Letters of Transmittal Sample Clauses
A Letters of Transmittal clause outlines the requirement for a formal document to accompany the delivery or transfer of certain items, such as securities, documents, or payments, between parties. In practice, this letter typically provides details about the items being transferred, identifies the sender and recipient, and may include instructions or certifications necessary for processing the transaction. The core function of this clause is to ensure that all transfers are properly documented and traceable, thereby reducing the risk of errors, disputes, or miscommunication during the exchange process.
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Letters of Transmittal. Concurrently with the mailing of the Consent Solicitation Statement, BRPA shall cause the Exchange Agent to deliver to each Company Stockholder a letter of transmittal (and any instructions related thereto) in form and substance reasonably acceptable to BRPA and the Surviving Corporation (the “Letter of Transmittal”) to be completed and executed by such Company Stockholder to receive such Company Stockholder’s Per Share Merger Consideration as contemplated by Section 1.3(a) and such Company Stockholder’s pro rata portion of the Earnout Consideration, if payable pursuant to Section 1.8. The Letter of Transmittal will contain, among other things, customary representations of each Company Stockholder relating to (as applicable for Company Stockholders that are individuals) existence, power and authority, due authorization, due execution, enforceability and ownership of the shares of Company Common Stock owned by such Company Stockholder (including shares of Company Common Stock owned by such Company Stockholder resulting from the Preferred Stock Conversion).
Letters of Transmittal. (a) Acquiom Financial LLC, a Colorado limited liability company, or a successor appointed by Parent, shall act as a payments administrator (the “Payments Administrator”) in the Merger.
(b) As promptly as practicable following the date of this Agreement, the Company shall deliver to each Company Stockholder that, immediately prior to the Effective Time, held Company Shares a letter of transmittal substantially in the form attached as Exhibit C attached hereto (a “Letter of Transmittal”) and instructions for use in effecting the surrender of Certificates in exchange for the applicable portion of Purchase Price pursuant to Section 2.8(b), Section 2.8(c), Section 2.8(d), Section 2.8(e) or Section 2.8(f), as applicable. Prior to any Company Stockholder receiving any portion of the Purchase Price, such Company Stockholder shall deliver to the Payments Administrator an executed and properly completed Letter of Transmittal, which Letter of Transmittal shall include such Company Stockholder’s explicit agreement to be bound by the terms of this Agreement. Upon delivery of such executed and properly completed Letter of Transmittal, together with any Certificates, held by such Person and any other customary documents that the Payments Administrator may reasonably require in connection therewith, each such Company Stockholder shall be entitled to receive, as soon as reasonably practicable (but in no event later than three (3) Business Days after receipt by the Payments Administrator of such documents) payment from the Payments Administrator of the portion of Purchase Price payable to such Company Stockholder pursuant to Section 2.9(a), without interest thereon. Provided the Letter of Transmittal has not been revoked or such Company Stockholder is not in breach under the terms thereof, such Company Stockholder shall be entitled to receive, as soon as reasonably practicable after any Post-Closing Funds become payable hereunder, such Company Stockholder’s respective Pro Rata Share of the Post-Closing Funds, without interest thereon.
(c) Until surrendered, Certificates shall be deemed for all purposes to evidence only the right to receive the applicable portion of the Purchase Price. No interest shall accrue or be paid on any cash payable upon the surrender of the Certificates.
(d) In the event any Certificate shall have been lost, stolen or destroyed, then in lieu of surrendering the same, the holder thereof may make an affidavit setting forth that fact and granting indem...
Letters of Transmittal. On such date on which the Company Proxy Statement (as defined in Section 3.1(c)) is mailed to holders of the Company Common Stock, the Company shall mail to each such holder on the record date established for such holders entitled to notice of and to vote at the Company Stockholders' Meeting (as defined in Section 3.1(c)), a form of letter of transmittal, and other appropriate materials instructing each such holder on the procedures required to receive the Merger Consideration in respect of each share of Company Common Stock.
Letters of Transmittal. The Letter of Transmittal shall specify that, in the event of a termination of this Agreement prior to the Closing pursuant to Article VIII, the Paying Agent shall return such certificates to the holder of record.
