Common use of Letters of Transmittal Clause in Contracts

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 Provided the Letter of Transmittal has not been revoked or such Company Stockholder is not in breach under the terms thereof, such Company Stockholder shall be entitled to receive, as soon as reasonably practicable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 indemnity against any Claim that may be made against the Payments Administrator, the Company, the Surviving Corporation, Parent or the Stockholders’ Representative with respect to such Certificate(s), and the Payments Administrator shall thereafter pay the applicable amounts required to be paid hereunder with respect to each share evidenced by such lost, stolen or destroyed Certificate(s). (e) In accordance with Section 2.8(g), the Payments Administrator shall be entitled to deduct and withhold, or cause to be deducted and withheld, from the consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment.

Letters of Transmittal. (a) Acquiom Financial LLC, The Exchange Agent shall provide each Seller with 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 form 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 in substantially in the form attached as Exhibit C attached hereto A (a “Letter of Transmittal”) and instructions for use in effecting the cancelation of Shares (and surrender of Certificates in exchange for Certificates). The Exchange Agent shall, no later than the applicable portion of Purchase Price pursuant to Section 2.8(b), Section 2.8(c), Section 2.8(d), Section 2.8(e) Closing Date (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 if a Letter of Transmittal shall include such Company Stockholder’s explicit agreement to be bound has not been received by the terms of this Agreement. Upon delivery of such executed and properly completed Letter of TransmittalExchange Agent on or before the Closing Date, 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 then three (3) Business Days after receipt of such Certificates, as the case may be, and such Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto), or after receipt of any Post-Closing Consideration (provided that the Exchange Agent shall have received such Certificates and such Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto), pay, when and as such amounts are received by the Payments Administrator of Exchange Agent and upon such documents) payment from other conditions as are set forth in this Agreement, the Payments Administrator of the portion of Purchase Price payable to such Company Stockholder pursuant to Section 2.9(a), without interest thereon. Provided Exchange Agent Agreement or the Letter of Transmittal has not been revoked or with respect to the Shares, to such Company Stockholder is not in breach under the terms thereofSeller, such Company Stockholder shall be entitled to receive, as soon as reasonably practicable after portion of the Closing Date Merger Consideration and any Post-Closing Funds become payable hereunder, Consideration pursuant to Section 1.02(a) into which such Company Stockholder’s respective Pro Rata Share Shares shall have been converted as a result of the Post-Closing Funds, without Merger and any such Shares and Certificate shall forthwith be canceled. No interest thereon. (c) shall be paid or shall accrue on any cash payable upon surrender of any Shares. Until so surrendered, Certificates each outstanding Certificate that prior to the Effective Time represented Shares (other than Dissenting Shares) shall be deemed from and after the Effective Time, for all purposes purposes, to evidence only the right to receive the applicable a portion of the Purchase Priceconsideration as provided in Section 1.02(a). No interest shall accrue or be paid on any cash payable upon If after the surrender of the Certificates. (d) In the event Effective Time, any Certificate is presented to the Exchange Agent, it shall have been lost, stolen or destroyed, then be canceled and exchanged as provided in lieu this Section 1.06(a). For the avoidance of surrendering doubt and notwithstanding anything herein to the samecontrary, the holder thereof may make an affidavit setting forth that fact and granting indemnity against any Claim that may be made against the Payments Administrator, the Company, the Surviving Corporation, Parent or the Stockholders’ Representative with respect to such Certificate(s), and the Payments Administrator holders of Dissenting Shares shall thereafter pay the applicable amounts required to be paid hereunder with respect to each share evidenced by such lost, stolen or destroyed Certificate(s). (e) In accordance with Section 2.8(g), the Payments Administrator shall not be entitled to deduct and withholdreceive any portion of the Aggregate Consideration in respect of such Dissenting Shares. Without the Securityholder Representative’s prior written consent, Purchaser shall not permit any amendment or cause to be deducted and withheld, from the consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld under the Code, or any provision of state, local or foreign Tax Law, with respect modification to the making form of such paymentLetter of Transmittal attached as Exhibit A by any Seller in a manner that would be materially adverse to any other Seller.

