interest in their Equity Interest, their acceptance of the terms and conditions of the proposed transaction, and acknowledgement by such Company Stockholder that any and all rights, preferences, privileges and obligations owed by the Company to the Company Stockholder, shall cease and be of no further force or effect, and (ii) the lock-up provisions contained in Exhibit D), properly completed and duly executed by such Company Stockholder in accordance with the instructions thereto, the Company Stockholder Lock Up Agreement (as defined in Section 1.7) and such other documents as may be reasonably required pursuant to such instructions, such Company Stockholder shall be entitled to receive in exchange therefor his, her or its allocable share of the Merger Consideration, to be mailed promptly following the Paying Agent’s receipt of such letter of transmittal. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the Equity Interest is registered, it shall be a condition of payment that the letter of transmittal be in proper form for such transfer and that the Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a Person other than the registered holder of the Equity Interest, or such Person shall have established to the satisfaction of the Surviving Company that such Tax either has been paid or is not applicable. Until receipt from a Company Stockholder of a duly executed letter of transmittal as contemplated by this Section 1.4(b), such Company Stockholder’s Equity Interest shall be deemed at all times after the Effective Time to represent only the right to receive its allocable share of the Merger Consideration as contemplated by Section 1.3(a) hereof, without interest thereon. The Paying Agent shall accept such letters of transmittal upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effectuate an orderly exchange thereof in accordance with normal exchange practices.

Distribution Procedures. Promptly (i) As soon as reasonably practicable after the Effective TimeClosing, Parent and in any event within three (3) Business Days after the Surviving Company Closing, IPO Corp. shall cause the Paying Distribution Agent to (A) make payment by cash or check to each Seller for such Seller’s Seller Pro Rata Share of the Aggregate Cash Consideration, (B) distribute that number of whole Initial Retained Shares to which each Seller is entitled (which shall be in uncertificated book-entry form), and (C) cash in lieu of any fractional shares pursuant to Section 1.5(b). With respect to any distribution to a holder of shares of common stock of BMP/GHC, the Distribution Agent shall distribute the applicable pro rata portion of BMP/GHC’s pro rata share of the Aggregate Consideration or Initial Retained Shares, as applicable. (ii) As soon as reasonably practicable after the Closing, and in any event within three (3) Business Days after the Closing, IPO Corp. shall cause the Distribution Agent to mail to each Company Stockholder holder of record, as record of the Effective Time, a letter of transmittal in such form attached certificate or certificates which immediately prior to the Paying Agent Agreement Closing represented outstanding shares of Buyer Common Stock (the “Certificates”), which shall set forth instructions for distributing at the Merger Consideration out Closing became entitled to receive shares of the Exchange Fund in respect of the Equity Interests IPO Common Stock, pursuant to Section 1.3(a) 1.6 hereof, instructions for use in obtaining whole shares of IPO Corp. Common Stock in book-entry form. Upon delivery to the Paying Agent of the letter Certificate and any power of transmittal (which such letter shall contain (i) customary representations and warranties, including, but not limited to, such Company Stockholders’ right, title and interest in their Equity Interest, their acceptance of the terms and conditions of the proposed transaction, and acknowledgement by such Company Stockholder that any and all rights, preferences, privileges and obligations owed attorney or similar document as may reasonably be required by the Company to the Company Stockholder, shall cease and be of no further force or effect, and (ii) the lock-up provisions contained in Exhibit D), properly completed and duly executed by such Company Stockholder in accordance with the instructions theretoDistribution Agent, the Company Stockholder Lock Up Agreement (as defined in Section 1.7) and holder of such other documents as may be reasonably required pursuant to such instructions, such Company Stockholder Certificates shall be entitled to receive in exchange therefor his, her or its allocable share that number of the Merger Consideration, whole shares of IPO Corp. Common Stock to be mailed promptly following the Paying Agent’s receipt of which such letter of transmittal. If payment of the Merger Consideration holder is entitled pursuant to be made to a Person other than the Person in whose name the Equity Interest is registered, it Section 1.6 (which shall be a condition in uncertificated book-entry form). Notwithstanding the time of payment that delivery, the letter of transmittal be in proper form for such transfer and that the Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance IPO Corp. Common Stock distributed pursuant to a Person other than the registered holder of the Equity Interest, or such Person shall have established to the satisfaction of the Surviving Company that such Tax either has been paid or is not applicable. Until receipt from a Company Stockholder of a duly executed letter of transmittal as contemplated by this Section 1.4(b), such Company Stockholder’s Equity Interest 1.7 shall be deemed issued at all times after the Effective Time to represent only the right to receive its allocable share time of the Merger Consideration as contemplated by Section 1.3(aClosing. (iii) hereof, without interest thereon. The Paying Agent shall accept such letters All shares of transmittal upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effectuate an orderly exchange thereof IPO Corp. Common Stock issued or distributed in accordance with normal exchange practicesthe terms of this Article I, shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the shares of Buyer Common Stock in connection with the Merger.

