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Contract analysis / letter-of-transmittal-form.docx
letter-of-transmittal-form.docx
High · 2
Medium · 1
Standard · 1
1. Authority. The undersigned is the registered holder of, or has full power and authorit
1. Authority. The undersigned is the registered holder of, or has full power and authority (including all necessary corporate, partnership, trust, or other organizational power and authority, as applicable) to surrender, the Shares described in Section 1 above and to receive the Merger Consideration payable in respect thereof.
2. Title. The undersigned has good, valid, and marketable title to such Shares, free and
2. Title. The undersigned has good, valid, and marketable title to such Shares, free and clear of all liens, claims, encumbrances, security interests, pledges, hypothecations, options, charges, restrictions, conditions, and interests of any kind or nature whatsoever (collectively, "Encumbrances"), and has full right and authority to surrender such Shares for exchange free and clear of all Encumbrances.
3. Transfer of Title. Upon delivery of such Shares to the Transfer Agent in accordance wi
3. Transfer of Title. Upon delivery of such Shares to the Transfer Agent in accordance with this Letter of Transmittal, the Transfer Agent will acquire good and unencumbered title to such Shares, free and clear of all Encumbrances, and the cancellation of such Shares by the Transfer Agent in exchange for the Merger Consideration will be valid and effective for all purposes.
4. Further Assurances. The undersigned will, upon request of the Transfer Agent, Parent,
4. Further Assurances. The undersigned will, upon request of the Transfer Agent, Parent, or the Surviving Corporation, execute and deliver any additional documents, instruments, conveyances, or assurances and take such further actions as may be necessary or desirable to complete the surrender of Shares and the payment of the Merger Consideration.
5. No Prior Transfer. The undersigned has not sold, assigned, transferred, pledged, encum
5. No Prior Transfer. The undersigned has not sold, assigned, transferred, pledged, encumbered, or otherwise disposed of any interest in the Shares described in Section 1 above, and no other person or entity has any right, title, claim, or interest in such Shares or in the Merger Consideration payable in respect thereof, except as disclosed by the undersigned in writing to the Transfer Agent.
6. Full Satisfaction. The undersigned acknowledges and agrees that the Per Share Merger C
Standard
⚑ Commercial term
6. Full Satisfaction. The undersigned acknowledges and agrees that the Per Share Merger Consideration of $15.79 per Share, in cash and without interest, represents full and complete satisfaction of all rights pertaining to such Shares, including any rights to dividends, distributions, interest, or other payments or amounts with respect to such Shares.
7. Review of Merger Agreement. The undersigned acknowledges receipt of, and has had a rea
7. Review of Merger Agreement. The undersigned acknowledges receipt of, and has had a reasonable opportunity to review, the Merger Agreement and the summary of the material terms thereof contained in the Information Statement / Proxy Statement of Cascadia Fiber Networks, Inc. previously provided to stockholders, and the undersigned understands the terms and conditions of the Merger.
8. Agreement to Terms. The undersigned agrees to all of the terms and conditions of this
8. Agreement to Terms. The undersigned agrees to all of the terms and conditions of this Letter of Transmittal, including, without limitation, the provisions regarding federal income tax withholding set forth in Section 7 and the requirement to complete and submit the Substitute IRS Form W-9 set forth in Section 6 (or, for non-U.S. holders, the applicable IRS Form W-8).
9. Irrevocability. The undersigned acknowledges that the delivery of Shares and this Lett
High
⚑ Penalty / liquidated damages
9. Irrevocability. The undersigned acknowledges that the delivery of Shares and this Letter of Transmittal is irrevocable, except as otherwise expressly provided in the Merger Agreement, and that Shares surrendered pursuant to this Letter of Transmittal may not be withdrawn after delivery to the Transfer Agent. SECTION 6: SUBSTITUTE IRS FORM W-9 / TAX CERTIFICATION 6.1 Purpose and Requirement Under federal income tax
1. The undersigned is the registered holder of the Shares represented by the stock certif
1. The undersigned is the registered holder of the Shares represented by the stock certificate(s) described below.
2. The stock certificate(s) for __ Shares of common stock, par value $0.01 per share, of
2. The stock certificate(s) for __ Shares of common stock, par value $0.01 per share, of Cascadia Fiber Networks, Inc., bearing Certificate Number(s) ________, have been: Lost Stolen Destroyed (check one)
3. Description of the circumstances of the loss, theft, or destruction:
3. Description of the circumstances of the loss, theft, or destruction: ________________________________________ ________________________________________ ________________________________________ ________________________________________
4. The undersigned has made a diligent search for the above-described certificate(s) and
4. The undersigned has made a diligent search for the above-described certificate(s) and has been unable to locate or recover the same.
5. The undersigned hereby agrees to indemnify, defend, and hold harmless Trident Transfer
High
⚑ Indemnity / guarantee obligation
5. The undersigned hereby agrees to indemnify, defend, and hold harmless Trident Transfer Agency, Inc., Northgate Telecommunications PLC, and Cascadia Fiber Networks, Inc. (as the Surviving Corporation), and each of their respective directors, officers, employees, agents, successors, and assigns, from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fe
6. The undersigned agrees that if the above-described certificate(s) are found or recover
Medium
⚑ Notice / time limit to track
6. The undersigned agrees that if the above-described certificate(s) are found or recovered, the undersigned will promptly surrender such certificate(s) to Trident Transfer Agency, Inc. for cancellation. Note: The Transfer Agent may, in its sole discretion, require the holder to post a surety bond in a reasonable amount (typically not to exceed two percent (2%) of the aggregate Merger Consideration payable with respe