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Contract analysis / letter-of-transmittal-form.docx
letter-of-transmittal-form.docx
High · 4
Medium · 1
Standard · 2
Section 1: Description of the Transaction
Standard
⚑ Commercial term
Section 1: Description of the Transaction This Letter of Transmittal relates to the Agreement and Plan of Merger, dated as of March 24, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"),
Section 2: Delivery of Share Certificates or Book-Entry Shares
Section 2: Delivery of Share Certificates or Book-Entry Shares In order to receive the Per Share Merger Consideration, you must surrender your Shares to the Paying Agent in accordance with the procedures described below. Please complete the applicable subsection below depending on whether you hold physical share certificates or book-entry Shares. 2.1 Holders of Physical Share Certificates If you hold physical share c
Section 3: Holder Identification and Consideration Payment Instructions
Standard
⚑ Commercial term
Section 3: Holder Identification and Consideration Payment Instructions 3.1 Registered Holder Information Please provide the following information exactly as it appears on the certificate(s) surrendered or on the book-entry records maintained by the Company's transfer agent or DTC. The information provided below will be used to verify your identity as the registered holder of the Shares being surrendered and to proce
Section 4: Calculation of Merger Consideration
High
⚑ Indemnity / guarantee obligation
Section 4: Calculation of Merger Consideration The Per Share Merger Consideration payable to you will be calculated as follows. This section is provided for your convenience and informational purposes only. The actual amount payable will be determined by the Paying Agent based on the number of Shares properly surrendered and accepted for payment. The aggregate merger consideration of approximately $2,800,000,000 is b
Section 5: Representations, Warranties, and Signature of Holder
Section 5: Representations, Warranties, and Signature of Holder 5.1 Representations and Warranties By signing below, the undersigned hereby represents and warrants to Parent, the Surviving Corporation, and the Paying Agent as follows: (a) The undersigned is the registered holder of the Shares described in Section 2 above, or has been duly authorized by the registered holder to submit this Letter of Transmittal on the
Section 6: Signature Guarantee Requirements
Section 6: Signature Guarantee Requirements A medallion signature guarantee is REQUIRED if any of the following circumstances apply: (a) Payment of the Per Share Merger Consideration is to be made to a person other than the registered holder(s) of the Shares being surrendered (i.e., Special Payment Instructions in Section 3.3 above have been completed); (b) Share certificates being surrendered are registered in a nam
Section 7: Lost, Stolen, or Destroyed Certificates
High
⚑ Penalty / liquidated damages
Section 7: Lost, Stolen, or Destroyed Certificates If any share certificate representing Shares has been lost, stolen, or destroyed, the holder must take the following steps before payment of the Per Share Merger Consideration can be made with respect to such certificate(s): (a) Notify the Paying Agent Promptly in Writing. The holder must promptly notify the Paying Agent, Atlas Shareholder Services Inc. (Attention: D
Section 8: Additional Documentation for Fiduciaries, Representatives, and Special Circumst
Medium
⚑ Forum / governing law
Section 8: Additional Documentation for Fiduciaries, Representatives, and Special Circumstances If this Letter of Transmittal is signed by a person other than the registered holder of the Shares (or if the registered holder is signing in a fiduciary or representative capacity), the following additional documents must accompany the submission of this Letter of Transmittal and the surrendered Shares, as applicable: (a)
Section 9: Tax Withholding and Tax Certification (IRS Form W-9 / W-8)
High
⚑ Penalty / liquidated damages
Section 9: Tax Withholding and Tax Certification (IRS Form W-9 / W-8) 9.1 U.S. Holders — IRS Form W-9 Each holder of Shares who is a "United States person" for U.S. federal income tax purposes (a "U.S. Holder") must complete, sign, and return an IRS Form W-9, Request for Taxpayer Identification Number and Certification, a copy of which is included herewith as Exhibit A. A U.S. Holder generally includes any individual
Section 10: Important Instructions and General Provisions
High
⚑ Non-compete / exclusivity restraint
Section 10: Important Instructions and General Provisions 10.1 Delivery Instructions All deliveries of this Letter of Transmittal, share certificates, and other required documents to the Paying Agent must be made to the following address: Atlas Shareholder Services Inc. Attention: Corporate Actions — Luminex Systems Holdings Inc. Merger 6201 15th Avenue Brooklyn, NY 11219 Acceptable Methods of Delivery. This Letter o