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 A reasonable amount of this Agreement, the Company shall deliver to each Company Stockholder that, immediately time prior to the Merger Effective Time, held Parent shall provide to each Existing Company Shares Shareholder a letter of transmittal substantially in the form attached as Exhibit C attached hereto (a “Letter of Transmittal”) which shall contain additional representations, warranties and instructions for use in effecting covenants of such shareholder as to the surrender of Certificates in exchange for the applicable portion of Purchase Price pursuant following matters: (a) such shareholder has full right, power and authority 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, deliver such Company Stockholder shall deliver to the Payments Administrator an executed Shares and properly completed Letter of Transmittal; (b) the delivery of such Company Shares will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such shareholder is bound or affected; (c) such shareholder has good, valid and marketable title to all Company Shares indicated in such Letter of Transmittal shall include and that such Company Stockholder’s explicit shareholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Shares; (d) such shareholder is acquiring the Parent Common Stock for investment purposes and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities Laws of any state, subject to any limitations imposed by the Israeli Tax Ruling; (e) such shareholder has had an opportunity to ask and receive answers to any questions such shareholder may have had concerning the terms and conditions of the Merger and Parent Common Stock and has obtained any additional information that such shareholder has requested; and (f) such shareholder acknowledges that the stock certificates evidencing the shares of Parent Common Stock to be bound by the terms of this Agreement. Upon delivery of issued to 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 shareholder shall bear a restrictive legend customarily used in connection therewith, each such Company Stockholder with restricted securities within the meaning of Rule 144 under the Securities Act. The Merger Shares 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 issued to such Company Stockholder pursuant shareholder, only upon delivery to Parent (or an agent of Parent) of (x) certificates acceptable to Parent and its transfer agent evidencing ownership thereof as contemplated by Section 2.9(a), without interest thereon. Provided 2.6(a) (or affidavit of lost certificate acceptable to Parent and its transfer agent) and (y) the Letter of Transmittal has not been revoked or such Company Stockholder is not in breach under containing the terms thereofrepresentations, 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 thereonwarranties and covenants contemplated by this Section 5.7. (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 indemnity against any Claim that may be made against the Payments Administrator, the Company, the Surviving Corporation, Parent or the Stockholders’ Representative with respect to such Certificate(s), and the Payments Administrator shall thereafter pay the applicable amounts required to be paid hereunder with respect to each share evidenced by such lost, stolen or destroyed Certificate(s). (e) In accordance with Section 2.8(g), the Payments Administrator shall be entitled to deduct and withhold, or cause to be deducted and withheld, from the consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment.

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 A reasonable amount of this Agreement, the Company shall deliver to each Company Stockholder that, immediately time prior to the Merger Effective Time, held Parent shall provide to each Existing Company Shares Shareholder a letter of transmittal substantially in the form attached as Exhibit C attached hereto (a “Letter of Transmittal”) which shall contain additional representations, warranties and instructions for use in effecting covenants of such shareholder as to the surrender of Certificates in exchange for the applicable portion of Purchase Price pursuant following matters: (a) such shareholder has full right, power and authority 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, deliver such Company Stockholder shall deliver to the Payments Administrator an executed Shares and properly completed Letter of Transmittal; (b) the delivery of such Company Shares will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such shareholder is bound or affected; (c) such shareholder has good, valid and marketable title to all Company Shares indicated in such Letter of Transmittal shall include and that such Company Stockholder’s explicit stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Shares; (d) such shareholder is acquiring the Parent Common Stock for investment purposes and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities Laws of any state, subject to any limitations imposed by the Israeli Tax Ruling; (e) such shareholder has had an opportunity to ask and receive answers to any questions such stockholder may have had concerning the terms and conditions of the Merger and Parent Common Stock and has obtained any additional information that such stockholder has requested; and (f) such shareholder acknowledges that the stock certificates evidencing the shares of Parent Common Stock to be bound by the terms of this Agreement. Upon delivery of issued to 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 shareholder shall bear a restrictive legend customarily used in connection therewith, each such Company Stockholder with restricted securities within the meaning of Rule 144 under the Securities Act subject to and until the registration thereof as set forth below. The Merger Shares 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 issued to such Company Stockholder pursuant shareholder, only upon delivery to Parent (or an agent of Parent) of (x) certificates acceptable to Parent and its transfer agent evidencing ownership thereof as contemplated by Section 2.9(a), without interest thereon. Provided 2.6(a) (or affidavit of lost certificate acceptable to Parent and its transfer agent) and (y) the Letter of Transmittal has not been revoked or such Company Stockholder is not in breach under containing the terms thereofrepresentations, 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 thereonwarranties and covenants contemplated by this Section 5.7. (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 indemnity against any Claim that may be made against the Payments Administrator, the Company, the Surviving Corporation, Parent or the Stockholders’ Representative with respect to such Certificate(s), and the Payments Administrator shall thereafter pay the applicable amounts required to be paid hereunder with respect to each share evidenced by such lost, stolen or destroyed Certificate(s). (e) In accordance with Section 2.8(g), the Payments Administrator shall be entitled to deduct and withhold, or cause to be deducted and withheld, from the consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment.