Distribution Procedures. Promptly after the Effective Time, Parent and the Surviving Company shall cause the Paying Agent to mail to each Company Stockholder Member of record, as of the Effective Time, a letter of transmittal in such form attached to the Paying Agent Agreement which shall set forth instructions for distributing the Merger Consideration out of the Exchange Fund in respect of the Equity Membership Interests pursuant to Section 1.3(a) hereof. Upon delivery to the Paying Agent of the letter of transmittal (which such letter shall contain (i) customary representations and warranties, including, but not limited to, such Company Stockholders’ right, title and interest in their Equity Interest, their acceptance of the terms and conditions of the proposed transaction, and acknowledgement by such Company Stockholder that any and all rights, preferences, privileges and obligations owed by the Company to the Company Stockholder, shall cease and be of no further force or effect, and (ii) the lock-up provisions contained in Exhibit D)transmittal, properly completed and duly executed by such Company Stockholder each Member in accordance with the instructions thereto, the Company Stockholder Lock Up Agreement (as defined in Section 1.7) and such other documents as may be reasonably required pursuant to such instructions, the holder of such Company Stockholder Membership Interests shall be entitled to receive in exchange therefor his, her or therefore its allocable share of the Merger Consideration, to be mailed promptly following the Paying Agent’s receipt of such letter of transmittal. No interest shall be paid or accrued for the Cash Consideration or any Additional Consideration payable hereunder. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the Equity Membership Interest is registered, it shall be a condition of payment that the letter of transmittal be in proper form for such transfer and that the Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a Person other than the registered holder of the Equity Interest, Membership Interest or such Person shall have established to the satisfaction of the Surviving Company that such Tax either has been paid or is not applicable. Until receipt from a Company Stockholder Member of a duly executed letter of transmittal as contemplated by this Section 1.4(b1.5 (which such letter shall contain such (i) customary representations and warranties, including, but not limited to, such Members’ right, title and interest in their Membership Interest; their acceptance of the terms and conditions of the proposed transaction; and acknowledgement by each Member that any and all rights, preferences, privileges and obligations owed by the Company to the Members, whether contained in the Member’s Agreement or otherwise, shall cease and be of no further force or effect and (ii) the lock-up provisions contained in Exhibit C), such Company Stockholder’s Equity each Membership Interest shall be deemed at all times after the Effective Time to represent only the right to receive its allocable share of the Merger Consideration as contemplated by Section 1.3(a) hereof, without interest thereon. The Paying Agent shall accept such letters of transmittal upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effectuate effect an orderly exchange thereof in accordance with normal exchange practices.

Distribution Procedures. Promptly after the Effective Time, Parent and the Surviving Company shall cause the Paying Agent to mail to each Company Stockholder Member of record, as of the Effective Time, a letter of transmittal in such form attached to the Paying Agent Agreement which shall set forth instructions for distributing the Merger Consideration out of the Exchange Fund in respect of the Equity Membership Interests pursuant to Section 1.3(a) hereof. Upon delivery to the Paying Agent of the letter of transmittal (which such letter shall contain (i) customary representations and warranties, including, but not limited to, such Company Stockholders’ right, title and interest in their Equity Interest, their acceptance of an agreement to be bound by the terms and conditions of the proposed transaction, IPO Warrant Agreement and acknowledgement by such Company Stockholder that any and all rights, preferences, privileges and obligations owed by the Company Escrow Agreement with respect to the Company Stockholder, shall cease Warrant Consideration and be of no further force or effect, the Additional Share and (ii) the lock-up provisions contained in Exhibit DWarrant Consideration), properly completed and duly executed by such Company Stockholder each Member in accordance with the instructions thereto, the Company Stockholder Lock Up Agreement (as defined in Section 1.7) and such other documents as may be reasonably required pursuant to such instructions, the holder of such Company Stockholder Membership Interests shall be entitled to receive in exchange therefor his, her or therefore its allocable share of the Merger Consideration, to be mailed promptly following the Paying Agent’s receipt of such letter of transmittal. No interest shall be paid or accrued for the Cash Consideration or any Additional Consideration payable hereunder. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the Equity Membership Interest is registered, it shall be a condition of payment that the letter of transmittal be in proper form for such transfer and that the Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a Person other than the registered holder of the Equity Interest, Membership Interest or such Person shall have established to the satisfaction of the Surviving Company that such Tax either has been paid or is not applicable. Until receipt from a Company Stockholder Member of a duly executed letter of transmittal as contemplated by this Section 1.4(b1.5 (which such letter shall contain such (i) customary representations and warranties, including, but not limited to, such Members’ right, title and interest in their Membership Interest; their acceptance of the terms and conditions of the proposed transaction; and acknowledgement by each Member that any and all rights, preferences, privileges and obligations owed by the Company to the Members, whether contained in the Member’s Agreement or otherwise, shall cease and be of no further force or effect and (ii) the lock-up provisions contained in Exhibit C, if applicable to such member), such Company Stockholder’s Equity each Membership Interest shall be deemed at all times after the Effective Time to represent only the right to receive its allocable share of the Merger Consideration as contemplated by Section 1.3(a) hereof, without interest thereon. The Paying Agent shall accept such letters of transmittal upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effectuate effect an orderly exchange thereof in accordance with normal exchange practices.