Common use of Actions at the Effective Time Clause in Contracts

Actions at the Effective Time. 3.1. At the Effective Time, the Holding Company shall, without any further action on its part or on the part of the holders of Bank Common Stock, automatically and by operation of law acquire and become the owner for all purposes of all of the then issued and outstanding shares of Bank Common Stock and shall be entitled to have issued to it by the Bank a certificate or certificates representing such shares. Thereafter, the Holding Company shall have full and exclusive power to vote such shares of Bank Common Stock, to receive dividends thereon and to exercise all rights of an owner thereof. 3.2. At the Effective Time, the shares of Holding Company stock which are outstanding will be cancelled. 3.3. At the Effective Time, the holders of the then issued and outstanding shares of Bank Common Stock shall, without any further action on their part or on the part of the Holding Company, automatically and by operation of law cease to own such shares and shall instead become owners of one share of Holding Company Common Stock for each share of Bank Common Stock held by them immediately prior to the Effective Time. Thereafter, such persons shall have full and exclusive power to vote such shares of Holding Company Common Stock, to receive dividends thereon, except as provided herein, and to exercise all rights of an owner thereof. 3.4. At the Effective Time, all previously issued and outstanding certificates representing shares of Bank Common Stock (the "Old Certificates") shall automatically and by operation of law cease to represent shares of Bank Common Stock or any interest therein and each Old Certificate shall instead represent the ownership by the holder thereof of an equal number of shares of Holding Company Common Stock. No holder of an Old Certificate shall be entitled to vote the shares of Bank Common Stock formerly represented by such certificate, or to receive dividends thereon, or to exercise any other rights of ownership in respect thereof. 3.5. Notwithstanding any of the foregoing, any dissenting stockholder, as defined in Subsection 7.1, shall have such rights as are provided by Subsection 7.2 and by the laws of The Commonwealth of Massachusetts.

Actions at the Effective Time. 3.1. At the Effective Time, the Holding Company shall, without any further action on its part or on the part of the holders of Bank Common Stock, automatically and by operation of law acquire and become the owner for all purposes of all of the then issued and outstanding shares of Bank Common Stock and shall be entitled to have issued to it by the Bank a certificate or certificates representing such shares. Thereafter, the Holding Company shall have full and exclusive power to vote such shares of Bank Common Stock, to receive dividends thereon and to exercise all rights of an owner thereof. 3.2. At the Effective Time, the shares of Holding Company stock which are outstanding will be cancelled. 3.3. At the Effective Time, the holders of the then issued and outstanding shares of Bank Common Stock shall, without any further action on their part or on the part of the Holding Company, automatically and by operation of law cease to own such shares and shall instead become owners of one share of Holding Company Common Stock for each share of Bank Common Stock held by them immediately prior to the Effective Time. Thereafter, such persons shall have full and exclusive power to vote such shares of Holding Company Common Stock, to receive dividends thereon, except as provided herein, and to exercise all rights of an owner thereof. 3.4. At the Effective Time, all previously issued and outstanding certificates representing shares of Bank Common Stock (the "Old Certificates") shall automatically and by operation of law cease to represent shares of Bank Common Stock or any interest therein and each Old Certificate shall instead represent the ownership by the holder thereof of an equal number of shares of Holding Company Common Stock. No holder of an Old Certificate shall be entitled to vote the shares of Bank Common Stock formerly represented by such certificate, or to receive dividends thereon, or to exercise any other rights of ownership in respect thereof. 3.5. Notwithstanding any of the foregoing, any dissenting stockholder, as defined in Subsection 7.18.1, shall have such rights as are provided by Subsection 7.2 8.2 and by the laws of The Commonwealth of Massachusetts.

Actions at the Effective Time. 3.1. 3.1 At the Effective Time, the Holding Company shall, without any further action on its part by it, by the Bank, or on the part by holders of the holders of Bank Common Stock, automatically and by operation of law law, acquire and become the owner for all purposes of all of the then issued and outstanding shares of Bank Common Stock (excluding shares held by the Bank as treasury stock, all of which shall be canceled and extinguished as of the Effective Time) and shall be entitled to have issued to it by the Bank a certificate or certificates representing such shares. Thereafter, the Holding Company shall have full and exclusive power to vote such shares of Bank Common Stock, to receive dividends thereon and to exercise all rights of an owner thereof. 3.2. 3.2 At the Effective Time, the shares of Holding Company stock which are outstanding will be cancelled. 3.3. At the Effective Time, the holders of the then issued and outstanding shares each share of Bank Common Stock or fraction thereof issued and outstanding prior to the Effective Time shall, without any further action on their part by shareholders, by the Bank, or on the part of by the Holding Company, automatically and by operation of law law, be converted into an equal number of shares of Holding Company Common Stock. Holders of the issued and outstanding shares of Bank Common Stock (except for holders exercising dissenters' rights) shall, automatically and by operation of law, cease to own such shares and shall instead become the owners of one share an equal number of shares of Holding Company Common Stock for each share of Bank Common Stock held by them immediately prior to the Effective TimeStock. Thereafter, such persons holding Holding Company Common Stock shall have full and exclusive power to vote such shares of Holding Company Common Stockshares, to receive dividends thereon, except as otherwise provided herein, and to exercise all rights of an owner thereof. Notwithstanding any of the foregoing, any Dissenting Shareholder (as hereinafter defined) shall have such rights as provided for in Section 7 hereof and by the laws of the State of Connecticut. 3.4. 3.3 At the Effective Time, all previously issued and outstanding certificates representing shares of Bank Common Stock (the "Old Certificates") shall automatically and by operation of law cease to represent shares of Bank Common Stock or any interest therein and each Old Certificate shall instead represent the ownership by the holder thereof of an equal number of shares of Holding Company Common Stock. No holder of an Old Certificate shall be entitled to vote the shares of Bank Common Stock formerly represented by such certificate, or to receive dividends thereon, or to exercise any other rights of ownership in respect thereof. 3.5. Notwithstanding any of the foregoing, any dissenting stockholder, as defined in Subsection 7.1, shall have such rights as are provided by Subsection 7.2 and by the laws of The Commonwealth of Massachusetts.

