Common use of Letters of Transmittal Clause in Contracts

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 promptly 2.8.1. Within five (5) Business Days following the date of this Agreement, the Company will distribute to each Merger Seller a Letter of Transmittal in the form attached hereto as practicable after the ClosingExhibit F (each, 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. The Company and the Sellers’ Representative will use their commercially reasonable efforts to cause each Merger Seller to execute and deliver a properly completed and duly executed Letter of Transmittal to the Company, and risk of loss the Company will promptly deliver copies thereof to Holdco I (and title will deliver original copies thereof to any certificate Holdco I at Holdco I’s written request) at least three (or shares held in book-entry form3) 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 Business Days prior to the Match Closing Date. If a Merger Effective Time Seller delivers a form properly completed and duly executed Letter of letter Transmittal to the Company at least three (3) Business Days prior to the Closing Date, at the Closing (or, in the case of transmittal the holders of Class B Units, as promptly as practicable following the Closing), such Merger Seller will be paid the amount of the Closing Consideration due to such Merger Seller as set forth on the Seller Payments Schedule, subject to any applicable withholding, including under Section 1446(f) of the Code. 2.8.2. After the Closing Date, upon delivery by any Merger Seller who did not deliver a properly completed and duly executed Letter of Transmittal to the Company at least three (3) Business Days prior to the Closing Date in accordance with Section 2.8.1, such Merger Seller will promptly, but in any event within three (3) Business Days (or, in the case of the holders of Class B Units, as promptly as practicable following delivery of a properly completed and duly executed Letter of Transmittal to the Company), be paid (including through the issuance of securities as contemplated by this Agreement) the amount of the Closing Consideration due to such Merger Seller as set forth on the Seller Payments Schedule, subject to any applicable withholding, including under Section 1446(f) of the Code. 2.8.3. To the extent permitted by applicable Legal Requirements, neither Holdco I nor the Surviving LLC will have any Liability to any Person in respect of any amount payable in consideration for the cancellation of Units as contemplated by Section 2.5 that is properly delivered to a Governmental Authority pursuant to applicable abandoned property, escheat or similar Legal Requirement. 2.8.4. For the avoidance of doubt, the Letter of Transmittal will include (a) an accredited investor questionnaire (an “Accredited Investor Questionnaire”), (b) IRS Forms W-9 and applicable IRS Forms W-8, and (c) an affidavit, complying with Section 1446(f)(2) of the Code, stating, under the penalties of perjury, that the applicable Merger Seller is not a foreign person. To the extent a Merger Seller does not certify its non-foreign status as provided by Section 1446(f) of the Code, the Buyer Parties will withhold applicable amounts 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 theretoMerger Seller.