Procedures for Surrender; No Interest. Each holder of shares of Cancelled Preferred Stock shall be entitled to receive the Merger Consideration in respect of the Cancelled Preferred Stock formerly represented by a Preferred Certificate or a Preferred Book-Entry Share upon: (i) surrender to the Paying Agent of such Preferred Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Paying Agent; or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of such Preferred Book-Entry Shares. Until so surrendered or transferred, as the case may be, each such Preferred Certificate or Preferred Book-Entry Share, as applicable, shall represent after the Preferred Stock Conversion for all purposes only the right to receive the Merger Consideration payable in respect thereof. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any such Preferred Certificate or Preferred Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this Section 5.15, each such Preferred Certificate or Preferred Book-Entry Share so surrendered or transferred, as the case may be, shall immediately be cancelled.
Appears in 2 contracts
Sources: Merger Agreement (Sotherly Hotels Lp), Merger Agreement (Sotherly Hotels Lp)