Actions at the Effective Time. 3.1. At the Effective Time, the Holding Company Bancorp shall, without any further action on its part or on the part of the holders of Bank Common Stock, automatically and by operation of law acquire and become the owner for all purposes of all of the then issued and outstanding shares of Bank Common Stock and shall be entitled to have issued to it by the Bank a certificate or certificates representing such shares. Thereafter, the Holding Company Bancorp shall have full and exclusive power to vote such shares of Bank Common Stock, to receive dividends thereon and to exercise all rights of an owner thereof. 3.2. At the Effective Time, the shares of Holding Company stock Bancorp Common Stock which are outstanding will immediately prior to the Effective Time shall be cancelledcanceled. 3.3. At the Effective Time, the holders of the then issued and outstanding shares of Bank Common Stock shall, without any further action on their part or on the part of the Holding CompanyBancorp, automatically and by operation of law cease to own such shares and shall instead become owners of one share of Holding Company Bancorp Common Stock for each share of Bank Common Stock held by them immediately prior to the Effective Time. Thereafter, such persons shall have full and exclusive power to vote such shares of Holding Company Bancorp Common Stock, to receive dividends thereon, except as otherwise provided herein, and to exercise all rights of an owner thereof. 3.4. At the Effective Time, all previously issued and outstanding certificates representing shares of Bank Common Stock (the "Old Certificates") shall automatically and by operation of law cease to represent shares of Bank Common Stock or any interest therein and each Old Certificate shall instead represent the ownership by the holder thereof of an equal number of shares of Holding Company Bancorp Common Stock. No holder of an Old Certificate shall be entitled to vote the shares of Bank Common Stock formerly represented by such certificate, or to receive dividends thereon, or to exercise any other rights of ownership in respect thereof. 3.5. Notwithstanding any of the foregoing, any dissenting stockholderDissenting Stockholder, as defined in Subsection 7.18.1, shall have such rights as are provided by Subsection 7.2 8.2 and by the laws of The the Commonwealth of Massachusetts.

Actions at the Effective Time. 3.1. 3.1 At the Effective Time, the Holding Company shall, without any further action on its part by it or on the part by holders of the holders of Bank Common Stock, automatically and by operation of law law, acquire and become the owner for all purposes of all of the then issued and outstanding shares of Bank Common Stock (excluding shares held by the Bank as treasury stock, all of which shall be canceled and extinguished as of the Effective Time) and shall be entitled to have issued to it by the Bank a certificate or certificates representing such shares. Thereafter, the Holding Company shall have full and exclusive power to vote such shares of Bank Common Stock, to receive dividends thereon and to exercise all rights of an owner thereof. 3.2. 3.2 At the Effective Time, the shares of Holding Company stock which are outstanding will be cancelled. 3.3. At the Effective Time, the holders of the then issued and outstanding shares each share of Bank Common Stock issued and outstanding prior to the Effective Time shall, without any further action on their part by Shareholders or on the part of by the Holding Company, automatically and by operation of law law, be converted into one share of Holding Company Common Stock. Holders of the issued and outstanding shares of Bank Common Stock (except for holders exercising Dissenters Rights) shall, automatically and by operation of law, cease to own such shares and shall instead become the owners of one share of Holding Company Common Stock for each share of Bank Common Stock held by them immediately prior to the Effective Timethem. Thereafter, such persons holding Holding Company Common Stock shall have full and exclusive power to vote such shares of Holding Company Common Stockshares, to receive dividends thereon, except as otherwise provided herein, and to exercise all rights of an owner thereof. Notwithstanding any of the foregoing, any Dissenting Shareholder shall have such rights as provided for in Section 8 hereof and by the laws of the State of Connecticut. 3.4. 3.3 At the Effective Time, all previously issued and outstanding certificates representing shares of Bank Common Stock (the "Old Certificates") shall automatically and by operation of law cease to represent shares of Bank Common Stock or any interest therein and each Old Certificate shall instead represent the ownership by the holder thereof of an equal number of shares of Holding Company Common Stock. No holder of an Old Certificate shall be entitled to vote the shares of Bank Common Stock formerly represented by such certificate, or to receive dividends thereon, or to exercise any other rights of ownership in respect thereof. 3.5. Notwithstanding any of the foregoing, any dissenting stockholder, as defined in Subsection 7.1, shall have such rights as are provided by Subsection 7.2 and by the laws of The Commonwealth of Massachusetts.