M&A Boot Camp booklet 2023 - Flipbook - Page 101
letter of transmittal shall include a request for each such stockholder of the Company to deliver to the Payment Agent a duly completed and
signed copy of United States Internal Revenue Service Form W-9 or Internal Revenue Service Form W-8BEN (or other appropriate United
States Internal Revenue Service Form W-8).
(c) Payments to Others. If payment of Merger Consideration in respect of shares of Company Capital Stock converted pursuant to
Section 1.5 is to be made to a Person other than the Person in whose name a surrendered Company Stock Certificate is registered, it shall be a
condition to such payment that the Company Stock Certificate so surrendered shall be properly endorsed or shall be otherwise in proper
form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of such
payment in a name other than that of the registered holder of the Company Stock Certificate surrendered or shall have established to the
satisfaction of Parent that such Tax either has been paid or is not payable.
(d) Stock Transfer Books. As of the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any
further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. If, after the Effective Time,
certificates for shares of Company Capital Stock (“Company Stock Certificates”) are presented to the Surviving Corporation, they shall be
canceled and exchanged for the Merger Consideration, if any, payable with respect to such shares as provided for in Section 1.5. No interest
shall accrue or be paid on any Merger Consideration payable upon the surrender of a Company Stock Certificate which immediately before
the Effective Time represented outstanding shares of Company Capital Stock.
(e) Lost Certificates. In the event any Company Stock Certificate representing shares of Company Capital Stock converted in
connection with the Merger pursuant to Section 1.5 shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition
precedent to the payment of any Merger Consideration with respect to the shares of Company Capital Stock previously represented by such
Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit
and to deliver a bond (in such amount, form and with such surety as Parent may reasonably direct) as indemnity against any claim that may
be made against the Payment Agent, Parent, the Surviving Corporation or any affiliated party with respect to such Company Stock
Certificate.
(f) Undistributed Payment Funds. Any portion of the Payment Fund that remains undistributed to Effective Time Holders as of the date
that is 180 days after the Closing Date shall be delivered to Parent upon demand, and Effective Time Holders who have not theretofore
surrendered their Company Stock Certificates in accordance with this Section 1.9 shall thereafter look only to Parent for satisfaction of their
claims for the Merger Consideration payable with respect to the shares of Company Capital Stock previously represented by such Company
Stock Certificates, without any interest thereon.
(g) Escheat. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any other Person shall be liable to any
holder of shares of Company Capital Stock or to any other Person for any amount paid to a public official pursuant to applicable abandoned
property law, escheat law or similar Legal Requirement. Any amounts remaining unclaimed by holders of shares of Company Capital Stock
three years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or
become property of any Governmental Body) shall, to the extent permitted by applicable Legal Requirements, become the property of Parent
free and clear of any Encumbrance.
11.