Letters of Transmittal. (a) Acquiom Financial LLCPromptly following the First Effective Time, a Colorado limited liability company, or a successor appointed by Parent, the Payment Agent shall act as a payments administrator (the “Payments Administrator”) in the Merger.deliver: (bi) As promptly as practicable following the date To each Person who is a record holder of this Agreement, the Company shall deliver to each Company Stockholder that, Outstanding Capital Stock immediately prior to the Effective Time: (A) a letter of transmittal in substantially the form attached hereto as Exhibit L (a “Letter of Transmittal”), held including a provision confirming that delivery of Company Shares Stock Certificates (as defined in Section 1.12(d)) shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Payment Agent, a general release and a provision whereby such holder agrees to be bound by the provisions of Sections 1.5, 1.12, 11.1 and the other applicable provisions of this Agreement); and (B) instructions for use in effecting the exchange of Outstanding Capital Stock for the Merger Consideration payable with respect to such Outstanding Capital Stock. Upon the surrender to the Payment Agent of a duly executed Letter of Transmittal, Joinder Agreement, Lock-Up Agreement (if applicable), Investor Questionnaires and such other documents as Parent or the Payment Agent may reasonably request, such record holder shall, subject to Section 1.12(g), if applicable, be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to Section 1.5 at the times specified in Section 1.5, and Outstanding Capital Stock so surrendered shall forthwith be cancelled. From and after the Effective Time, any book-entry or physical stock certificate which prior to the Effective Time represented shares of Company Capital Stock shall be deemed to represent only the right to receive the Merger Consideration, if any, payable with respect to such shares, and the holder of thereof shall cease to have any rights with respect to the shares of Company Capital Stock formerly represented thereby; and (ii) to each Person who is a holder of an Outstanding Company Warrant immediately prior to the First Effective Time as set forth on the Merger Consideration Certificate a letter of transmittal substantially in the form attached hereto as Exhibit C attached hereto M (a “Warrant Letter of Transmittal”) and instructions for use in effecting ). Upon 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 Payment Agent of a duly executed and properly completed Warrant Letter of Transmittal, which Letter of Transmittal shall include Joinder Agreement, Lock-Up Agreement, Investor Questionnaire and such Company Stockholder’s explicit agreement to be bound by other documents as Parent or the terms of this Agreement. Upon delivery Payment Agent may reasonably request, the holder of such executed and properly completed Letter of TransmittalOutstanding Company Warrant shall, together with any Certificatessubject to Section 1.12(g), held by such Person and any other customary documents that the Payments Administrator may reasonably require in connection therewithif applicable, each such Company Stockholder shall be entitled to receive, as soon as reasonably practicable (but receive in no event later than three (3) Business Days after receipt by exchange therefor cash and shares of Parent Common Stock in an amount equal to the Payments Administrator of Merger Consideration that 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 holder 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 indemnity against any Claim that may be made against the Payments Administrator, the Company, the Surviving Corporation, Parent or the Stockholders’ Representative with respect to such Certificate(s), and the Payments Administrator shall thereafter pay the applicable amounts required to be paid hereunder with respect to each share evidenced by such lost, stolen or destroyed Certificate(s). (e) In accordance with Section 2.8(g), the Payments Administrator shall be entitled to deduct and withhold, or cause to be deducted and withheld, from the consideration otherwise payable pursuant to this Agreement such amounts Section 1.10, as are required to be deducted and withheld under applicable, following the Code, or any provision of state, local or foreign Tax Law, with respect to the making time of such paymentdelivery.