Common use of Delivery of Merger Consideration Clause in Contracts

Delivery of Merger Consideration. (i) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of CBKN Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1 and any cash in lieu of fractional shares of NAFH Class A Common Stock to be issued or paid in consideration therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificates)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”), (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter), any cash in lieu of fractional shares of NAFH Class A Common Stock to be issued or paid in consideration therefor.

Delivery of Merger Consideration. (ia) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which that immediately prior to the Effective Time represented outstanding shares of CBKN GBC Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1 1.4 and any cash in lieu of fractional shares of NAFH Class A First Charter Common Stock to be issued or paid in consideration therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificates)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”), ) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter), any cash in lieu of fractional shares of NAFH Class A First Charter Common Stock to be issued or paid in consideration therefortherefor in accordance with Section 2.4(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.4(c).

Delivery of Merger Consideration. (ia) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of CBKN Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1 1.4 and any cash in lieu of fractional shares of NAFH Class A Purchaser Common Stock to be issued or paid in consideration therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificates)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”), ) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter)Consideration, any cash in lieu of fractional shares of NAFH Class A Purchaser Common Stock to be issued or paid in consideration therefortherefor and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c).

Delivery of Merger Consideration. (ia) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which that immediately prior to before the Effective Time represented outstanding shares of CBKN Target Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1 1.4 and any cash in lieu of fractional shares of NAFH Class A Buyer Common Stock to be issued or paid in consideration therefor pursuant to Section 2.3(f): (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or customary affidavits of loss in lieu of such Certificates and indemnification regarding the loss or destruction of such Certificates)) to the Exchange Agent and shall be substantially in such form and have having such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”), and (ii) instructions for use in surrendering Certificate(s) (or customary affidavits of loss in lieu of such Certificates and indemnification regarding the loss or destruction of such Certificates) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter), any cash in lieu of fractional shares of NAFH Class A Buyer Common Stock to be issued or paid in consideration therefortherefor in accordance with Section 2.3(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c).

Delivery of Merger Consideration. (ia) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of CBKN Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1 1.4 and any cash in lieu of fractional shares of NAFH Class A Parent Common Stock to be issued or paid in consideration therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificates)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “"Letter of Transmittal”), ") and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter)Consideration, any cash in lieu of fractional shares of NAFH Class A Parent Common Stock to be issued or paid in consideration therefortherefor and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c).

Delivery of Merger Consideration. (ia) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which that immediately prior to before the Effective Time represented outstanding shares of CBKN First Charter Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1 1.4 and any cash in lieu of fractional shares of NAFH Class A Fifth Third Common Stock to be issued or paid in consideration therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificates)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”), ) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter), any cash in lieu of fractional shares of NAFH Class A Fifth Third Common Stock to be issued or paid in consideration therefortherefor in accordance with Section 2.3(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.4(c).

Delivery of Merger Consideration. (ia) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of CBKN Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1 1.4 and any cash in lieu of fractional shares of NAFH Class A Parent Common Stock to be issued or paid in consideration therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificates)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”), ) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter)Consideration, any cash in lieu of fractional shares of NAFH Class A Parent Common Stock to be issued or paid in consideration therefortherefor and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c).

Delivery of Merger Consideration. (ia) As soon as reasonably practicable practicable, but no later than seven business days after the Effective Time, the Exchange Agent shall mail to each holder of record of a NCF Stock Certificate(s) which immediately prior to the Effective Time represented outstanding shares of CBKN NCF Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1 1.4 and any cash in lieu of fractional shares of NAFH Class A STI Common Stock to be issued or paid in consideration therefor who did not complete an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to NCF Stock Certificate(s) shall pass, only upon delivery of NCF Stock Certificate(s) (or affidavits of loss in lieu of such Certificates)certificates) (the "Letter of Transmittal") to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”), and (ii) instructions for use in surrendering NCF Stock Certificate(s) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter), any cash in lieu of fractional shares of NAFH Class A STI Common Stock to be issued or paid in consideration therefortherefor upon surrender of such certificate in accordance with Section 2.3(f) and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c).

Delivery of Merger Consideration. (ia) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of CBKN MBNA Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1 1.4 and any cash in lieu of fractional shares of NAFH Class A Bank of America Common Stock to be issued or paid in consideration therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificates)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”), ) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter), any cash in lieu of fractional shares of NAFH Class A Bank of America Common Stock to be issued or paid in consideration therefortherefor in accordance with Section 2.3(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c).

Delivery of Merger Consideration. (ia) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding (collectively, the “Holders”) of certificates representing shares of CBKN Company Common Stock whose shares or Company Series A Preferred Stock, as applicable (“Certificates”) that were converted into the right to receive the Merger Consideration or the Preferred Stock Merger Consideration pursuant to Section 1 and any cash in lieu of fractional shares of NAFH Class A Common Stock to be issued or paid in consideration therefor 1.7 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, pass only upon delivery of Certificate(s) (or affidavits of loss in lieu of such CertificatesCertificate(s)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and Parent) (the “Letter of Transmittal”), ) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration or the Preferred Stock Merger Consideration, as applicable, and (iii) on the Fractional Share Deposit Date (any dividends or as soon as reasonably practicable thereafterdistributions to which such Holder is entitled pursuant to Section 2.2(c), any cash in lieu of fractional shares of NAFH Class A Common Stock to be issued or paid in consideration therefor.

Delivery of Merger Consideration. (ia) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of CBKN Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1 1.4 and any cash in lieu of fractional shares of NAFH Class A Parent Common Stock to be issued or paid in consideration therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificates)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”), ) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter)Consideration, any cash in lieu of fractional shares of NAFH Class A Parent Common Stock to be issued or paid in consideration therefortherefor and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c) .

Delivery of Merger Consideration. (ia) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of CBKN Highlands Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1 1.4 and any cash in lieu of fractional shares of NAFH Class A ViewPoint Common Stock to be issued or paid in consideration therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificates)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”), ) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter)Consideration, any cash in lieu of fractional shares of NAFH Class A ViewPoint Common Stock to be issued or paid in consideration therefortherefor and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c).

Delivery of Merger Consideration. (ia) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of CBKN Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1 1.4 and any cash in lieu of fractional shares of NAFH Class A Parent Common Stock to be issued or paid in consideration therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificates)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”), ) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter)Consideration, any cash in lieu of fractional shares of NAFH Class A Parent Common Stock to be issued or paid in consideration therefortherefor and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c) .

Delivery of Merger Consideration. (ia) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of CBKN Common Stock Berkshire Bancorp Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1 3.1 and any cash in lieu of fractional shares of NAFH Class A Common Stock Holdco Shares to be issued or paid in consideration therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificates)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement Agreement) (the “Letter of Transmittal”), ) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter), any cash in lieu of fractional shares of NAFH Class A Common Stock to be issued or paid in consideration therefortherefor in accordance with Section 3.2.3(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 3.2.3(c).

Delivery of Merger Consideration. (ia) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of CBKN Mercantile Bankshares Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1 1.4 and any cash in lieu of fractional shares of NAFH Class A PNC Common Stock to be issued or paid in consideration therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificates)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”), ) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter), any cash in lieu of fractional shares of NAFH Class A PNC Common Stock to be issued or paid in consideration therefortherefor in accordance with Section 2.3(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c) .

Delivery of Merger Consideration. (ia) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of CBKN Valley Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1 1.4 and any cash in lieu of fractional shares of NAFH Class A Heritage Common Stock to be issued or paid in consideration therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificates)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”), ) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter)Consideration, any cash in lieu of fractional shares of NAFH Class A Heritage Common Stock to be issued or paid in consideration therefortherefor and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c).