Letters of Transmittal. As promptly as practicable after the date hereof, each Combination Party listed on Schedule 5.2 shall cause to be mailed to each of the respective stockholders and/or holders of Junior Subordinated Notes listed on Schedule 5.2 the form of Letter of Transmittal. Each Combination Party shall ensure that, with respect to members of such Combination Party’s Corporate Group only, on or after the applicable effective time of the merger or mergers so specified herein, each holder of a certificate for then issued and outstanding Equity Securities and/or Junior Subordinated Notes subject to one or more mergers or voluntary exchanges, as applicable, pursuant to this Agreement (a “Certificate”), upon surrender of (i) such Certificate and (ii) the completed Letter of Transmittal, in each case to the Combination Party or other entity so designated in the Letter of Transmittal, shall be entitled to receive from the Combination Party or other entity so designated the applicable consideration per share (or accreted principal amount of Junior Subordinated Note) designated herein multiplied by the number of shares (or accreted principal amount of Junior Subordinated Note) represented by such Certificate so tendered. Notwithstanding the foregoing, if any Certificate shall be lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, and the indemnifying of the Combination Party or other entity so designated in the Letter of Transmittal with respect thereto, the designated Combination Party or other entity will issue in exchange for such lost, stolen or destroyed Certificate, the consideration deliverable in respect thereof pursuant to this Agreement. Except with respect to interest payable in kind in respect of any Junior Subordinated Note, no interest will be paid or accrued on any cash payable to holders of Certificates. Pending such surrender and exchange, a holder’s Certificate or Certificates shall be deemed for all purposes to evidence the right to receive the per share (or accreted principal amount of Junior Subordinated Note) consideration payable pursuant to this Agreement multiplied by the number of shares (or accreted principal amount of Junior Subordinated Note) represented by such Certificate.
Letters of Transmittal. Each Company Stockholder shall have received the Letter of Transmittal from the Exchange Agent.
Letters of Transmittal. As soon as reasonably practicable following the date of the Original Agreement, VE shall provide to each VE Member a Letter of Transmittal, together with a cover letter which shall include the points (in a form agreed between VI and VE, each acting reasonably) set out in Schedule 2.5(c), as applicable. Each of VE and VI shall cooperate and use all reasonable efforts to obtain duly completed and executed Letters of Transmittal from each VE Member prior to the Closing (which shall include VE using all reasonable efforts to contact any VE Member who will be receiving VI Preferred Stock and who has not responded to the mailed Letter of Transmittal within thirty (30) calendar days of it being sent), which shall become effective upon the Closing. Following the Closing, each of the VE Member Representative and VI shall cooperate and use all reasonable efforts to obtain duly completed and executed Letters of Transmittal from any VE Member that did not provide a Letter of Transmittal prior to the Closing.
Letters of Transmittal. At least twenty (20) business days shall have elapsed from the date on which the Letters of Transmittal (with respect to the Junior Subordinated Notes only) have been sent pursuant to Section 5.2.
Letters of Transmittal. As promptly as practicable after the Closing, New IAC and New Match shall cause the Agent to mail to:
(i) each holder of record of shares of IAC Capital Stock as of immediately prior to the Reclassification Effective Time a form of letter of transmittal with respect to such holder’s entitlements pursuant to Sections 3.01(d)(i) and 3.01(d)(ii) (the “IAC Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to any certificate (or shares held in book-entry form) shall pass, only upon delivery of such certificates (or shares held in book-entry form) to the Agent and shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” or other required electronic communication with respect to shares held in book-entry form) as New IAC may reasonably specify, together with instructions thereto; and
(ii) each holder of record of shares of Match Capital Stock (other than any holders of shares of Match Capital Stock to be cancelled in the Match Merger pursuant to Section 2.03(d)(ii)(A) or any Non-IAC Match Shareholder who properly made and did not revoke an Election pursuant to Section 3.02) as of immediately prior to the Match Merger Effective Time a form of letter of transmittal with respect to such holder’s entitlements pursuant to Section 3.01(d)(iii) (the “Match Letter of Transmittal” and, together with the IAC Letter of Transmittal, the “Letters of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to any certificate (or shares held in book-entry form) shall pass, only upon delivery of such certificates (or shares held in book-entry form) to the Agent and shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” or other required electronic communication with respect to shares held in book-entry form) as New Match may reasonably specify, together with instructions thereto.
Letters of Transmittal. As soon as practicable after the Effective Time, but in no event more than five business days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record immediately prior to the Effective Time of Company Certificates (i) a customary form of letter of transmittal, reasonably acceptable to the Company, specifying that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent, and (ii) instructions for use in surrendering such Company Certificates in exchange for the Merger Consideration. Upon surrender of a Company Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Company Certificate shall be entitled to promptly receive in exchange therefor payment by check of an amount equal to the product of the Merger Consideration multiplied by the number of shares of Company Capital Stock formerly represented by the surrendered Company Certificate, after giving effect to any required tax withholding, and the Company Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 2.5(b), each Company Certificate shall be deemed from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. In no event shall the holder of any such surrendered Company Certificate be entitled to receive interest on any cash to be received in the Merger.