Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / letter-of-transmittal-form.docx
letter-of-transmittal-form.docx
High · 3
Medium · 0
Standard · 1
Section 4(a): Wire Transfer Instructions (Preferred Method)
Standard
⚑ Commercial term
Section 4(a): Wire Transfer Instructions (Preferred Method) The Selling Stockholder's pro rata portion of the net closing consideration (i.e., the Purchase Price of $1,200,000,000 less the $96,000,000 Escrow Amount, as adjusted for any estimated working capital adjustment pursuant to the Working Capital Methodology Agreement, allocated pro rata among the Selling Stockholders based on the number of shares tendered by
Section 4(b): Check Payment (Alternative — If Wire Transfer Not Available)
High
⚑ Indemnity / guarantee obligation
Section 4(b): Check Payment (Alternative — If Wire Transfer Not Available) Check here if payment by check is requested in lieu of wire transfer. If the above box is checked, a check will be issued by the Paying Agent in the amount of the Selling Stockholder's pro rata portion of the net closing consideration. The check will be made payable to: Payee Name: ________ (Must match the Selling Stockholder legal name provid
Section 7(a): U.S. Person Certification
High
⚑ Penalty / liquidated damages
Section 7(a): U.S. Person Certification Each Selling Stockholder that is a "United States person" (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")) must complete and sign the certification below. A completed and signed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) must also be attached to this Letter of Transmittal if such form has not been
Section 7(b): Non-U.S. Person Certification
High
⚑ Non-compete / exclusivity restraint
Section 7(b): Non-U.S. Person Certification Each Selling Stockholder that is NOT a United States person (as defined in Section 7701(a)(30) of the Code) must provide the appropriate IRS Form W-8, as applicable, in lieu of the U.S. Person Certification in Section 7(a) above. The applicable form depends on the Selling Stockholder's status and circumstances, as follows: • IRS Form W-8BEN — for individuals who are not U.S