Common use of Appointment of Exchange Agent Clause in Contracts

Appointment of Exchange Agent. Beginning on or before the Closing Date and continuing until the date that is 360 days after the Effective Time, CEC shall make available on a timely basis or cause to be made available to an exchange agent agreed upon by CEC and CAC (the “Exchange Agent”) (i) cash in an amount sufficient to pay any dividends or other distributions pursuant to Section 3.3(d) and (ii) certificates, or at CEC’s option, evidence of shares in book entry form, representing the shares of CEC Common Stock (“New Certificates”), each to be given to the holders of CAC Common Stock in exchange for Old Certificates pursuant to this Article III. On the date that is 360 days after the Effective Time, any such cash or New Certificates remaining in the possession of the Exchange Agent (together with any earnings in respect thereof) shall be delivered to (or as directed by) CEC. Any holder of Old Certificates who has not theretofore exchanged its Old Certificates pursuant to this Article III shall thereafter be entitled to look exclusively to CEC, and only as a general creditor thereof, for the consideration to which such holder may be entitled upon exchange of such Old Certificates pursuant to this Article III. Notwithstanding the foregoing, neither the Exchange Agent nor any Party shall be liable to any holder of Old Certificates for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Appointment of Exchange Agent. Beginning on or before Until the Closing Date and continuing until the date that is 360 days after first anniversary of the Effective Time, CEC Zions shall make available on a timely basis or cause to be made available to an exchange agent agreed upon by CEC Zions and CAC Amegy (the “Exchange Agent”) (i1) cash in an amount sufficient to pay any dividends or other distributions allow the Exchange Agent to make all payments that may be required pursuant to Section 3.3(d) this Article III and (ii2) certificates, or at CEC’s Zions’ option, evidence of shares in book entry form, representing the shares of CEC Zions Common Stock (“New Certificates”), each to be given to the holders of CAC Amegy Common Stock in exchange for Old Certificates pursuant to this Article III. On the date that is 360 days after the Effective TimeUpon such anniversary, any such cash or New Certificates remaining in the possession of the Exchange Agent (together with any earnings in respect thereof) shall be delivered to (or as directed by) CECZions. Any holder of Old Certificates who has not theretofore exchanged its his or her Old Certificates pursuant to this Article III shall thereafter be entitled to look exclusively to CECZions, and only as a general creditor thereof, for the consideration to which such holder he or she may be entitled upon exchange of such Old Certificates pursuant to this Article III. Notwithstanding the foregoing, neither the Exchange Agent nor any Party party hereto shall be liable to any holder of Old Certificates for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Appointment of Exchange Agent. Beginning on or before Until the Closing Date and continuing until the date that is 360 days after first anniversary of the Effective Time, CEC Acquiror shall make available on a timely basis or cause to be made available to an exchange agent agreed upon by CEC Acquiror and CAC Company (the “Exchange Agent”) (i1) cash in an amount sufficient to pay any dividends or other distributions allow the Exchange Agent to make all payments that may be required pursuant to Section 3.3(d) this Article II and (ii2) certificates, or at CECAcquiror’s option, evidence of shares in book entry form, representing the shares of CEC Acquiror Common Stock (“New Certificates”), each to be given to the holders of CAC Company Common Stock in exchange for Old Certificates pursuant to this Article IIIII. On the date that is 360 days after the Effective TimeUpon such anniversary, any such cash or New Certificates remaining in the possession of the Exchange Agent (together with any earnings in respect thereof) shall be delivered to (or as directed by) CECAcquiror. Any holder of Old Certificates who has not theretofore exchanged its such Old Certificates pursuant to this Article III II shall thereafter be entitled to look exclusively to CECAcquiror, and only as a general creditor thereof, for the consideration to which such holder may be entitled upon exchange of such Old Certificates pursuant to this Article IIIII. Notwithstanding the foregoing, neither the Exchange Agent nor any Party party hereto, shall be liable to any holder of Old Certificates for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Appointment of Exchange Agent. Beginning on or before After the Election Deadline and no later than the Closing Date and continuing until the date that is 360 180 days after the Effective Time, CEC FNFG shall make available on a timely basis or cause to be made available to an exchange agent agreed upon by CEC FNFG and CAC NAL (the “Exchange Agent”) (i1) cash in an amount sufficient to pay any dividends or other distributions allow the Exchange Agent to make all payments that may be required pursuant to Section 3.3(d) this Article III and (ii2) certificates, or at CECFNFG’s option, evidence of shares in book entry form, representing the shares of CEC FNFG Common Stock (“New Certificates”), each to be given to the holders of CAC NAL Common Stock in exchange for Old Certificates pursuant to this Article III. On the date that is 360 180 days after the Effective Time, any such cash or New Certificates remaining in the possession of the Exchange Agent (together with any earnings in respect thereof) shall be delivered to (or as directed by) CECFNFG. Any holder of Old Certificates who has not theretofore exchanged his, her or its Old Certificates pursuant to this Article III shall thereafter be entitled to look exclusively to CECFNFG, and only as a general creditor thereof, for the consideration to which such holder he, she or it may be entitled upon exchange of such Old Certificates pursuant to this Article III. Notwithstanding the foregoing, neither the Exchange Agent nor any Party party hereto shall be liable to any holder of Old Certificates for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.